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CENTERSPACE

For the period ended Mar 31, 2026. Filed May 4, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 4, 2026

CSR$57.22-2.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-03.

0000798359-25-000111

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-04.

0000798359-26-000038

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 145 previous paragraphs and 125 current paragraphs.

68 unchanged; 49 reworded; 5 added; 24 removed; 4 previous and 3 current paragraphs rearranged.

Tables are not compared: 8 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

•the process and results of our review of strategic alternatives;

Current report

•Same-store revenues remained consistent year over year, while property operating expenses increased, driving a 1.1% decrease in same-store NOI compared to the same period of the prior year.

Current report

We did not acquire or dispose of real estate during the three months ended March 31, 2026 and 2025.

Current report

Our borrowings are subject to customary covenants and limitations. We believe that we were in compliance with all such covenants and limitations as of March 31, 2026.

Current report

•Repaying $4.5 million of principal, net of draws, on our lines of credit;
Removed paragraphs (24)

Previous report

•Acquired Railway Flats in Loveland, Colorado, consisting of 420 homes for an aggregate purchase price of $132.2 million, which includes the assumption of $76.5 million in mortgage debt.

Previous report

•Sold five apartment communities in St. Cloud, Minnesota for an aggregate sale price of $124.0 million.

Previous report

•Same-store revenues increased by 2.4% for the three months ended September 30, 2025, compared to the same period of the prior year, driving a 4.5% increase in same-store NOI compared to the same period of the prior year.

Previous report

(2)Excludes apartment communities classified as held for sale.

Previous report

Revenue from same-store communities increased 2.8%, or $4.8 million, in the nine months ended September 30, 2025, compared to the same period in the prior year. The increase was attributable to 2.2% growth in average monthly revenue per occupied home for the nine months ended September 30, 2025 and an increase of 0.6% in occupancy as weighted average occupancy increased from 95.3% for the nine months ended September 30, 2024 to 95.9% for the nine months ended September 30, 2025. Property operating expenses, including real estate taxes, at same-store communities increased by 2.6% or $1.7 million in the nine months ended September 30, 2025, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $1.2 million, primarily due to an increase in utilities and compensation. Non-controllable expenses at same-store communities increased by $483,000, due to real estate taxes and offset by a decrease in insurance-related costs. Same-store NOI increased by $3.1 million to $107.0 million for the nine months ended September 30, 2025, compared to $103.8 million in the same period of the prior year.

Previous report

Revenue from non-same-store communities increased by $6.8 million in the nine months ended September 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $3.0 million. NOI at non-same-store communities increased by $3.7 million for the nine months ended September 30, 2025, compared to the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is due to the addition of three apartment communities, one during the fourth quarter of the prior year, one during the second quarter of the current year, and one during the third quarter of the current year, offset by a $651,000 decrease in NOI from repositioning a community by making full unit upgrades, resulting in lower occupancy and requiring relocation of residents.

Previous report

Revenue from held for sale and dispositions increased by $89,000 in the nine months ended September 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes, on held for sale and dispositions decreased by $233,000, compared to the same period in the prior year. NOI on held for sale and dispositions increased $322,000, compared to the same period in the prior year. We disposed of two apartment communities in the first quarter of 2024, disposed of five apartment communities during the third quarter of 2025, and had seven apartment communities classified as held for sale as of September 30, 2025.

Previous report

Casualty loss was $1.1 million in the nine months ended September 30, 2025, compared to $918,000 in the same period of the prior year. The increase is primarily due to claim activity in the prior year with losses in excess of our deductibles resulting in estimated recoveries compared to fewer large loss claims in excess of our deductibles and fewer recoveries in the current period. See Note 2 of the Notes to the Condensed Consolidated Financial Statements in the report for more details.

