Item 1. Financial Statements
Item 1. Financial Statements
CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
June 30, 2026 December 31, 2025
ASSETS (unaudited)
Real estate investments
Property owned $ 2,261,220 $ 2,524,020
Less accumulated depreciation ( 605,402 ) ( 660,124 )
Total real estate investments 1,655,818 1,863,896
Cash and cash equivalents 8,560 12,833
Restricted cash 1,883 2,818
Other assets 38,993 46,620
Assets held for sale, net 135,111 —
TOTAL ASSETS $ 1,840,365 $ 1,926,167
LIABILITIES, MEZZANINE EQUITY, AND EQUITY
LIABILITIES
Accounts payable and accrued expenses $ 51,370 $ 59,247
Revolving lines of credit 176,000 154,925
Notes payable, net 299,608 299,579
Mortgages payable, net 513,975 566,660
Liabilities held for sale, net 1,460 —
TOTAL LIABILITIES $ 1,042,413 $ 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 June 30, 2026 and December 31, 2025, aggregate liquidation preference of $ 5,940 at June 30, 2026)
$ 5,940 $ 5,940
EQUITY
Common Shares of Beneficial Interest ( Unlimited authorization, no par value, 16,792 shares issued and outstanding at June 30, 2026 and 16,761 shares issued and outstanding at December 31, 2025)
1,369,753 1,368,834
Accumulated distributions in excess of net income ( 689,530 ) ( 649,678 )
Total shareholders’ equity $ 680,223 $ 719,156
Noncontrolling interests – Operating Partnership and Series E preferred units
111,789 120,660
TOTAL EQUITY $ 792,012 $ 839,816
TOTAL LIABILITIES, MEZZANINE EQUITY, AND EQUITY $ 1,840,365 $ 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 LOSS (unaudited)
(in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
REVENUE $ 65,782 $ 68,549 $ 130,851 $ 135,642
EXPENSES
Property operating expenses, excluding real estate taxes 17,625 18,853 35,867 37,921
Real estate taxes 7,022 7,678 14,354 15,341
Property management expense 2,094 2,393 4,473 4,826
Casualty loss, net of recoveries ( 206 ) 399 ( 227 ) 931
Depreciation and amortization 25,075 27,097 51,573 54,751
Impairment of real estate investments — 14,543 9,700 14,543
General and administrative expenses 5,659 4,382 11,991 9,379
TOTAL EXPENSES $ 57,269 $ 75,345 $ 127,731 $ 137,692
Gain on sale of real estate and other investments
271 — 271 —
Operating income (loss)
8,784 ( 6,796 ) 3,391 ( 2,050 )
Interest expense ( 10,623 ) ( 10,724 ) ( 21,093 ) ( 20,359 )
Interest and other income
709 735 1,599 1,443
NET LOSS
$ ( 1,130 ) $ ( 16,785 ) $ ( 16,103 ) $ ( 20,966 )
Distributions to Series D preferred unitholders ( 58 ) ( 160 ) ( 115 ) ( 320 )
Net loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
168 2,483 2,309 3,126
Net income attributable to noncontrolling interests – consolidated real estate entities
— ( 53 ) — ( 89 )
NET LOSS AVAILABLE TO COMMON SHAREHOLDERS
$ ( 1,020 ) $ ( 14,515 ) $ ( 13,909 ) $ ( 18,249 )
NET LOSS
$ ( 1,130 ) $ ( 16,785 ) $ ( 16,103 ) $ ( 20,966 )
Other comprehensive loss
Loss on derivative instrument reclassified into earnings
— 174 — 349
TOTAL COMPREHENSIVE LOSS
$ ( 1,130 ) $ ( 16,611 ) $ ( 16,103 ) $ ( 20,617 )
Net comprehensive loss attributable to noncontrolling interests – Operating Partnership and Series E preferred units
168 2,508 2,309 3,177
Net income attributable to noncontrolling interests – consolidated real estate entities
— ( 53 ) — ( 89 )
COMPREHENSIVE LOSS ATTRIBUTABLE TO CONTROLLING INTERESTS
$ ( 962 ) $ ( 14,156 ) $ ( 13,794 ) $ ( 17,529 )
NET LOSS PER COMMON SHARE – BASIC AND DILUTED
$ ( 0.07 ) $ ( 0.87 ) $ ( 0.83 ) $ ( 1.09 )
Weighted average shares - basic and diluted
16,810 16,741 16,792 16,734
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)
Six Months Ended June 30, 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
( 18,249 ) ( 3,037 ) ( 21,286 )
Amortization of swap settlements 349 349
Distributions - common shares and Units ($ 1.54 per share and Unit)
( 25,775 ) ( 1,500 ) ( 27,275 )
Distributions - Series E preferred units ($ 1.93750 per unit)
( 3,065 ) ( 3,065 )
Share-based compensation, net of forfeitures 18 1,691 1,691
Redemption of Units for common shares 12 535 ( 535 ) —
Redemption of Series E preferred units for common shares 8 338 ( 338 ) —
Equity rebalancing ( 223 ) 223 —
Contribution to noncontrolling interests - consolidated real estate entities — 1,428 1,428
Shares withheld for taxes ( 296 ) ( 296 )
Other — ( 306 ) ( 101 ) ( 407 )
Balance at June 30, 2025 16,757 $ 1,369,376 $ ( 659,266 ) $ ( 58 ) $ 123,530 $ 833,582
