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CENTERSPACE

For the period ended Dec 31, 2025. Filed Feb 17, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 17, 2026

CSR$57.17-0.6%Stored close · as of Nov 10, 2026

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Notes to Consolidated Financial Statements

NOTE 1 •ORGANIZATION

Centerspace, collectively with its consolidated subsidiaries (“Centerspace,” “the Company,” “we,” “us,” or “our”) is a North Dakota real estate investment trust (“REIT”) focused on the ownership, management, acquisition, redevelopment and development of apartment communities. As of December 31, 2025, Centerspace owned interests in 61 apartment communities consisting of 12,262 apartment homes.

NOTE 2 •BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

Centerspace conducts a majority of its business activities through a consolidated operating partnership, Centerspace, LP, a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Consolidated Financial Statements include the Company’s accounts and the accounts of all its subsidiaries in which it maintains a controlling interest, including the Operating Partnership, and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All intercompany balances and transactions are eliminated in consolidation.

The Company’s interest in the Operating Partnership as of December 31, 2025 and 2024 was 85.6% and 85.3%, respectively, of the limited partnership units of the Operating Partnership (“Units”), which includes 100% of the general partnership interest.

The Consolidated Financial Statements also reflected the Operating Partnership’s ownership of a joint venture entity in which the Operating Partnership had a general partner or controlling interest. The joint venture entity no longer held any assets or liabilities and was deconsolidated as of December 31, 2025. This entity was consolidated into the Company’s operations with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS

Certain previously reported amounts within net cash provided by operating activities on the Consolidated Statements of Cash Flows have been reclassified to conform to the current financial statement presentation. These reclassifications had no impact on net income (loss) as reported in the Consolidated Statements of Operations and Comprehensive Income (Loss), total assets, liabilities or equity as reported in the Consolidated Balance Sheets and the classifications within the Consolidated Statements of Cash Flows.

IMMATERIAL CORRECTION OF PRIOR PERIOD ERROR

During the second quarter of 2025, the Company identified immaterial prior period errors in the consolidated financial statements related to the balance of common shares and noncontrolling interest within Total Equity on the consolidated balance sheets and condensed consolidated balance sheets. The errors related to the equity amount allocated between common shares and noncontrolling interest based on ownership percentage, and did not impact the amount of Total Equity. The Company assessed the materiality of this change on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” (ASC Topic 250, Accounting for Changes and Error Corrections). Based on this assessment, the Company concluded that these error corrections are not material to any previously presented consolidated financial statements. Accordingly, the Company corrected the previously reported immaterial errors as of and for the years ended December 31, 2023 and 2024, the three months ended March 31, 2024, the three and six months ended June 30, 2024, the three and nine months ended September 30, 2024, and the three months ended March 31, 2025 in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

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

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

December 31, 2024
Previously ReportedCorrectionsAs Corrected
Common Shares of Beneficial Interest$1,269,549$98,088$1,367,637
Total shareholders’ equity653,90098,088751,988
Noncontrolling interests – Operating Partnership and Series E preferred units227,870(98,088)129,782

Corrected Consolidated Statements of Cash Flows(in thousands)

Three Months Ended March 31, 2025
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIESPreviously ReportedCorrectionsAs Corrected
Operating partnership units converted to common shares$(1,002)$1,337$335
Series E preferred units converted to common shares(43)5714
Year Ended December 31, 2024
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIESPreviously ReportedCorrectionsAs Corrected
Operating partnership units converted to common shares$(2,663)$5,881$3,218
Series E preferred units converted to common shares(8,938)16,7227,784
Year Ended December 31, 2023
SUPPLEMENTARY SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIESPreviously ReportedCorrectionsAs Corrected
Operating partnership units converted to common shares$(1,910)$7,134$5,224
Series E preferred units converted to common shares(1,390)2,9471,557

Corrected Consolidated Statements of Equity(in thousands)

Years EndedPreviously Reported COMMON SHARESCorrectionsAs Corrected COMMON SHARESPreviously Reported NONCONTROLLING INTERESTSCorrectionsAs Corrected NONCONTROLLING INTERESTS
Balance at December 31, 2022$1,177,484$74,658$1,252,142$220,759$(74,658)$146,101
Redemption of Units for common shares(1,910)7,1345,2241,910(7,134)(5,224)
Redemption of Series E preferred units for common shares(1,390)2,9471,5571,390(2,947)(1,557)
Equity rebalancing—(933)(933)—933933
Other(246)(60)(306)(682)60(622)
Balance at December 31, 2023$1,165,694$83,746$1,249,440$221,193$(83,746)$137,447
Issuance of Units5,296(911)4,3858,5799119,490
Redemption of Units for common shares(2,663)5,8813,2182,663(5,881)(3,218)
Redemption of Series E preferred units for common shares(8,938)16,7227,7848,938(16,722)(7,784)
Equity rebalancing—(7,350)(7,350)—7,3507,350
Balance at December 31, 2024$1,269,549$98,088$1,367,637$228,543$(98,088)$130,455
Redemption of Units for common shares(1,002)1,3373351,002(1,337)(335)
Redemption of Series E preferred units for common shares(43)571443(57)(14)
Equity rebalancing—(94)(94)—9494
Balance at March 31, 2025$1,268,888$99,388$1,368,276$226,639$(99,388)$127,251

RECENT ACCOUNTING PRONOUNCEMENTS

The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).

StandardDescriptionDate of AdoptionEffect 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 ExpensesThis ASU is intended to improve financial reporting by requiring public companies disclose additional information about specific expense categories in the notes to the financial statements.This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted.The ASU will require additional disclosure but is not expected to have a material impact on the Consolidated Financial Statements.
ASU 2025-10, Government Grants (Topic 832) - Accounting for Government Grants Received by Business EntitiesThis 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 ImprovementsThis 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 ImprovementsThis ASU is intended to provide technical corrections, clarifications, and minor improvements to the FASB Accounting Standards Codification.This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods.This ASU is not expected to have a material impact on the Consolidated Financial Statements.

REAL ESTATE INVESTMENTS

Real estate investments are recorded at cost less accumulated depreciation and an adjustment for impairment, if any. Property, consisting primarily of real estate investments, totaled $1.9 billion as of December 31, 2025 and 2024, respectively. Upon acquisitions of real estate, the Company assesses the fair value of acquired tangible assets (including land, buildings and personal property), which is determined by valuing the property as if it were vacant, and considers whether there were significant intangible assets acquired (for example, above- and below-market leases, the value of acquired in-place leases and resident relationships) and assumed liabilities, and allocates the purchase price based on these assessments. The as-if-vacant value is allocated to land, buildings, and personal property based on the Company’s determination of the relative fair values of these assets. The estimated fair value of the property is the amount that would be recoverable upon the disposition of the property. Techniques used to estimate fair value include discounted cash flow analysis and reference to recent sales of comparable properties. Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property. Land value is assigned based on the purchase price if land is acquired separately or based on a relative fair value allocation if acquired in a portfolio acquisition.

Other intangible assets acquired include amounts for in-place lease values that are based upon the Company’s evaluation of the specific characteristics of the leases. Factors considered in the fair value analysis include an estimate of carrying costs and foregone rental income during hypothetical expected lease-up periods, considering current market conditions, and costs to execute similar leases. The Company also considers information about each property obtained during pre-acquisition due diligence, marketing, and leasing activities in estimating the relative fair value of the tangible and intangible assets acquired.