Previous report

Depreciation and amortization increased by 6.3% to $83.8 million in the nine months ended September 30, 2025, compared to $78.8 million in the same period of the prior year, primarily attributable to an increase in depreciation on apartment communities driven by the addition of three apartment communities, one in the fourth quarter of the prior year, one during the second quarter of the current year, and one in the third quarter of the current year, along with value add and acquisition capital projects, offset by a decrease in depreciation from held for sale and sold communities.

Previous report

Impairment of real estate investments. Impairment of real estate investments was $8.7 million and $23.2 million in the three and nine months ended September 30, 2025, respectively. The impairment was the result of six apartment communities that were written down to estimated fair value in connection with updated market offers on these held for sale assets.

Previous report

General and administrative expenses increased by $1.4 million to $14.4 million in the nine months ended September 30, 2025, compared to $12.9 million in the same period of the prior year. The increase was primarily due to increased compensation costs from higher share-based compensation and other compensation related costs along with professional fees and administrative and office expenses in the nine months ended September 30, 2025, compared to the same period of the prior year.

Previous report

Gain on sale of real estate and other investments. Gain on sale of real estate and other investments was $79.5 million for the three months ended September 30, 2025, compared to no gain or loss in the same period of the prior year. Refer to Note 8 in the Condensed Consolidated Financial Statements for more information.

Previous report

Gain on sale of real estate and other investments was $79.5 million for the nine months ended September 30, 2025, compared to a loss of $577,000 in the same period of the prior year. Refer to Note 8 in the Condensed Consolidated Financial Statements for more information.

Previous report

Net income available to common shareholders was $35.5 million for the nine months ended September 30, 2025, compared to a net loss of $14.6 million in the nine months ended September 30, 2024.

Previous report

Net income available to common shareholders for the nine months ended September 30, 2025, was $35.5 million compared to net loss of $14.6 million for the same period of the prior year. FFO applicable to common shares and Units for the nine months ended September 30, 2025, increased to $71.1 million compared to $61.7 million for the comparable period of the prior year, representing an increase of 15.1%. This FFO increase was primarily due to increased NOI along with distributions to preferred shareholders that occurred in the prior year that did not occur in the same period of the current year, offset by increased interest expense and general and administrative expense.

Previous report

We acquired $281.2 million of new real estate during the nine months ended September 30, 2025. We disposed of five apartment communities in one transaction for an aggregate sales price of $124.0 million during the nine months ended September 30, 2025. Refer to Note 8 in the Condensed Consolidated Financial Statements for more information.

Previous report

(1)Includes 869,000 shares sold on a forward basis for $62.7 million which were physically settled during the three months ended September 30, 2024.

Previous report

(2)Total consideration is net of $1.0 million and $1.1 million in commissions during the three and nine months ended September 30, 2024, respectively.

Previous report

•Receiving $175.1 million in net draws on the lines of credit; and

Previous report

•Receiving $122.4 million in net proceeds from the sale of five communities.

Previous report

•Acquiring two apartment communities for $206.2 million in cash, including transaction costs;

Previous report

•Redeeming 106,200 Series D preferred units for $10.6 million;

Previous report

•Repurchasing approximately 63,000 common shares for $3.5 million; and
Reworded paragraphs (49)

Previous wording

The following discussion and analysis should be read in conjunction with the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for the quarter ended September 30, 2025 (the “Report”), the audited financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K filed with the SEC on February 18, 2025, and the risk factors in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A, “Risk Factors,” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed with the SEC on May 1, 2025.

Current wording

The following discussion and analysis should be read in conjunction with the unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Report”), the audited financial statements for the year ended December 31, 2025, which are included in our Annual Report on Form 10-K filed with the SEC on February 17, 2026, and the risk factors in Part I, Item 1A, “Risk Factors,” of our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

•uncertain global macro-economic and political conditions, the impact of conflicts in Ukraine and the Middle East, including sanctions imposed by the U.S. and other countries, on inflation, trade, and general economic conditions;

Current wording

•uncertain global macro-economic and political conditions, the impact of actual or threatened wars or other international conflicts, such as in Ukraine, the Middle East, and South America, including sanctions imposed by the U.S. and other countries, on inflation, trade, and general economic conditions;