Six Months Ended June 30, 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
( 13,909 ) ( 2,309 ) ( 16,218 )
Distributions - common shares and Units ($ 1.54 per share and unit)
( 25,864 ) ( 1,378 ) ( 27,242 )
Distributions - Series E preferred units ($ 1.93750 per unit)
( 3,036 ) ( 3,036 )
Share-based compensation, net of forfeitures 25 2,166 2,166
Redemption of Units for common shares 38 1,601 ( 1,601 ) —
Redemption of Series E preferred units for common shares 14 608 ( 608 ) —
Equity rebalancing ( 61 ) 61 —
Shares repurchased ( 45 ) ( 2,516 ) ( 2,516 )
Shares withheld for taxes ( 423 ) ( 423 )
Other ( 1 ) ( 456 ) ( 79 ) — ( 535 )
Balance at June 30, 2026 16,792 $ 1,369,753 $ ( 689,530 ) $ — $ 111,789 $ 792,012
See accompanying Notes to Condensed Consolidated Financial Statements.
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(in thousands, except per share data)
Three Months Ended June 30, 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 March 31, 2025 16,735 $ 1,368,276 $ ( 631,855 ) $ ( 232 ) $ 127,251 $ 863,440
Net loss attributable to controlling interests and noncontrolling interests
( 14,515 ) ( 2,430 ) ( 16,945 )
Amortization of swap settlements 174 174
Distributions - common shares and Units ($ 0.77 per share and unit)
( 12,896 ) ( 746 ) ( 13,642 )
Distributions - Series E preferred units ($ 0.96875 per unit)
( 1,533 ) ( 1,533 )
Share-based compensation, net of forfeitures 10 833 833
Redemption of Units for common shares 5 201 ( 201 ) —
Redemption of Series E preferred units for common shares 8 323 ( 323 ) —
Equity rebalancing ( 129 ) 129 —
Contribution to noncontrolling interests - consolidated real estate entities 1,428 1,428
Shares withheld for taxes ( 4 ) ( 4 )
Other ( 1 ) ( 124 ) ( 45 ) ( 169 )
Balance at June 30, 2025 16,757 $ 1,369,376 $ ( 659,266 ) $ ( 58 ) $ 123,530 $ 833,582
Three Months Ended June 30, 2026
Balance at March 31, 2026 16,803 $ 1,370,461 $ ( 675,493 ) $ — $ 115,172 $ 810,140
Net loss attributable to controlling interests and noncontrolling interests
( 1,020 ) ( 168 ) ( 1,188 )
Distributions - common shares and Units ($ 0.77 per share and unit)
( 12,938 ) ( 680 ) ( 13,618 )
Distributions - Series E preferred units ($ 0.96875 per unit)
( 1,515 ) ( 1,515 )
Share-based compensation, net of forfeitures 10 1,078 1,078
Redemption of Units for common shares 19 790 ( 790 ) —
Redemption of Series E preferred units for common shares 5 243 ( 243 ) —
Equity rebalancing ( 12 ) 12 —
Shares repurchased ( 45 ) ( 2,516 ) ( 2,516 )
Other — ( 291 ) ( 79 ) 1 ( 369 )
Balance at June 30, 2026 16,792 $ 1,369,753 $ ( 689,530 ) $ — $ 111,789 $ 792,012
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(in thousands)
Six Months Ended June 30,
2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( 16,103 ) $ ( 20,966 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization, including amortization of capitalized loan costs 52,277 55,425
(Gain) loss on sale of real estate and other investments
( 271 ) —
Share-based compensation expense 2,166 1,691
Impairment of real estate investments 9,700 14,543
Provision for bad debt 637 620
Non-cash casualty loss 939 511
Amortization of debt premiums and discounts 836 817
Other, net ( 162 ) 340
Changes in other assets and liabilities:
Other assets 864 854
Accounts payable and accrued expenses ( 6,755 ) ( 3,141 )
Net cash provided by operating activities
$ 44,128 $ 50,694
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sale of real estate and other investments
29,526 —
Payments for acquisitions of real estate investments — ( 150,076 )
Payments for improvements of real estate investments ( 12,951 ) ( 14,771 )
Other investing activities 359 379
Net cash provided by (used by) investing activities
$ 16,934 $ ( 164,468 )
CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on mortgages payable ( 53,837 ) ( 14,002 )
Proceeds from revolving lines of credit 107,546 237,907
Principal payments on revolving lines of credit ( 86,471 ) ( 69,236 )
Repurchase of common shares ( 2,516 ) —
Redemption of Series D preferred units — ( 5,250 )
Distributions paid to common shareholders ( 25,830 ) ( 25,322 )
Distributions paid to Series D preferred unitholders ( 115 ) ( 320 )
Distributions paid to noncontrolling interests – Operating Partnership and Series E preferred units ( 4,443 ) ( 4,553 )