Acquired above- and below-market lease values are recorded as the difference between the contractual amounts to be paid pursuant to the in-place leases and management’s estimate of fair market value lease rates for the corresponding in-place leases. The capitalized above- and below-market lease values are amortized as adjustments to rental revenue over the remaining terms of the respective leases.

Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The Company uses a 10-37 year estimated life for buildings and improvements and a 5-10 year estimated life for furniture, fixtures, and equipment. Land is not depreciated.

The Company follows the real estate project costs guidance in Accounting Standards Codification (“ASC”) 970, Real Estate – General, in accounting for the costs of development and redevelopment projects. As real estate is undergoing development or redevelopment, all project costs directly associated with and attributable to the development and construction of a project, including interest expense and real estate tax expense, are capitalized to the cost of the real property. The capitalization period begins when development activities and expenditures begin and are identifiable to a specific property and ends upon completion, which is when the asset is ready for its intended use. Generally, rental property is considered substantially complete upon issuance of a certificate of occupancy. General and administrative costs are expensed as incurred. The Company didnot capitalize interest during the years ended December 31, 2025, 2024, and 2023.

Expenditures for ordinary maintenance and repairs are expensed to operations as incurred. Renovations and improvements that improve and/or extend the useful life of the asset are capitalized and depreciated over their estimated useful life, generally five totwenty years.

We periodically evaluate our long-lived assets, including real estate investments, for impairment indicators. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, expected holding period of each property, and legal and environmental concerns. If indicators exist, we compare the estimated future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is generally recorded for the difference between the estimated fair value and the carrying amount. If our anticipated holding period for properties, the estimated fair value of properties or other factors change based on market conditions or otherwise, our evaluation of impairment charges may be different and such differences could be material to our consolidated financial statements. The evaluation of estimated cash flows is subjective and is based, in part, on assumptions regarding future physical occupancy, rental rates, and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.

During the year ended December 31, 2025, the Company incurred a loss of $37.7 million for the impairment ofsix apartment communities written down to estimated fair value in connection with the communities’ classification as held for sale which were sold during the year ended December 31, 2025 andone apartment community written down to fair value based on an independent appraisal and market data. During the year ended December 31, 2024, the Company didnot record a loss for impairment on real estate. During the year ended December 31, 2023, the Company incurred a loss of $5.2 million for the impairment oftwo apartment communities. The Company recognized impairments of $3.0 million onone apartment community in Richfield, MN and $2.2 million onone apartment community in New Hope, MN. These properties were written-down to estimated fair value based on receipt of market offers to purchase the apartment communities.

The Company classifies properties as held for sale when they meet the GAAP criteria, which include: (a) management commits to and initiates a plan to sell the asset; (b) the sale is probable and expected to be completed within one year under terms that are usual and customary for sales of such assets; and (c) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company generally considers these criteria met when the transaction has been approved by its Board of Trustees, there are no known significant contingencies related to the sale, and management believes it is probable that the sale will be completed withinone year. The Company hadno properties classified as held for sale at December 31, 2025 and 2024.

Real estate held for sale is stated at the lower of its carrying amount or estimated fair value less disposal costs. The Company’s determination of fair value is based on inputs management believes are consistent with those that market participants would use. Estimates are significantly impacted by estimates of sales price, selling velocity, and other factors. Due to uncertainties in the estimation process, actual results could differ from such estimates. Depreciation is not recorded on assets classified as held for sale.

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH

Cash and cash equivalents include all cash and highly liquid investments purchased with maturities of three months or less. Cash and cash equivalents consist of bank deposits and deposits in money market mutual funds. The Company is potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed federally insured limits. Although past bank failures have increased the risk of loss in such accounts, the Company has not experienced any losses in such accounts.

As of December 31, 2025 and 2024, restricted cash consisted of $2.8 million and $1.1 million, respectively, in escrows held by lenders and security deposits. Escrows include funds deposited with a lender for payment of real estate taxes and insurance and reserves to be used for replacement of structural elements and mechanical equipment at certain communities. The funds are under the control of the lender. Disbursements are made after supplying written documentation to the lender.

LEASES

As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB ASC 842, Leases, using a method that represents a straight-line basis over the term of the lease. For the years ended December 31, 2025, 2024, and 2023, rental income represents approximately 98.2%,98.3%, and 98.1%, respectively, of total revenues and includes gross market rent less adjustments for gain or loss to lease, concessions, vacancy loss, and bad debt. For the years ended December 31, 2025, 2024, and 2023, other property revenues represent the remaining 1.8%,1.7%, and 1.9%, respectively, of total revenues and are primarily driven by other fee income, which is typically recognized when earned, at a point in time.

Some of the Company’s apartment communities have commercial spaces available for lease. Lease terms for these spaces typically range from three tofifteen years. The leases for commercial spaces generally include options to extend the lease for additional terms, subject to adjustments in rent and certain other items.

Many of the leases contain non-lease components for utility reimbursement from residents and common area maintenance from commercial tenants. Centerspace has elected the practical expedient to combine lease and non-lease components. The combined components are included in lease income and are accounted for under ASC 842.

The aggregate amount of future scheduled lease income on commercial operating leases, excluding any variable lease income and non-lease components, as of December 31, 2025, was as follows:

(in thousands)
2026$3,195
20272,898
20282,545
20292,205
20302,108
Thereafter5,861
Total scheduled lease income - operating leases$18,812

REVENUES AND GAINS OR LOSSES ON SALE OF REAL ESTATE

Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services.

Revenue streams that are included in revenues from contracts with customers include other property revenues such as application fees and other miscellaneous items. Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned.

The following table presents the disaggregation of revenue streams for the years ended December 31, 2025, 2024, and 2023:

(in thousands)
Year ended December 31,
Revenue StreamApplicable Standard202520242023
Fixed lease income - operating leasesLeases$252,918$243,008$243,931
Variable lease income - operating leasesLeases15,88713,41912,433
Other property revenueRevenue from contracts with customers4,8574,5564,945
Total revenue$273,662$260,983$261,309

In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate and other investments when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the nonfinancial asset that was sold. For the years ended December 31, 2025, 2024, and 2023, the Company recognized a gain of $79.5 million, loss of $577,000, and gain of $71.2 million, respectively, on the sale of real estate and other investments. Any gain or loss on real estate dispositions is net of certain closing and other costs associated with the disposition.

MARKET CONCENTRATION RISK

The Company is subject to increased exposure from economic and other competitive factors specific to markets where it holds a significant percentage of the carrying value of its real estate portfolio. As of December 31, 2025, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota; Denver, Colorado; and Boulder / Ft. Collins, Colorado markets.

INCOME TAXES

The Company operates in a manner intended to enable it to continue to qualify as a REIT under Sections 856-860 of the Internal Revenue Code. Under those sections, a REIT which distributes at least 90% of its REIT taxable income, excluding capital gains, as a dividend to its shareholders each year and which meets certain other conditions will not be taxed on that portion of its taxable income which is distributed to shareholders. For the years ended December 31, 2025, 2024, and 2023, the Company distributed in excess of 90% of its taxable income and realized capital gains from property dispositions within the prescribed time limits. Accordingly, no provision has been made for federal income taxes in the accompanying Consolidated Financial Statements. If the Company fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate rates (including any alternative minimum tax) and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, the Company may be subject to certain state and local income and property taxes, and to federal income and excise taxes on undistributed taxable income. In general, however, if the Company qualifies as a REIT, no provisions for federal income taxes are necessary except for taxes on undistributed REIT taxable income and taxes on the income generated by a taxable REIT subsidiary (TRS).