Previous wording

•deteriorating economic conditions, including rising unemployment rates, energy costs, and inflation, in the markets where we own apartment communities or in which we may invest in the future;

Current wording

•deteriorating economic conditions and rising unemployment rates, energy costs, and inflation, in the markets where we own apartment communities or in which we may invest in the future;

Previous wording

•financing risks, including our potential inability to meet existing covenants in existing credit facilities or to obtain new debt or equity financing on favorable terms, or at all;

Current wording

•financing risks, including our potential inability to meet existing covenants in our existing credit facilities or to obtain new debt or equity financing on favorable terms, or at all;

Previous wording

New factors may also arise from time to time that could have an adverse effect on our business and results of operations. Except as otherwise required by law, we undertake no obligation to publicly update or revise any forward-looking statements to reflect events, circumstances, or changes in expectations after the date on which this Report is filed. Readers also should review the risks and uncertainties detailed from time to time in filings with the SEC, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2024 and “Risk Factors” contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.

Current wording

New factors may also arise from time to time that could have an adverse effect on our business and results of operations. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The foregoing review of factors that could cause our actual results to differ materially from those contemplated in any forward-looking statements included in this Report should not be construed as exhaustive. Readers also should carefully review our financial statements and the notes thereto as well as the risks and uncertainties detailed from time to time in filings with the SEC, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” contained in our Annual Report on Form 10-K for the year ended December 31, 2025.

Previous wording

We are a real estate investment trust, or REIT, that owns, manages, acquires, redevelops, and develops apartment communities. We primarily focus on investing in markets characterized by stable and growing economies, strong employment, and an attractive quality of life that we believe, in combination, lead to higher demand for apartment homes and retention of our residents. As of September 30, 2025, we owned interests in 68 apartment communities consisting of 12,941 apartment homes. Property owned, as presented in our Condensed Consolidated Balance Sheets at historical cost and excluding assets held for sale, was $2.5 billion at September 30, 2025 and December 31, 2024.

Current wording

We are a real estate investment trust, or REIT, that owns, manages, acquires, redevelops, and develops apartment communities. We primarily focus on investing in markets characterized by stable and growing economic conditions, strong employment, and an attractive quality of life that we believe, in combination, lead to higher demand for our apartment homes and retention of our residents. As of March 31, 2026, we owned 61 apartment communities containing 12,263 apartment homes. Property owned, as presented in our Condensed Consolidated Balance Sheets at historical cost was $2.5 billion at March 31, 2026 and December 31, 2025.

Previous wording

•For the three months ended September 30, 2025, revenue increased by $6.4 million or 9.8% to $71.4 million, compared to $65.0 million for the three months ended September 30, 2024, primarily due to increased revenue from same-store and non-same-store communities.

Current wording

•For the three months ended March 31, 2026, revenue decreased by $2.0 million or 3.0% to $65.1 million, compared to $67.1 million for the three months ended March 31, 2025, primarily due to the sale of 12 apartment communities in the prior year, offset by increased revenue from non-same-store communities.

Previous wording

•Net income was $3.19 per diluted share for the three months ended September 30, 2025, compared to net loss of $0.40 per diluted share for the same period of the prior year.

Current wording

•Net loss was $0.77 per diluted share for the three months ended March 31, 2026, compared to net loss of $0.22 per diluted share for the same period of the prior year.

Previous wording

•Non-GAAP Core Funds from Operations (“Core FFO”) per diluted share increased to $1.19 for the three months ended September 30, 2025, compared to $1.18 for the three months ended September 30, 2024. See the description of Core FFO on pages 35 and 36 and the reconciliation of net income (loss) available to common shareholders to FFO and Core FFO on page 37. This increase was primarily due to increased NOI along with distributions to preferred shareholders that occurred in the prior year that did not occur in the same period of the current year, offset by increased interest expense and general and administrative expense. The drivers of these changes are discussed in more detail in the “Results of Operations” section below.