Payments related to tax withholding for share-based compensation ( 423 ) —
Other financing activities ( 181 ) ( 386 )
Net cash provided by (used by) financing activities
$ ( 66,270 ) $ 118,838
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
( 5,208 ) 5,064
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT BEGINNING OF PERIOD 15,651 13,129
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD $ 10,443 $ 18,193
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Accrued capital expenditures $ 1,897 $ 3,148
Operating partnership units converted to common shares 1,601 535
Distributions declared but not paid to common shareholders 13,618 13,642
Series E preferred units converted to common shares 608 338
Retirement of shares withheld for taxes — 296
Involuntary conversion of assets ( 1,420 ) ( 628 )
Non-cash interest income 931 842
Unrealized gain on investment ( 209 ) ( 48 )
Contribution to noncontrolling interests - consolidated real estate entities through issuance of note receivable — 1,428
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 19,348 $ 16,429
(in thousands)
Balance Sheet Description
June 30, 2026 December 31, 2025 June 30, 2025
Cash and cash equivalents $ 8,560 $ 12,833 $ 12,378
Restricted cash 1,883 2,818 5,815
Total cash, cash equivalents, and restricted cash $ 10,443 $ 15,651 $ 18,193
See accompanying Notes to Condensed Consolidated Financial Statements.
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CENTERSPACE AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
June 30, 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 June 30, 2026, Centerspace owned interests in 60 apartment communities consisting of 12,090 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 and net cash provided by (used by) investing activities on the Condensed Consolidated Statements of Cash Flows 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 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 June 30, 2026 and December 31, 2025, restricted cash consisted of $ 1.9 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 June 30, 2026 and 2025, rental income represented approximately 98.4 % and 98.2 % of total revenues, respectively. For the three months ended June 30, 2026 and 2025, other property revenues represented the remaining 1.6 % and 1.8 %, respectively, of total revenues and are primarily driven by other fee income, which is typically recognized when earned, at a point in time. For the six months ended June 30, 2026 and 2025, rental income represented approximately 98.5 % and 98.3 % of total revenues, respectively. For the six months ended June 30, 2026 and 2025, other property revenues represented the remaining 1.5 % and 1.7 % of total revenues, respectively.
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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 June 30, 2026, was as follows:
(in thousands)
2026 (remainder)
$ 1,432
2027 2,700
2028 2,383
2029 2,078
2030 1,992
Thereafter 5,881
Total scheduled lease income - operating leases (1)
$ 16,466
(1) Excludes operating leases for assets classified as held for sale as of June 30, 2026.
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 and six months ended June 30, 2026 and 2025:
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
Revenue Stream Applicable Standard 2026 2025 2026 2025
Fixed lease income - operating leases Leases $ 61,034 $ 63,104 $ 121,777 $ 125,301
Variable lease income - operating leases Leases 3,685 4,232 7,072 8,063
Other property revenue Revenue from contracts with customers 1,063 1,213 2,002 2,278
Total revenue $ 65,782 $ 68,549 $ 130,851 $ 135,642
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 and six months ended June 30, 2026, the Company recognized a gain of $ 271,000 on the sale of real estate and other investments. During the three and six months ended June 30, 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 June 30, 2026 and 2025, the Company recognized $ 61,000 and $ 95,000 , respectively, of amortization expense related to intangibles. During the six months ended June 30, 2026 and 2025, the Company recognized $ 798,000 and $ 1.2 million, respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
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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 June 30, 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.