The Company hasone TRS, which is subject to corporate federal and state income taxes on its taxable income at regular statutory rates. There were no income tax provisions or material deferred income tax items including any valuation allowances for the TRS for the years ended December 31, 2025, 2024, and 2023.

During the year ended December 31, 2025, the Company adopted ASU 2023-09, Income Tax (Topic 740): Improvements to Income Tax Disclosures. The standard enhances income tax disclosure requirements, including expanded disclosures related to the effective tax rate reconciliation and income taxes paid by jurisdiction. The adoption of ASU 2023‑09 did not have a material impact on the Company’s consolidated financial statements, as the Company generally is not subject to U.S. federal income taxes due to its REIT status.

The Company conducts its business activity as an Umbrella Partnership Real Estate Investment Trust (“UPREIT”) through its Operating Partnership. UPREIT status allows us to accept the contribution of real estate in exchange for Units. Generally, such a contribution to a limited partnership allows for the deferral of gain by an owner of appreciated real estate.

The following table indicates how distributions were characterized for federal income tax purposes for the years ended December 31, 2025, 2024, and 2023:

CALENDAR YEAR202520242023
Tax status of distributions
Capital gain69.55%—%48.79%
Ordinary income30.45%41.71%28.46%
Return of capital—%58.29%22.75%

VARIABLE INTEREST ENTITY

Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all the Company’s assets and liabilities are held through a VIE.

OTHER ASSETS

As of December 31, 2025 and 2024, other assets consisted of the following amounts:

in thousands
December 31, 2025December 31, 2024
Receivable arising from straight line rents$1,645$408
Accounts receivable, net of allowance524384
Real estate related notes receivable26,39425,092
Prepaid assets7,1668,271
Other assets(1)5,7154,626
Intangible assets, net of accumulated amortization2,0151,977
Property and equipment, net of accumulated depreciation5262,543
Goodwill316491
Deferred charges and leasing costs2,3192,025
Total Other Assets$46,620$45,817

(1)See Involuntary Conversion of Assets discussion below for additional information on insurance receivable included here.

Real estate related notes receivable. In connection with the acquisition of The Lydian, an apartment community in Denver, Colorado, the Company acquired a tax increment financing note receivable (“TIF”) with an initial principal balance of $4.1 million. As of December 31, 2025 and 2024, the principal balance was $3.9 million and $4.1 million, respectively, which appears within other assets in the Consolidated Balance Sheets at fair value. The note bears an interest rate of 6.0% with payments due in March and July of each year. The note matures September 30, 2041.

In connection with the acquisition of Ironwood, an apartment community in New Hope, Minnesota, the Company acquired a TIF note receivable with an initial principal balance of $6.6 million. As of December 31, 2025 and 2024, the principal balance was $4.9 million and $5.2 million, respectively, which appears within other assets in the Consolidated Balance Sheets at fair value. The note bears an interest rate of 4.5% with payments due in February and August of each year. The note matures February 1, 2039 and may be prepaid in whole or in part at any time.

In 2023, the Company originated a $15.1 million mezzanine loan for the development of an apartment community located in Inver Grove Heights, Minnesota. The mezzanine loan bears interest at 10.0% per annum, which accrues and is added to the principal balance and is payable at maturity. As of December 31, 2025 and 2024, the Company had funded $15.1 million of the mezzanine loan. As of December 31, 2025 and 2024, the principal balance was $18.0 million and $16.3 million, respectively, which appears within other assets in the Consolidated Balance Sheets at fair value. The loan matures in December 2027 unless extended to December 2028 in accordance with the terms of the mezzanine loan agreement. The loan is secured by a pledge of and first priority security interest against 100% of the membership interests in the mezzanine borrower and the agreement provides the Company with an option to purchase the development at a discount to future appraised value. The loan represents an investment in an unconsolidated variable interest entity. The Company is not the primary beneficiary of the VIE as Centerspace does not have the power to direct the activities which most significantly impact the entity’s economic performance nor does Centerspace have significant influence over the entity.

Intangible Assets. Intangible assets consist of in-place leases valued at the time of acquisition. The amortization period reflects the average remaining term of in-place leases acquired, which are generally less thanone year for multifamily apartment homes and average lease term for the commercial spaces in the Company’s mixed use properties. For the years ended December 31, 2025, 2024, and 2023, the Company recognized $8.3 million, $2.8 million, and $2.6 million, respectively, of amortization expense related to these intangibles, included within depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Income (Loss). The intangible assets remaining at December 31, 2025 related to in-place leases of multifamily apartment homes will be fully amortized in 2026, while in-place leases related to commercial spaces at certain apartment communities will be fully amortized by 2036.

Property and equipment. Property and equipment consists primarily of office equipment located at the Company’s corporate offices in Minot, North Dakota and in Minneapolis, Minnesota. As of December 31, 2025 and 2024, property and equipment cost was $1.8 million and $4.0 million, respectively. The Consolidated Balance Sheets reflect these assets at cost, net of accumulated depreciation of $1.2 million and $1.5 million as of December 31, 2025 and 2024, respectively, and are included within other assets.

ADVERTISING COSTS

Advertising costs are expensed as incurred and reported on the Consolidated Statements of Operations and Comprehensive Income (Loss) within the Property operating expenses, excluding real estate taxes line item. During the years ended December 31, 2025, 2024, and 2023 total advertising expense was $3.0 million, $3.3 million, and $3.2 million, respectively.

SHARE-BASED COMPENSATION

The cost of share-based compensation is measured at grant date fair value based on estimated fair value of the awards. The estimated fair value of share-based awards is being amortized over the requisite service period. Refer to Note 13, Share-Based Compensation for additional discussion.

SEVERANCE AND TRANSITION

On March 23, 2023, the Company entered into a Separation and General Release Agreement (the “Separation Agreement”) in connection with the departure of our former CEO. During the year ended December 31, 2023, the Company incurred total severance costs of $2.2 million for the cash severance and benefits for the former CEO, $737,000 in share-based compensation expense for the acceleration of certain equity awards, and $306,000 in other CEO transition related expenses. These expenses are included within general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). During the years ended December 31, 2025 and 2024, the Company hadno severance and transition costs.

INVOLUNTARY CONVERSION OF ASSETS

During the year ended December 31, 2025, the Company recognized $1.9 million in casualty losses resulting from insurance events. The Company also recorded $920,000 in offsetting insurance receivables which are recorded within other assets on the Consolidated Balance Sheets. Any business interruption insurance proceeds and subrogation proceeds will be recognized when received, in accordance with ASC 610-30.

During the year ended December 31, 2024, Centerspace recognized $2.8 million in casualty losses resulting fromsix new insurance events and updated estimates onfour previously reported events. The Company also recorded $566,000 in offsetting insurance receivables for new insurance events which are recorded within other assets on the Consolidated Balance Sheets.

In April 2023, a portion of an apartment community was destroyed by fire. The Company recorded a write-down of the apartment community asset, in accordance with ASC 610-30 on involuntary conversion of non-monetary assets, totaling $1.3 million with an offsetting insurance receivable recorded within other assets on the Consolidated Balance Sheets. During the year ended December 31, 2024, the claim was settled for $1.6 million, including remediation and other operating expenses.