Current wording

•Non-GAAP Core Funds from Operations (“Core FFO”) per diluted share decreased to $1.12 for the three months ended March 31, 2026, compared to $1.21 for the three months ended March 31, 2025. See the description of Core FFO on pages 25 and 26 and the reconciliation of net loss available to common shareholders to FFO and Core FFO on page 27. This decrease was primarily due to decreased NOI due to dispositions and same-store communities, along with increases in general and administrative expenses and interest expense, offset by increased NOI on non-same-store communities. The drivers of these changes are discussed in more detail in the “Results of Operations” section below.

Previous wording

Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total real estate revenues less property operating expenses, including real estate taxes and is reconciled to operating income below. We believe that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that is unaffected by sales of real estate and other investments, impairment, depreciation, amortization, financing costs, property management expenses, casualty gains (losses), loss on litigation settlement, and general and administrative expenses. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income (loss), net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.

Current wording

Net operating income (“NOI”) is a non-GAAP financial measure, which we define as total real estate revenues less property operating expenses, including real estate taxes and is reconciled to operating income (loss) below. We believe that NOI is an important supplemental measure of operating performance for real estate because it provides a measure of operations that is unaffected by sales of real estate and other investments, impairment, depreciation, amortization, financing costs, property management expenses, casualty losses net of recoveries, loss on litigation settlement, and general and administrative expenses. NOI does not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income, net income (loss) available for common shareholders, or cash flow from operating activities as a measure of financial performance.

Previous wording

For the comparison of the nine months ended September 30, 2025 and 2024, four apartment communities and one apartment community, respectively, were non-same-store. Sold communities and communities designated as held for sale are included in “Held for sale and dispositions,” for all periods presented, while “Other properties” includes non-multifamily properties and the non-multifamily components of mixed-use properties. For the nine months ended September 30, 2025 and 2024, seven apartment communities were designated as held for sale and included in “Held for sale and dispositions.” During the three and nine months ended September 30, 2025, we disposed of five apartment communities, consisting of 832 apartment homes. During the nine months ended September 30, 2024, we disposed of two apartment communities, consisting of 205 apartment homes.

Current wording

For the comparison of the three months ended March 31, 2026 and 2025, 58 apartment communities were same-store and three apartment communities and one apartment community were non-same-store, respectively. Sold communities are included in “Dispositions,” for all periods presented, while “Other properties” includes non-multifamily properties and the non-multifamily components of mixed-use properties.

Previous wording

Reconciliation of Operating Income to Net Operating Income (non-GAAP)

Current wording

Reconciliation of Operating Income (Loss) to Net Operating Income (non-GAAP)

Previous wording

The following table provides a reconciliation of operating income to NOI (non-GAAP), which is defined above.

Current wording

The following table provides a reconciliation of operating income (loss) to NOI (non-GAAP), which is defined above.

Previous wording

The following consolidated results of operations, including GAAP and non-GAAP metrics, cover the three and nine months ended September 30, 2025 and 2024.

Current wording

The following consolidated results of operations, including GAAP and non-GAAP metrics, cover the three months ended March 31, 2026 and 2025.

Previous wording

Same-store analysis. Revenue from same-store communities increased 2.4%, or $1.4 million, in the three months ended September 30, 2025, compared to the same period in the prior year. The increase was attributable to 2.2% growth in average monthly revenue per occupied home for the three months ended September 30, 2025 and an increase of 0.2% in occupancy as weighted average occupancy increased from 95.6% for the three months ended September 30, 2024 to 95.8% for the three months ended September 30, 2025. Property operating expenses, including real estate taxes, at same-store communities decreased by 0.8% or $179,000 in the three months ended September 30, 2025, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $477,000, primarily due to an increase in repairs and maintenance, compensation, and utilities. Non-controllable expenses at same-store communities decreased by $656,000, due to real estate taxes and insurance-related costs. Same-store NOI increased by $1.5 million to $35.5 million for the three months ended September 30, 2025, compared to $34.0 million in the same period of the prior year.