HELD FOR SALE
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 presents the assets and liabilities of any properties held for sale separately in the Condensed Consolidated Balance Sheets. Held for sale properties are reported at the lower of their carrying amount or estimated fair value less costs to sell. Both the real estate assets and corresponding liabilities are presented separately in the accompanying Condensed Consolidated Balance Sheets. Upon classifying an asset as held for sale, no further depreciation is recorded. Disposals representing a strategic shift in operations (e.g., a disposal of a major geographic area, a major line of business or a major equity method investment) will be presented as discontinued operations.
The Company had 13 apartment communities with associated commercial space and tax increment financing (“TIF”) note receivable classified as held for sale at June 30, 2026. During the six months ended June 30, 2026, the Company’s Board of Trustees approved a plan to sell a specific list of apartment communities which are expected to close during the third quarter of 2026. The Company determined these apartment communities met the criteria to be classified as held for sale as of June 30, 2026 and did not meet the criteria for discontinued operations. The Company did not have any apartment communities classified as held for sale at December 31, 2025. The table below presents the major components of assets and liabilities for apartment communities held for sale as of June 30, 2026:
(in thousands)
June 30, 2026
Total real estate investments $ 130,538
Other assets 4,573
Assets held for sale, net $ 135,111
Accounts payable and accrued expenses
$ 1,460
Liabilities held for sale, net
$ 1,460
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 June 30, 2026, the Company did not record a loss for impairment on real estate. During the six months ended June 30, 2026, the Company incurred a loss of $ 9.7 million for the impairment of one apartment community in Denver, Colorado. During the three and six months ended June 30, 2025, the Company incurred a loss of $ 14.5 million for the impairment of five apartment communities in connection with classifying the communities as held for sale.
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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 June 30, 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 June 30, 2026, the principal balance was $ 4.6 million, which appears within assets held for sale, net, in the Condensed Consolidated Balance Sheets at fair value. As of December 31, 2025 the principal balance was $ 4.9 million and 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. The note met the criteria to be classified as assets held for sale as of June 30, 2026.
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 June 30, 2026 and December 31, 2025, the Company had funded $ 15.1 million of the mezzanine loan. As of June 30, 2026 and December 31, 2025, the principal balance was $ 18.9 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 Loss within the property operating expenses, excluding real estate taxes line item. During the three months ended June 30, 2026 and 2025, total advertising expense was $ 762,000 and $ 676,000 , respectively. During the six months ended June 30, 2026 and 2025, total advertising expense was $ 1.4 million and $ 1.3 million, respectively.
INVOLUNTARY CONVERSION OF ASSETS
During the three months ended June 30, 2026, Centerspace recorded approximately $ 300,000 in net casualty recoveries due to the completion of previous claims, offset by $ 95,000 in casualty loss estimates. During the six months ended June 30, 2026, the Company recorded $ 1.0 million in casualty loss estimates resulting from two new loss events and updated loss estimates on previously reported events along with $ 729,000 in insurance receivables, reported within other assets on the Condensed Consolidated Balance Sheets, casualty recoveries due to the completion of previous claims, and receipt of insurance proceeds totaling $ 459,000 which was in excess of previously recorded receivables. Any business interruption insurance and subrogation proceeds will be recognized when received in accordance with ASC 610-30.
During the three months ended June 30, 2025, Centerspace recorded $ 254,000 in casualty losses resulting from updated loss estimates on three previously reported events. During the six months ended June 30, 2025, the Company recorded $ 776,000 in casualty losses resulting from two new insurance events and updated loss estimates from three previously reported events. Any business interruption insurance proceeds will be recognized when received in accordance with ASC 610-30.
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SEVERANCE
During the three and six months ended June 30, 2026, in connection with the disposition of an apartment community in June and the planned dispositions of 13 apartment communities which are classified as held for sale as of June 30, 2026, the Company incurred total severance costs of $ 880,000 for severance, benefits, and related costs. These expenses are included within general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Loss.
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).
Certain of the Company’s time-based RSUs receive nonforfeitable dividend equivalents prior to vesting that are similar to the common shares. These unvested RSUs are participating securities. We include the effect of participating securities in the basic and diluted net income (loss) per share using the two-class method of allocating distributed and undistributed earnings when the two-class method is more dilutive than the treasury stock method.
The Company calculates diluted net income (loss) per share using the treasury stock method for nonparticipating 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 and six months ended June 30, 2026 and 2025.