During the year ended December 31, 2023, Centerspace recorded $2.0 million in additional write-downs tothree apartment community assets due to separate insurance events with offsetting insurance receivables totaling $1.2 million recorded within other assets on the Consolidated Balance Sheets.

LITIGATION SETTLEMENT

During the year ended December 31, 2023, the Company recorded a loss on litigation settlement of $3.9 million due to a trial judgment entered against Centerspace for property damage, resulting in monetary losses. Centerspace was the named defendant in a lawsuit where the owner of a neighboring property claimed a retaining wall at one of the Company’s apartment communities was causing water damage to the neighboring property. The original judgment was ordered on October 9, 2023 for $2.9 million which the Company immediately paid. In November 2023, the claimant filed motions requesting additional interest on the judgment and trial costs. Subsequent to December 31, 2023, the claimant was awarded an additional $1.0 million in judgment related interest and costs. The Company paid the additional amount and recorded the loss on litigation for the year ended December 31, 2023. After the additional judgment, the claimant’s appeal was dismissed. The Company believes this matter is settled.

NOTE 3 •NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares of beneficial interest (“common shares”) outstanding during the period. Centerspace has issued restricted stock units (“RSUs”) and incentive stock options (“ISOs”) under its 2015 Incentive Plan, RSUs under its 2025 Incentive Plan (as defined below), Series D Convertible Preferred Units (“Series D preferred units”), and Series E Convertible Preferred Units (“Series E preferred units”), which could have a dilutive effect on net income (loss) per share upon the vesting of the RSUs, exercise of the ISOs, or conversion of the Series D or Series E preferred units (refer to Note 4 for further discussion of the Series D and the Series E preferred units). Additionally, under the terms of the Operating Partnership’s

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 aone-for-one-basis.The Company calculates diluted net income (loss) per share using the treasury stock method for RSUs and ISOs and the if converted method for Series D preferred units and Series E preferred units. Other than the issuance of RSUs, ISOs, Units, Series D preferred units, and Series E preferred units, there are no outstanding options, warrants, convertible stock, or other contractual obligations requiring issuance of additional common shares that would result in a dilution of net income (loss).

The following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted net income (loss) per share reported in the Consolidated Financial Statements for the years ended December 31, 2025, 2024, and 2023:

(in thousands, except per share data)
Year Ended December 31,
202520242023
NUMERATOR
Net income (loss) attributable to controlling interests$17,101$(11,328)$41,325
Distributions to Series C preferred shareholders—(4,821)(6,428)
Redemption of Series C preferred shares—(3,511)—
Numerator for basic income (loss) per share – net income (loss) available to common shareholders17,101(19,660)34,897
Noncontrolling interests – Operating Partnership and Series E preferred units(1)——4,877
Numerator for diluted income (loss) per share$17,101$(19,660)$39,774
DENOMINATOR
Denominator for basic income (loss) per share weighted average shares16,72815,50414,994
Effect of Series E preferred units(1)——2,100
Effect of diluted restricted stock awards and restricted stock units47—24
Denominator for diluted income (loss) per share16,77515,50417,118
NET INCOME (LOSS) PER COMMON SHARE – BASIC$1.02$(1.27)$2.33
NET INCOME (LOSS) PER COMMON SHARE – DILUTED$1.02$(1.27)$2.32

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

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

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

For the year ended December 31, 2023, operating partnership units of 925,000 and Series D preferred Units of 228,000, as converted, were excluded from the calculation of diluted net income (loss) per share because they were anti-dilutive as including these items would have improved net income per share.

NOTE 4 •MEZZANINE EQUITY AND EQUITY

Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 59,400 and 165,600 preferred units as of December 31, 2025 and 2024, respectively. The Series D preferred units have a par value of $100 per preferred unit. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year and have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. During the year ended December 31, 2025, the Company redeemed 106,200 Series D preferred units for an aggregate redemption price of $10.6 million. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units have an aggregate liquidation value of $5.9 million and $16.6 million as of December 31, 2025 and 2024, respectively. Changes in the redemption value are based on changes in the trading value of common shares and are charged to common shares on the Consolidated Balance Sheets each quarter. The holders of the Series D preferred units do not have voting rights and do not participate in income or loss. Distributions to Series D unitholders are presented in the Consolidated Statements of Equity within net income (loss) attributable to controlling interests and noncontrolling interests.

Series C Preferred Shares. On August 30, 2024, we delivered notice to holders of our Series C preferred shares that we intended to redeem all 3.9 million Series C preferred shares at a redemption price equal to $25 per share plus any accrued but unpaid distributions per share up to and including the redemption date of September 30, 2024. On September 30, 2024, the Company completed the redemption of all the outstanding Series C preferred shares for an aggregate redemption price of $97.0 million, excluding distributions, which was $3.5 million in excess of the carrying value and is included in redemption of preferred shares on the Consolidated Statements of Operations and Comprehensive Income (Loss). Such shares wereno longer outstanding as of December 31, 2025 and 2024.

Operating Partnership Units. Outstanding Units in the Operating Partnership were 920,000 Units at December 31, 2025 and 980,000 Units at December 31, 2024. During the year ended December 31, 2024, Centerspace issued 190,000 Units as partial consideration for the acquisition ofone apartment community located in Denver, Colorado.

Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the years ended December 31, 2025 and 2024 as detailed in the table below.

(in thousands)
Number ofTotal Book
UnitsValue
Year ended December 31, 202560$2,661
Year ended December 31, 202471$3,218

Series E Preferred Units (Noncontrolling interest). Centerspace had 1.6 million Series E preferred units outstanding as of December 31, 2025 and 2024. Each Series E preferred unit has a par value of $100. The Series E preferred unit holders receive a preferred distribution at the rate of 3.875% per year and participate in income and loss. Each Series E preferred unit is convertible, at the holder’s option, into 1.20482 common Units. Centerspace has the option, at its sole election, to convert Series E preferred units into common Units if its stock has traded at or above $83 per share for 15 of 30 consecutive trading days and it has made at least three consecutive quarters of distributions with a rate of at least $0.804 per common Unit. The Series E preferred units had an aggregate liquidation preference of $157.0 million and $158.2 million at December 31, 2025 and 2024, respectively. The holders of the Series E preferred units do not have voting rights.

The Company redeemed Series E preferred units in exchange for common shares in connection with Series E unitholders exercising their exchange rights during the years ended December 31, 2025 and 2024 as detailed below.

(in thousands)
Number of Series ENumber ofTotal
Preferred Units RedeemedCommon Shares IssuedValue
Year ended December 31, 20251114$598
Year ended December 31, 2024143172$7,784

Common Shares and Equity Awards. Common shares outstanding on December 31, 2025 and 2024 totaled 16.8 million and 16.7 million, respectively. During the years ended December 31, 2025 and 2024, Centerspace issued approximately 30,788 and 13,524 common shares, respectively, with a total grant-date value of $2.9 million and $1.0 million, respectively, under its 2015 Incentive Plan, as share-based compensation for employees and trustees. These shares vested based on performance and service criteria. Refer to Note 13 for additional details on share-based compensation. During the year ended December 31, 2025, approximately 400 common shares were forfeited under the 2015 Incentive Plan compared to 200 common shares forfeited during the year ended December 31, 2024.

Equity Distribution Agreement. Centerspace has entered into an equity distribution agreement in connection with the at-the-market offering (“ATM Program”) through which it may offer and sell common shares in amounts and at times determined by management. The maximum aggregate offering price of common shares available for offer and sale thereunder is $500.0 million. Under the ATM Program, the Company may enter into separate forward sale agreements. The proceeds from the sale of common shares under the ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. As of December 31, 2025, common shares having an aggregate offering price of up to $262.9 million remained available under the ATM Program.

The table below provides details on the sale of common shares under the ATM Program during the years ended December 31, 2025 and 2024.

(in thousands, except per share amounts)
Number of Common SharesTotal Consideration(1)Average Price Per Share(1)
Year ended December 31, 2025—$—$—
Year ended December 31, 2024(2)1,587$112,613$71.66

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

(2)Includes 869,000 shares sold on a forward basis for $62.7 million which were physically settled during the year ended December 31, 2024.

Share Repurchase Program. The Company had a share repurchase program, providing for the repurchase of up to an aggregate of $50 million of the Company’s outstanding common shares. This program expired on March 10, 2025. Effective July 31, 2025, the Board of Trustees authorized a new share repurchase program (the “ Share Repurchase Program”), providing for the repurchase of up to an aggregate of $100 million of the Company’s outstanding common shares. Under the Share Repurchase Program, the Company is authorized to repurchase common shares through open-market purchases, privately-negotiated transactions, block trades, or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The specific timing and amount of repurchases will vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors. The table below provides details on the shares repurchased during the years ended December 31, 2025 and 2024. As of December 31, 2025, the Company had $96.5 million remaining authorized for purchase under the Share Repurchase Program.

(in thousands, except per share amounts)
Number of Common SharesAggregate Cost(1)Average Price Per Share(1)
Year ended December 31, 202563$3,454$54.86
Year ended December 31, 202488$4,703$53.62

(1)Amount includes commissions.

NOTE 5 •NONCONTROLLING INTERESTS

Interests in the Operating Partnership held by limited partners are represented by Units and Series E preferred units. The Operating Partnership’s income is allocated to holders of Units and Series E preferred units based upon the ratio of their holdings to the total Units outstanding during the period. Capital contributions, distributions, and profits and losses are allocated to noncontrolling interests in accordance with the terms of the Operating Partnership’s Agreement of Limited Partnership.

Centerspace reflects noncontrolling interests in consolidated real estate entities on the Consolidated Balance Sheets for the portion of properties consolidated by us that are not wholly owned by us. The earnings or losses from these properties attributable to the noncontrolling interests are reflected as net income attributable to noncontrolling interests – consolidated real estate entities in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The joint venture entity, in which the Operating Partnership had a general partner or controlling interest, no longer held any assets or liabilities and was deconsolidated as of December 31, 2025. This entity was consolidated into the Company’s operations with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses. The transaction that resulted in the deconsolidation of the joint venture entity was not with a related party. The Company’s noncontrolling interests – consolidated real estate entities at December 31, 2025 and 2024 were as follows:

(in thousands)
December 31, 2025December 31, 2024
IRET - Cypress Court Apartments, LLC$—$673
Noncontrolling interests – consolidated real estate entities$—$673

NOTE 6 •DEBT

The following table summarizes the Company’s secured and unsecured debt at December 31, 2025 and December 31, 2024:

(in thousands)
December 31, 2025 · December 31, 2024
Carrying AmountWeighted Average Interest RateCarrying AmountWeighted Average Interest RateWeighted Average Maturity in Years at December 31, 2025
Lines of credit (1)$154,9255.12%$47,3595.86%2.56
Unsecured senior notes(2)(4)300,0003.12%300,0003.12%4.62
Unsecured debt454,925347,3593.92
Mortgages payable - Fannie Mae credit facility(4)198,8502.78%198,8502.78%5.56
Mortgages payable - other(3)(4)(5)400,1343.88%420,4144.02%11.03
Secured debt$598,984$619,2649.22
Subtotal$1,053,9093.64%$966,6233.58%6.93
Deferred financing costs, premiums, and discounts on mortgages payable, net(32,324)(10,758)
Deferred financing costs on notes payable, net(421)(480)
Total debt$1,021,164$955,385

(1)Interest rates on lines of credit are variable and exclude any unused facility fees and amounts reclassified from accumulated other comprehensive income (loss) into interest expense from terminated interest rate swaps.

(2)Included within notes payable on the Consolidated Balance Sheets.

(3)Represents apartment communities encumbered by mortgages;10 at December 31, 2025 and 15 at December 31, 2024.

(4)Interest rate is fixed.

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

As of December 31, 2025,44 apartment communities were not encumbered by mortgages and were available to provide credit support for the unsecured borrowings. The Company’s primary unsecured credit facility (the “Unsecured Credit Facility” or “Facility”) is a revolving, multi-bank line of credit, with Bank of Montreal serving as administrative agent. In May 2025, the Company exercised the accordion feature of the Facility, expanding the borrowing capacity by $150.0 million to $400.0 million. Prior to the exercise of the accordion feature, the line of credit had total commitments and borrowing capacity of up to $250.0 million, based on the value of unencumbered properties. As of December 31, 2025, the Company had additional borrowing availability of $246.0 million beyond the $154.0 million drawn under the Facility, priced at an interest rate of 5.12%. As of December 31, 2024, the Company had additional borrowing availability of $206.0 million beyond the $44.0 million drawn under the Facility, priced at an interest rate of 5.81%. This Facility matures in July 2028, with an option to extend maturity for up totwo additionalsix-month periods.

The Secured Overnight Financing Rate (“SOFR”) is the benchmark alternative reference rate under the Facility. As amended, the interest rates on the line of credit are based on the consolidated leverage ratio, at the Company’s option, on either the lender’s base rate plus a margin, ranging from 20-80 basis points, or daily or term SOFR, plus a margin that ranges from 120-180 basis points with the consolidated leverage ratio described under the Third Amended and Restated Credit Agreement, as amended.

Centerspace has an operating line of credit agreement with US Bank, N.A. which has a borrowing capacity of up to $10.0 million and pricing based on SOFR. This operating line of credit terminates in September 2026 and is designed to enhance treasury management activities and more effectively manage cash balances. As of December 31, 2025 there was $925,000 outstanding on this line of credit, priced at an interest rate of 5.91%, compared to $3.4 million outstanding as of December 31, 2024, priced at an interest rate of 6.56%.

Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) under which the Company had issued $175.0 million in unsecured senior promissory notes (“Unsecured Shelf Notes”). On October 28, 2024, the shelf agreement was amended to extend the period of time during which the Company may borrow money to October 2027 and to increase the borrowing capacity to $300.0 million. The Company issued $125.0 million of senior unsecured promissory notes (“Unsecured Club Notes”, and, collectively with the Unsecured Shelf Notes, the “unsecured senior notes”) under a separate private note purchase agreement with PGIM and certain other lenders. The following table shows the notes issued under both agreements as of December 31, 2025 and 2024.

(in thousands)
AmountMaturity DateFixed Interest Rate
Series A$75,000September 13, 20293.84%
Series B$50,000September 30, 20283.69%
Series C$50,000June 6, 20302.70%
Series 2021-A$35,000September 17, 20302.50%
Series 2021-B$50,000September 17, 20312.62%
Series 2021-C$25,000September 17, 20322.68%
Series 2021-D$15,000September 17, 20342.78%

Centerspace has a $198.9 million Fannie Mae Credit Facility Agreement (“FMCF”). The FMCF is secured by mortgages on 7 and 11 apartment communities, respectively, as of December 31, 2025 and 2024. The notes are interest-only, with varying maturity dates of 7,10, and 12 years, and a blended weighted average fixed interest rate of 2.78%. As of December 31, 2025 and 2024, the FMCF had a balance of $198.9 million. The FMCF is included within mortgages payable on the Consolidated Balance Sheets.