(in thousands, except per share data)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
NUMERATOR
Net loss attributable to controlling interests
$ ( 1,020 ) $ ( 14,515 ) $ ( 13,909 ) $ ( 18,249 )
Distributions allocated to participating securities ( 80 ) — ( 80 ) —
Numerator for basic and diluted loss per share – net loss available to common shareholders (1)
$ ( 1,100 ) $ ( 14,515 ) $ ( 13,989 ) $ ( 18,249 )
DENOMINATOR
Denominator for basic and diluted loss per share weighted average shares 16,810 16,741 16,792 16,734
NET LOSS PER COMMON SHARE – BASIC AND DILUTED
$ ( 0.07 ) $ ( 0.87 ) $ ( 0.83 ) $ ( 1.09 )
(1) For the three and six months ended June 30, 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 June 30, 2026, weighted average operating partnership units of 895,000 , Series D preferred units of 82,000 , as converted, Series E preferred units of 1.9 million, as converted, non-participating time-based RSUs and options of 7,000 , participating RSUs of 22,000 , and performance-based RSUs of 17,000 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 June 30, 2025, weighted average operating partnership units of 971,000 , 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 25,000 , and
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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.
For the six months ended June 30, 2026, weighted average operating partnership units of 905,000 , Series D preferred units of 82,000 , as converted, Series E preferred units of 1.9 million, as converted, non-participating time-based RSUs and options of 11,000 , participating RSUs of 18,000 , and performance-based RSUs of 15,000 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 six months ended June 30, 2025, weighted average operating partnership units of 975,000 , 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 25,000 , 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.
NOTE 4 • MEZZANINE EQUITY AND EQUITY
Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 59,400 at June 30, 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 June 30, 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 882,000 and 920,000 outstanding Units at June 30, 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 and six months ended June 30, 2026 and 2025 as detailed in the table below.
(in thousands)
Three Months Ended June 30, Number of Units Total Book Value
2026 19 $ 790
2025 5 $ 201
Six Months Ended June 30,
2026 38 $ 1,601
2025 12 $ 535
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.6 million Series E preferred units outstanding as of June 30, 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 $ 155.9 million and $ 157.0 million as of June 30, 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 and six months ended June 30, 2026 and 2025 as detailed below.
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(in thousands)
Three Months Ended June 30, Number of Series E Preferred Units Redeemed
Number of Common Shares Issued
Total Value
2026 5 5 $ 243
2025 6 8 $ 323
Six Months Ended June 30,
2026 12 14 $ 608
2025 6 8 $ 338
Common Shares and Equity Awards . Common shares outstanding as of June 30, 2026 and December 31, 2025, totaled 16.8 million. During the three and six months ended June 30, 2026, Centerspace issued 9,545 and 24,667 common shares, respectively, with a total grant-date fair value of $ 609,000 and $ 1.8 million, respectively, as share-based compensation for employees and trustees under its 2015 and 2025 Incentive Plans (as defined below). During the three and six months ended June 30, 2025, Centerspace issued 9,835 and 17,653 common shares, respectively, with a total grant-date fair value of $ 677,000 and $ 1.5 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan. These shares vested based on performance and service criteria. Refer to Note 11 for additional details on share-based compensation.
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. There were no sales of common shares under the ATM Program during the three and six months ended June 30, 2026 and 2025. As of June 30, 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 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. The table below provides details on the shares repurchased under this program during the three and six months ended June 30, 2026. There were no shares repurchased during the three and six months ended June 30, 2025. As of June 30, 2026, the Company had $ 94.0 million remaining authorized for purchase under the Share Repurchase Program.
(in thousands, except per share amounts)
Three Months Ended June 30, Number of Common Shares Aggregate Cost (1)
Average Price Per Share (1)
2026 45 $ 2,516 $ 55.54
Six Months Ended June 30,
2026 45 $ 2,516 $ 55.54
(1) Amount includes commissions.
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NOTE 5 • DEBT
The following table summarizes the Company’s secured and unsecured debt at June 30, 2026 and December 31, 2025.
(in thousands)
June 30, 2026 December 31, 2025
Carrying Amount Weighted Average Interest Rate Carrying Amount Weighted Average Interest Rate Weighted Average Maturity in Years at June 30, 2026
Lines of credit (1)
$ 176,000 4.87 % $ 154,925 5.12 % 2.07
Unsecured senior notes (2)(4)
300,000 3.12 % 300,000 3.12 % 4.13
Unsecured debt 476,000 454,925 3.37
Mortgages payable - Fannie Mae credit facility (4)
198,850 2.78 % 198,850 2.78 % 5.06
Mortgages payable - other (3)(4)
346,297 3.94 % 400,134 3.88 % 12.10
Secured debt 545,147 598,984 9.53
Subtotal 1,021,147 3.63 % 1,053,909 3.64 % 6.66
Deferred financing costs, premiums, and discounts on mortgages payable, net ( 31,172 ) ( 32,324 )
Deferred financing costs on notes payable, net ( 392 ) ( 421 )
Total debt $ 989,583 $ 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 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; 9 at June 30, 2026 and 10 at December 31, 2025.
(4) Interest rate is fixed.
As of June 30, 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 June 30, 2026, the Company had additional borrowing availability of $ 224.0 million beyond the $ 176.0 million drawn under the Facility, bearing interest at a rate of 4.87 %. 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 %. 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 June 30, 2026 the interest rate on this line of credit was 5.87 % and no outstanding balance, compared to $ 925,000 outstanding as of December 31, 2025, bearing interest at a rate of 5.91 %.
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 June 30, 2026 and December 31, 2025.
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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 apartment communities. The notes are interest-only, with varying maturity dates between September 2028 and September 2033, and a blended, weighted average fixed interest rate of 2.78 %. As of June 30, 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 June 30, 2026, Centerspace owned 9 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 June 30, 2026. As of June 30, 2026 and December 31, 2025, the mortgage loans had a balance of $ 346.3 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 June 30, 2026, was as follows:
(in thousands)
2026 (remainder) $ 2,670
2027 49,679
2028 290,224
2029 97,237
2030 89,159
Thereafter 492,178
Total payments
1,021,147
Deferred financing costs, premiums, and discounts on mortgages payable, net ( 31,172 )
Deferred financing costs on notes payable, net ( 392 )
Total
$ 989,583
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 June 30, 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 June 30, 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.
The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations and Comprehensive Loss as of June 30, 2026 and 2025.
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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 Income (Loss)
Three months ended June 30, 2026 2025 2026 2025
Total derivatives in cash flow hedging relationships - Interest rate contracts $ — $ — Interest expense $ — $ ( 174 )
Six months ended June 30,
Total derivatives in cash flow hedging relationships - Interest rate contracts $ — $ — Interest expense $ — $ ( 349 )
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
June 30, 2026
Assets
Real estate related notes receivable Other assets $ 22,610 $ — $ — $ 22,610
Real estate related notes receivable Assets held for sale, net 4,504 — — 4,504
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 Loss.
(in thousands)
Fair Value Measurement Other Gains Interest Income Total Changes in Fair Value Included in Current-Period Earnings
Six months ended June 30, 2026
Real estate related notes receivable $ 27,114 $ 18 $ 1,154 $ 1,172
Six months ended June 30, 2025
Real estate related notes receivable $ 27,238 $ 18 $ 1,092 $ 1,110
As of June 30, 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 June 30, 2026, the Company had unfunded commitments of $ 598,000 .
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The portion of unrealized gains and losses for the three and six months ended June 30, 2026 and 2025 related to equity securities still held at the reporting date is shown in the table below.
(in thousands)
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Unrealized gains and losses on equity securities still held at the reporting date $ — $ ( 19 ) $ 209 $ 48
Fair Value Measurements on a Nonrecurring Basis
There were no non-financial assets measured at fair value on a nonrecurring basis at June 30, 2026. 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 the impairment recorded on one apartment community during the year ended December 31, 2025. This asset was further impaired during the three months ended March 31, 2026 and sold during the three months ended June 30, 2026.
(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 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 June 30, 2026 and December 31, 2025, respectively, are as follows:
(in thousands)
June 30, 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 $ 8,560 $ 8,560 $ 12,833 $ 12,833
Restricted cash (Level 1) Restricted cash $ 1,883 $ 1,883 $ 2,818 $ 2,818
FINANCIAL LIABILITIES
Revolving lines of credit (Level 3) Revolving lines of credit $ 176,000 $ 176,000 $ 154,925 $ 154,925
Unsecured senior notes (Level 3) (1)
Notes payable $ 300,000 $ 268,642 $ 300,000 $ 267,420
Mortgages payable - Fannie Mae credit facility (Level 3) Mortgages payable $ 198,850 $ 175,757 $ 198,850 $ 175,996
Mortgages payable - other (Level 3) (1)
Mortgages payable $ 346,297 $ 304,983 $ 400,134 $ 358,627
(1) Excludes deferred financing costs, debt premiums, and discounts.
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NOTE 8 • ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace did not acquire new real estate during the three and six months ended June 30, 2026. Centerspace acquired $ 149.0 million of new real estate during the three and six months ended June 30, 2025 as detailed below.
(in thousands)
Form of Consideration
Investment Allocation
Acquisitions
Date
Acquired
Cash (1)
Land
Building & Improvements
Intangible Assets (2)
341 homes - Sugarmont - Salt Lake City, UT
May 30, 2025 $ 149,000 $ 20,086 $ 124,649 $ 4,265
Total Acquisitions
$ 149,000 $ 20,086 $ 124,649 $ 4,265
(1) Excludes $ 1.1 million in capitalized transaction cost.