As of December 31, 2025, Centerspace owned 10 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF. All of these mortgage loans were non-recourse to the Company other than for standard carve-out obligations. Interest rates on mortgage loans range from 2.78% to 5.04%, and the mortgage loans have varying maturity dates from June 1, 2026, through June 1, 2060. As of December 31, 2025 and 2024, the mortgage loans had a balance of $400.1 million and $420.4 million, respectively, excluding unamortized premiums and discounts. As of December 31, 2025, the Company believes there areno material defaults or instances of material noncompliance in regard to any of these mortgage loans.

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

(in thousands)
2026$57,432
202749,679
2028268,224
202997,237
203089,159
Thereafter492,178
Total payments$1,053,909
Deferred financing costs, premiums, and discounts on mortgages payable, net(32,324)
Deferred financing costs on notes payable, net(421)
Total1,021,164

The Company’s borrowings are subject to customary covenants and limitations. The Company believes that it was in compliance with all such covenants and limitations as of December 31, 2025.

NOTE 7 •DERIVATIVE INSTRUMENTS

Centerspace had, in the past, used interest rate derivatives to stabilize interest expense and manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable rate interest debt.

Changes in the fair value of derivatives designated and that qualify as cash flow hedges were recorded in accumulated other comprehensive income (loss) (“OCI”) and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive income (loss) were reclassified to interest expense in the periods in which interest payments were incurred on variable rate debt. As of December 31, 2025, the Company fully amortized the amounts in accumulated other comprehensive income (loss). As of December 31, 2025 and 2024, the Company hadno remaining interest rate swaps.

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

(in thousands)
Gain Recognized in OCI · Location of Loss Reclassified from Accumulated OCI into Income · Loss Reclassified from Accumulated OCI into Net Income (Loss)
Year Ended December 31, · Year Ended December 31,
2025 · 2024 · 2023 · 2025 · 2024 · 2023
Total derivatives in cash flow hedging relationships - interest rate swaps$—$—$—Interest expense$(407)$(712)$(936)

NOTE 8 •FAIR VALUE MEASUREMENTS

In determining the fair value of other financial instruments, Centerspace applies FASB ASC 820, “Fair Value Measurement and Disclosures”. Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant data (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.

Fair Value Measurements on a Recurring Basis

(in thousands)
Balance Sheet LocationTotalLevel 1Level 2Level 3
Assets
Real estate related notes receivableOther assets$26,394$—$—$26,394
Assets
Real estate related notes receivableOther assets$25,092$—$—$25,092

Centerspace utilizes an income approach with Level 3 inputs based on expected future cash flows to value the notes receivable. The unobservable inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 5.00% to 9.00%), and instrument specific credit risk (range of 0.5% to 1.0%). Changes in fair value of these receivables from period to period are reported in interest and other income on the Consolidated Statements of Operations and Comprehensive Income (Loss).

(in thousands)
Fair Value MeasurementOther Gains (Losses)Interest IncomeTotal Changes in Fair Value Included in Current Period Earnings
Real estate related notes receivable$26,394$36$2,246$2,282
Real estate related notes receivable$25,092$23$1,554$1,577

As of December 31, 2025 and 2024, Centerspace had investments totaling $3.5 million and $2.7 million, respectively, in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry. These investments appear within other assets on the Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of December 31, 2025, the Company had unfunded commitments of $650,000.

Fair Value Measurements on a Nonrecurring Basis

Non-financial assets measured at fair value on a nonrecurring basis at December 31, 2025 consisted of real estate investments that were written down to estimated fair value in connection with impairment recorded onone apartment community during the year ended December 31, 2025. There wereno non-financial assets or liabilities measured at fair value on a nonrecurring basis at December 31, 2024. The Company’s determination of fair value is based on an independent appraisal which considers operating and other market data to determine fair value. Due to uncertainties in the estimation process, actual results could differ from such estimates.

(in thousands)
Balance Sheet LocationTotalLevel 1Level 2Level 3
Assets
Real estate investments measured at fair valueProperty owned$39,700$—$—$39,700

Financial Assets and Liabilities Not Measured at Fair Value

Cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, and other liabilities are carried at amounts that reasonably approximate their fair value due to their short-term nature. For variable rate line of credit debt that re-prices frequently, fair values are based on carrying values.

The fair value of mortgages payable and unsecured senior notes is estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates, excluding any prepayment penalties (Level 3).

The estimated fair values of the Company’s financial instruments as of December 31, 2025 and 2024 are as follows:

(in thousands)
December 31, 2025 · December 31, 2024
Balance Sheet LocationAmountFair ValueAmountFair Value
FINANCIAL ASSETS
Cash and cash equivalents (Level 1)Cash and cash equivalents$12,833$12,833$12,030$12,030
Restricted cash (Level 1)Restricted cash2,8182,8181,0991,099
FINANCIAL LIABILITIES
Revolving lines of credit (Level 3)Revolving lines of credit154,925154,92547,35947,359
Unsecured senior notes (Level 3)(1)Notes payable300,000267,420300,000253,808
Mortgages payable - Fannie Mae credit facility (Level 3)Mortgages payable198,850175,996198,850166,679
Mortgages payable - other (Level 3)(1)Mortgages payable400,134358,627420,414383,213

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

NOTE 9 •ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS

Centerspace acquired $281.2 million and $53.4 million of new real estate during the years ended December 31, 2025 and 2024, respectively. The Company’s acquisitions during the years ended December 31, 2025 and 2024 are detailed below.

Year Ended December 31, 2025

DateAcquired · (in thousands)
TotalAcquisitionCost(1) · Form of Consideration · Investment Allocation
Acquisitions · Cash · Other(2) · Land · Building · IntangibleAssets(3) · Other(4)
341 homes - Sugarmont - Salt Lake City, UTMay 30, 2025$149,000$149,000$—$20,086$124,649$4,265$—
420 homes - Railway Flats - Loveland, COJuly 29, 2025132,20055,70476,49610,38794,1984,04623,569
Total Acquisitions$281,200$204,704$76,496$30,473$218,847$8,311$23,569

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

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

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

(4)Debt premium on assumed mortgages acquired.

Year Ended December 31, 2024

DateAcquired · (in thousands)
TotalAcquisitionCost(1) · Form of Consideration · Investment Allocation
Acquisitions · Cash · Units(2) · Other(3) · Land · Building · IntangibleAssets(4) · Other(5)
129 homes - The Lydian - Denver, COOctober 1, 2024$53,359$484$13,875$39,000$4,804$34,997$2,263$11,295
Total Acquisitions$53,359$484$13,875$39,000$4,804$34,997$2,263$11,295

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

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

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

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

(5)Debt premium on assumed mortgage and TIF note acquired. Refer to Note 2 for further TIF note discussion.

DISPOSITIONS

During the year ended December 31, 2025, Centerspace disposed oftwelve apartment communities and associated commercial space, in addition to its corporate office building, inthree transactions for an aggregate sales price of $215.5 million. During the year ended December 31, 2024, Centerspace disposed oftwo apartment communities intwo exchange transactions for an aggregate sales price of $19.0 million. The dispositions for the years ended December 31, 2025 and 2024 are detailed below.

Year Ended December 31, 2025

(in thousands)
Date · Book Value
DispositionsDisposedSales Priceand Sale CostGain/(Loss)
Multifamily
832 homes - 5 St. Cloud apartment communitiesSeptember 23, 2025$124,000$44,451$79,549
679 homes and related commercial space - 7 Minneapolis apartment communitiesNovember 6, 202588,07588,05025
Other - Commercial
Corporate Office - Minot, NDDecember 15, 20253,4003,504(104)
Total Dispositions$215,475$136,005$79,470

Year Ended December 31, 2024

(in thousands)
Date · Book Value
DispositionsDisposedSales Priceand Sale CostGain/(Loss)
Multifamily
69 homes - Southdale Parc - Richfield, MNFebruary 29, 2024$6,200$6,497$(297)
136 homes -Wingate - New Hope, MNFebruary 29, 202412,80013,080(280)
Total Dispositions$19,000$19,577$(577)

NOTE 10 •SEGMENTS

Centerspace operates in a single reportable segment which includes the ownership, management, development, redevelopment, and acquisition of apartment communities. Each of the operating properties is considered a separate operating segment because each property earns revenues, incurs expenses, and has discrete financial information.

The chief executive officer and chief financial officer are the chief operating decision-makers (“CODM”). The CODMs evaluate each property’s operating results using net operating income (“NOI”) to make decisions about resources to be allocated and to assess property performance, and do not group the properties based on geography, size, or type for this purpose. The Company defines NOI as total real estate revenues less property operating expenses, including real estate taxes. Centerspace believes that NOI is an important measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the sale of real estate and other investments, impairment, depreciation, amortization, financing costs, including interest and other income, losses on extinguishment of debt, interest expense, property management expenses, loss on litigation settlement, casualty gains (losses), and general and administrative expense.

The apartment communities have similar long-term economic characteristics and similar operating characteristics, such as type and length of lease, services offered to residents, and property management practices. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment, Multifamily. “All other” is composed of non-multifamily properties, non-multifamily components of mixed-use properties and apartment communities the Company has disposed or designated as held for sale, which did not meet the aggregation criteria. During the years ended December 31, 2025 and 2024, the Company disposed oftwelve andtwo apartment communities, respectively. For the years ended December 31, 2025 and 2024, the disposed properties were included in “all other”.

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

(in thousands)
Year ended December 31, 2025MultifamilyAll OtherTotal
Revenue$248,177$25,485$273,662
Property operating expenses
On-site compensation(1)25,1052,94228,047
Repairs and maintenance(2)13,5471,75015,297
Utilities14,8361,96716,803
Administrative and marketing6,2247276,951
Insurance9,3641,16510,529
Real estate taxes25,6522,99428,646
Net operating income$153,449$13,940$167,389
Property management expenses(9,638)
Casualty loss(816)
Depreciation and amortization(113,231)
Impairment of real estate investments(37,719)
General and administrative expenses(20,918)
Gain on sale of real estate and other investments79,470
Interest expense(44,884)
Loss on debt extinguishment(98)
Interest and other income3,409
Net income$22,964
(in thousands)
Year ended December 31, 2024MultifamilyAll OtherTotal
Revenue$231,359$29,624$260,983
Property operating expenses
On-site compensation(1)23,6903,45627,146
Repairs and maintenance(2)13,1972,20415,401
Utilities13,2752,24915,524
Administrative and marketing6,0761,1077,183
Insurance9,6161,46811,084
Real estate taxes23,6193,28726,906
Net operating income$141,886$15,853$157,739
Property management expenses(9,128)
Casualty loss(3,307)
Depreciation and amortization(106,450)
General and administrative expenses(17,802)
Loss on sale of real estate and other investments(577)
Interest expense(37,280)
Interest and other income2,613
Net loss$(14,192)
(in thousands)
Year ended December 31, 2023MultifamilyAll OtherTotal
Revenue$218,119$43,190$261,309
Property operating expenses
On-site compensation(1)22,6825,22127,903
Repairs and maintenance(2)11,9103,77015,680
Utilities13,0923,92717,019
Administrative and marketing5,0091,2206,229
Insurance8,2231,99910,222
Real estate taxes24,1174,64228,759
Net operating income$133,086$22,411$155,497
Property management expenses(9,353)
Casualty loss(2,095)
Depreciation and amortization(101,678)
Impairment of real estate investments(5,218)
General and administrative expenses(20,080)
Gain on sale of real estate and other investments71,244
Interest expense(36,429)
Interest income and other loss1,207
Loss on litigation settlement(3,864)
Net income$49,231

Segment Assets and Accumulated Depreciation

Segment assets are summarized as follows as of December 31, 2025 and 2024, respectively, along with reconciliations to the Consolidated Financial Statements:

(in thousands)
As of December 31, 2025MultifamilyAll OtherTotal
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 equivalents12,833
Restricted cash2,818
Other assets46,620
Total Assets$1,926,167
(in thousands)
As of December 31, 2024MultifamilyAll OtherTotal
Segment assets
Property owned$2,245,097$235,644$2,480,741
Less accumulated depreciation(561,001)(64,979)(625,980)
Total real estate investments$1,684,096$170,665$1,854,761
Cash and cash equivalents12,030
Restricted cash1,099
Other assets45,817
Total Assets$1,913,707

NOTE 11 •RETIREMENT PLANS

Centerspace sponsors a defined contribution 401(k) plan to provide retirement benefits for employees that meet minimum employment criteria. Centerspace currently matches, dollar for dollar, employee contributions to the 401(k) plan in an amount equal to up to 5.0% of the eligible wages of each participating employee. Matching contributions are fully vested when made. Centerspace recognized expense of approximately $1.4 million, $1.3 million, and $1.3 million, respectively, during the years ended December 31, 2025, 2024, and 2023.

NOTE 12 •COMMITMENTS AND CONTINGENCIES

Litigation. Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the Consolidated Financial Statements.

Environmental Matters. It is generally the Company’s policy to obtain a Phase I environmental assessment of each property that it seeks to acquire. Such assessments have not revealed, nor is the Company aware of, any environmental liabilities that it believes would have a material adverse effect on its financial position or results of operations. Centerspace owns properties that contain or potentially contain (based on the age of the property) asbestos, lead, or underground storage tanks. For certain of these properties, the Company estimated the fair value of the conditional asset retirement obligation and chose not to book a liability because the amounts involved were immaterial. With respect to certain other properties, Centerspace has not recorded any related asset retirement obligation as the fair value of the liability cannot be reasonably estimated due to insufficient information. The Company believes it does not have sufficient information to estimate the fair value of the asset retirement obligations for these properties because a settlement date or range of potential settlement dates has not been specified by others. These properties are expected to be maintained by repairs and maintenance activities that would not involve the removal of the asbestos, lead, and/or underground storage tanks.

Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around, or under the property. While the Company currently has no knowledge of any material violation of environmental laws, ordinances, or regulations at any of the properties, there can be no assurance that areas of contamination will not be identified at any of its properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs.

Insurance. Centerspace carries insurance coverage on its properties in amounts and types that it believes are customarily obtained by owners of similar properties and are sufficient to achieve its risk management objectives.