(2) Intangible assets consist of in-place leases valued at the time of acquisition.
DISPOSITIONS
During the three and six months ended June 30, 2026, Centerspace disposed of one apartment community and associated commercial space in one transaction for a sales price of $ 30.0 million. Centerspace did not dispose of any real estate during the three and six months ended June 30, 2025.
(in thousands)
Dispositions Date
Disposed Sale Price Net Book Value and Transaction Costs
Gain/(Loss)
176 homes - Civic Lofts - Denver, CO
June 29, 2026 $ 30,000 $ 29,729 $ 271
Total Dispositions $ 30,000 $ 29,729 $ 271
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.
During the three months ended June 30, 2026, the Company reevaluated its reportable segments under ASC 280, Segment Reporting, including the aggregation of operating segments. As a result of planned dispositions, including Held for Sale properties, and the impact of those dispositions, the Company changed the presentation of certain operating results within its segment disclosures. The Company continues to have one reportable segment, Multifamily. Activities that do not meet the criteria for inclusion in the Multifamily segment are presented in All Other or Unallocated, as applicable. The Company determined that this revised presentation is consistent with the manner in which the chief operating decision-makers (“CODM”) evaluates the business. In accordance with ASC 280, prior-period segment information presented herein has been recast to conform to the current-period presentation. The recast had no impact on the Company’s Condensed Consolidated Financial Statements.
The chief executive officer and chief financial officer are the CODMs. 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 and non-multifamily components of mixed-use properties, which did not meet the aggregation criteria. For the three and six months ended June 30, 2026, the Company disposed of one apartment community and associated commercial space which is included in “Unallocated”. During the year ended December 31, 2025, the Company disposed of 12 communities which are included in “Unallocated,” as they no longer contribute to segment revenues or operating expenses.
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For the three and six months ended June 30, 2026, 13 apartment communities designated as held for sale were included in “Multifamily” with any related commercial space included in “All Other”.
The following tables present NOI for the three and six months ended June 30, 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 June 30, 2026 Multifamily All Other Unallocated (3)
Total
Revenue $ 64,208 $ 917 $ 657 $ 65,782
Property operating expenses
On-site compensation (1)
6,558 — 107 6,665
Repairs and maintenance (2)
3,264 51 74 3,389
Utilities 3,403 36 74 3,513
Administrative and marketing 1,614 — 41 1,655
Insurance 2,364 19 20 2,403
Real estate taxes 6,777 189 56 7,022
Net operating income $ 40,228 $ 622 $ 285 $ 41,135
Property management expense ( 2,094 )
Casualty loss, net of recoveries 206
Depreciation and amortization ( 25,075 )
General and administrative expenses ( 5,659 )
Gain on sale of real estate and other investments
271
Interest expense ( 10,623 )
Interest and other income 709
Net loss
$ ( 1,130 )
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
(3) Apartment communities that have been sold are classified as unallocated, as they no longer contribute to segment revenues or operating expenses.
(in thousands)
Three Months Ended June 30, 2025 Multifamily All Other Unallocated (3)
Total
Revenue $ 59,840 $ 779 $ 7,930 $ 68,549
Property operating expenses
On-site compensation (1)
6,106 — 984 7,090
Repairs and maintenance (2)
3,257 47 611 3,915
Utilities 3,095 35 634 3,764
Administrative and marketing 1,499 2 295 1,796
Insurance 1,942 22 324 2,288
Real estate taxes 6,707 131 840 7,678
Net operating income $ 37,234 $ 542 $ 4,242 $ 42,018
Property management expense ( 2,393 )
Casualty loss, net of recoveries ( 399 )
Depreciation and amortization ( 27,097 )
Impairment of real estate investments ( 14,543 )
General and administrative expenses ( 4,382 )
Interest expense ( 10,724 )
Interest and other income
735
Net loss
$ ( 16,785 )
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
(3) Apartment communities that have been sold are classified as unallocated, as they no longer contribute to segment revenues or operating expenses.
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(in thousands)
Six Months Ended June 30, 2026 Multifamily All Other Unallocated (3)
Total
Revenue $ 127,563 $ 1,828 $ 1,460 $ 130,851
Property operating expenses
On-site compensation (1)
12,878 — 201 13,079
Repairs and maintenance (2)
6,202 98 114 6,414
Utilities 7,775 73 167 8,015
Administrative and marketing 3,406 1 86 3,493
Insurance 4,794 34 38 4,866
Real estate taxes 13,849 390 115 14,354
Net operating income $ 78,659 $ 1,232 $ 739 $ 80,630
Property management expense ( 4,473 )
Casualty loss, net of recoveries 227
Depreciation and amortization ( 51,573 )
Impairment of real estate investments ( 9,700 )
General and administrative expenses ( 11,991 )
Gain on sale of real estate and other investments
271
Interest expense ( 21,093 )
Interest and other income 1,599
Net loss
$ ( 16,103 )
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
(3) Apartment communities that have been sold are classified as unallocated, as they no longer contribute to segment revenues or operating expenses.