Limitations on Taxable Dispositions. Twenty-one properties, consisting of approximately 4,766 homes, are subject to limitations on taxable dispositions under agreements entered into with certain sellers or contributors of the properties and are effective for varying periods. Centerspace does not believe that the agreements materially affect the conduct of its business or its decisions whether to dispose of these properties during the limitation period because it generally holds these and other properties for investment purposes rather than for sale. In addition, where the Company deems it to be in the shareholders’ best interests to dispose of such properties, it generally seeks to structure sales of such properties as tax-deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, the Company may be required to provide tax indemnification payments to the parties to these agreements.

Redemption Value of Units. Pursuant to a Unitholder’s exercise of its Exchange Rights, the Company has the right, in its sole discretion, to acquire such Units by either making a cash payment or exchanging the Units for its common shares, on aone-for-one basis. All Units receive the same per Unit cash distributions as the per share dividends paid on common shares. Units are redeemable for an amount of cash per Unit equal to the average of the daily market price of common shares for theten consecutive trading days immediately preceding the date of valuation of the Unit. As of December 31, 2025 and 2024, the aggregate redemption value of the then-outstanding Units owned by limited partners, as determined by theten-day average market price for the common shares, was approximately $61.1 million and $64.8 million, respectively.

Unfunded Commitments. Centerspace has unfunded commitments of $650,000 intwo real estate technology venture funds. Refer to Note 8 - Fair Value Measurements for additional information regarding these investments.

NOTE 13 •SHARE-BASED COMPENSATION

Share-based awards are provided to officers, non-officer employees, and trustees under the 2025 Incentive Plan approved by shareholders on May 14, 2025 (the “2025 Incentive Plan”), which allows for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and restricted stock units (“RSUs”) up to an aggregate of 650,000 shares over theten-year period in which the plan is in effect. Under the 2025 Incentive Plan, officers and non-officer employees may earn share awards under a long-term incentive plan (“LTIP”), which is a forward-looking program that measures long-term performance over the stated performance period. These awards are payable to the extent deemed earned in shares. The terms of the long-term incentive awards granted under the revised program may vary from year to year.

Through December 31, 2025, awards under the 2025 Incentive Plan consisted of RSUs. The Company accounts for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures.

Prior to the approval of the 2025 Incentive Plan, share based awards were provided to officers, non-officer employees, and trustees under the 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 18, 2021 (the “2015 Incentive Plan”), which allowed for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and RSUs up to an aggregate of 775,000 shares over theten-year period in which the plan was in effect. Through December 31, 2025, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options.

The Company expenses the grant date fair value of LTIP awards in accordance with ASC Topic 718 Compensation-Stock Compensation. ASC 718 requires companies to measure the cost of the recipient services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. The cost of the share award is expensed over the requisite service period, which is usually the vesting period.

Share-Based Compensation Expense

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

(in thousands)
Year Ended December 31,
202520242023
Share-based compensation expense$3,445$3,014$3,295

Year Ended December 31, 2025 LTIP Awards

Awards granted to employees on January 1, 2025, under the 2015 Incentive Plan, consisted of an aggregate of 25,121 time-based RSU awards and 11,870 performance RSUs based on total shareholder return (“TSR”). The time-based RSUs vest as to one-third of the shares on each of January 1, 2026, January 1, 2027, and January 1, 2028.

The performance RSUs are earned based on the Company’s TSR as compared to the FTSE Nareit Equity Index over a forward looking three-year period. The maximum number of performance RSUs eligible to be earned is 23,740 RSUs, which is 200% of the performance RSUs granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. Compensation expense is recognized ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price, the risk-free interest rate on the interest rates on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 27.30%, a risk-free interest rate of 4.27%, and an expected life of 3 years. The share price at the grant date, January 1, 2025, was $66.15 per share.

Awards granted to employees on September 1, 2025, under the 2025 Incentive Plan, consist of 363 time-based RSUs and 2,682 performance RSUs based on TSR. The time-based RSUs vest as to one-third of the shares on each of September 1, 2026, January 1, 2027, and January 1, 2028. The performance RSUs are based on the Company’s TSR, as described above. The maximum number of performance RSUs eligible to be earned is 5,364 RSUs, which is 200% of the performance RSUs granted. The terms of this performance award are consistent with the terms of the performance awards described above.

Restricted Stock Units

During the years ended December 31, 2025, 2024, and 2023 the Company issued 25,934,21,125, and 22,799 time-based RSUs to employees, respectively, and 9,527,10,192, and 9,200 to trustees, respectively. The RSUs to employees generally vest over athree-year period and the RSUs to trustees generally vest over aone-year period. The fair value of the time-based RSUs granted during the years ended December 31, 2025, 2024, and 2023 was $2.3 million, $1.9 million, and $1.8 million, respectively. The fair value of share awards at grant date for non-employee trustees was approximately $607,000, $689,000, and $545,000 for the years ended December 31, 2025, 2024, and 2023, respectively. All of these awards are classified as equity awards. The

Company recognizes compensation expense associated with the time-based awards ratably over the requisite service period. The total compensation cost related to non-vested time-based RSUs not yet recognized as of December 31, 2025, 2024, and 2023 was $1.1 million, $966,000, and $798,000, respectively, which the Company expects to recognize over weighted average periods of 1.5 years,1.40 years, and 1.60 years, respectively.

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

The activity for the years ended December 31, 2025, 2024, and 2023 related to RSUs was as follows:

RSUs with Service Conditions · RSUs with Market Conditions
Wtd Avg Grant-Wtd Avg Grant-
SharesDate Fair ValueSharesDate Fair Value
Unvested at December 31, 202221,414$88.8330,042$106.90
Granted31,99957.2120,49782.63
Vested(1)(22,036)78.74(13,820)87.04
Forfeited(383)73.85(14,653)96.05
Unvested at December 31, 202330,994$65.5422,066$104.01
Granted31,31761.2818,87680.60
Vested(1)(15,626)66.15(9,771)130.91
Forfeited(192)58.42——
Unvested at December 31, 202446,493$61.1631,171$81.40
Granted35,46165.3814,55290.01
Vested(1)(34,476)64.48(12,295)82.63
Forfeited(357)62.87——
Unvested at December 31, 202547,121$61.9033,428$84.70

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

Stock Options

During the year ended December 31, 2025, Centerspace didnot issue any stock options to employees. Previously issued stock options vest over afour-year period. As of December 31, 2025, the total compensation costs related to non-vested stock options not yet recognized is $18,000, which the Company expects to recognize over a weighted average period of 1.00 year. The stock option activity for the years ended December 31, 2025, 2024, and 2023 was as follows:

Number of SharesWeighted Average Exercise Price
Outstanding at December 31, 2022196,623$74.02
Exercisable at December 31, 202280,42166.94
Granted45,95558.67
Exercised(1)(20,061)58.67
Expired(103,768)73.03
Forfeited(1,739)80.66
Outstanding at December 31, 2023117,010$71.41
Exercisable at December 31, 202359,47770.06
Outstanding at December 31, 2024117,010$71.41
Exercisable at December 31, 202485,43370.64
Exercised(1)(11,632)66.36
Expired(1,555)$70.64
Outstanding at December 31, 2025103,823$71.99
Exercisable at December 31, 202586,821$72.18

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

The intrinsic value of a stock option represents the amount by which the current price of the underlying stock exceeds the exercise price of the option. As of December 31, 2025, stock options outstanding had $121,000 aggregate intrinsic value with a weighted average remaining contractual term of 5.1 years.

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