(in thousands)
Six Months Ended June 30, 2025 Multifamily All Other Unallocated (3)
Total
Revenue $ 118,287 $ 1,580 $ 15,775 $ 135,642
Property operating expenses
On-site compensation (1)
11,999 — 1,961 13,960
Repairs and maintenance (2)
5,921 93 1,090 7,104
Utilities 7,134 80 1,407 8,621
Administrative and marketing 2,806 4 546 3,356
Insurance 4,102 42 736 4,880
Real estate taxes 13,340 345 1,656 15,341
Net operating income $ 72,985 $ 1,016 $ 8,379 $ 82,380
Property management expense ( 4,826 )
Casualty loss, net of recoveries ( 931 )
Depreciation and amortization ( 54,751 )
Impairment of real estate investments ( 14,543 )
General and administrative expenses ( 9,379 )
Interest expense ( 20,359 )
Interest and other income 1,443
Net loss
$ ( 20,966 )
(1) On-site compensation for administration, leasing, and maintenance personnel.
(2) Includes turnover expense.
(3) Apartment communities that have been sold are classified as unallocated, as they no longer contribute to segment revenues or operating expenses.
Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of June 30, 2026, and December 31, 2025, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
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(in thousands)
As of June 30, 2026 Multifamily (1)
All Other Unallocated Total
Segment assets
Property owned $ 2,247,923 $ 13,297 $ — $ 2,261,220
Less accumulated depreciation ( 601,630 ) ( 3,772 ) — ( 605,402 )
Total real estate investments $ 1,646,293 $ 9,525 $ — $ 1,655,818
Cash and cash equivalents 8,560
Restricted cash 1,883
Other assets 38,993
Assets held for sale, net (2)
135,111
Total Assets $ 1,840,365
(1) During the three months ended June 30, 2026, 13 apartment communities were classified as held for sale. As described in Note 2, we present certain assets and liabilities of apartment communities classified as held for sale separately in the Condensed Consolidated Balance Sheets. Therefore, the held for sale assets are not included in the segment assets as of June 30, 2026. The assets for these apartment communities remain in Multifamily segment assets as of December 31, 2025. Refer to Note 2 for the balance sheet of held for sale communities.
(2) Includes the assets for the 13 apartment communities designated as held for sale as of June 30, 2026.
(in thousands)
As of December 31, 2025 Multifamily (1)
All Other Unallocated (1)
Total
Segment assets
Property owned $ 2,459,103 $ 16,280 $ 48,637 $ 2,524,020
Less accumulated depreciation ( 646,259 ) ( 4,709 ) ( 9,156 ) ( 660,124 )
Total real estate investments $ 1,812,844 $ 11,571 $ 39,481 $ 1,863,896
Cash and cash equivalents 12,833
Restricted cash 2,818
Other assets 46,620
Total Assets $ 1,926,167
(1) Includes the segment assets for the 13 apartment communities designated as held for sale as of June 30, 2026. Apartment communities sold during the six months ended June 30, 2026 were recast to Unallocated as they are no longer segment assets.
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.
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 June 30, 2026, Centerspace had unfunded commitments of $ 598,000 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-
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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 program may vary from year to year. Generally, time-based RSUs include the right to receive dividend equivalents either upon vesting or as distributions are declared on common shares. Through June 30, 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 June 30, 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.
Awards granted to trustees on May 13, 2026, under the 2025 Incentive Plan, consist of 7,472 time-based RSUs, which vest on May 13, 2027. These awards are classified as equity awards.
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 $ 833,000 for the three months ended June 30, 2026 and 2025, respectively, and $ 2.2 million and $ 1.7 million for the six months ended June 30, 2026 and 2025.
NOTE 12 • SUBSEQUENT EVENTS
On July 9, 2026, Centerspace completed the disposition of five apartment communities, consisting of 474 homes, located in Rapid City, South Dakota, for an aggregate sale price of $ 66.0 million.
On July 14, 2026, Centerspace completed the disposition of two apartment communities, consisting of 312 homes, located in Minneapolis, Minnesota, with associated commercial space and TIF note receivable for an aggregate sale price of $ 73.8 million.
The Company expects to use the proceeds from these dispositions to paydown its line of credit and for general working capital purposes.
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.