Current wording

Same-store analysis. Revenue from same-store communities remained consistent in the three months ended March 31, 2026, compared to the same period in the prior year. The average monthly revenue per occupied home for the three months ended March 31, 2026 remained consistent with comparable periods while weighted average occupancy decreased 0.4% from 95.8% for the three months ended March 31, 2025 to 95.4% for the three months ended March 31, 2026. Property operating expenses, including real estate taxes, at same-store communities increased by 1.7% or $393,000 in the three months ended March 31, 2026, compared to the same period in the prior year. At same-store communities, controllable expenses (which exclude insurance and real estate taxes) increased by $490,000, primarily due to an increase in repairs and maintenance, utilities, and administrative and marketing expenses. Non-controllable expenses at same-store communities decreased by $97,000, due to a decrease in real estate taxes. Same-store NOI decreased by $388,000 to $35.3 million for the three months ended March 31, 2026, compared to $35.7 million in the same period of the prior year.

Previous wording

Non-same-store analysis. Revenue from non-same-store communities increased by $4.6 million in the three months ended September 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $1.9 million. NOI at non-same-store communities increased by $2.6 million for the three months ended September 30, 2025, compared to the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is due to the addition of three apartment communities, one during the fourth quarter of the prior year, one during the second quarter of the current year, and one in the third quarter of the current year, offset by a $334,000 decrease in NOI from repositioning a community by making full unit upgrades, resulting in lower occupancy and requiring relocation of residents.

Current wording

Non-same-store analysis. Revenue from non-same-store communities increased by $4.7 million in the three months ended March 31, 2026, compared to the same period in the prior year. Property operating expenses, including real estate taxes at non-same-store communities increased by $1.7 million. NOI at non-same-store communities increased by $3.0 million for the three months ended March 31, 2026, compared to the same period of the prior year. The increase in revenue, property operating expenses, and NOI from non-same-store communities is due to the addition of two apartment communities, one during the second quarter of the prior year and one during the third quarter of the prior year, offset by a $149,000 decrease in NOI from a community that experienced an increase in expenses resulting from the cancellation of contracts and uninsured loss events.

Previous wording

Other properties analysis. Revenue from other properties, which encompasses our commercial and mixed-use activity, increased by $361,000 in the three months ended September 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes, at other properties increased by $66,000, compared to the same period in the prior year. NOI at other properties increased by $295,000, compared to the same period in the prior year. The increase in revenue, property operating expense, and NOI on other properties is due to the addition of an apartment community with commercial space during the fourth quarter of the prior year.

Current wording

Other properties analysis. Revenue from other properties, which encompasses our commercial and mixed-use activity, increased by $104,000 in the three months ended March 31, 2026, compared to the same period in the prior year. Property operating expenses, including real estate taxes, at other properties decreased by $27,000, compared to the same period in the prior year. NOI at other properties increased by $131,000, compared to the same period in the prior year. The increase in revenue and NOI on other properties is primarily due to increased occupancy in the current period.

Previous wording

Held for sale and dispositions analysis. Revenue from held for sale and dispositions increased by $88,000 in the three months ended September 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes, decreased by $93,000 on held for sale and dispositions, compared to the same period in the prior year. NOI on held for sale and dispositions increased $181,000, compared to the same period in the prior year. We disposed of two apartment communities in the first quarter of 2024, disposed of five apartment communities during the third quarter of 2025, and had seven apartment communities classified as held for sale as of September 30, 2025.

Current wording

Dispositions analysis. Revenue from dispositions decreased by $6.9 million in the three months ended March 31, 2026, compared to the same period in the prior year. Property operating expenses, including real estate taxes, decreased by $3.3 million on dispositions, compared to the same period in the prior year. NOI on dispositions decreased $3.6 million, compared to the same period in the prior year. We disposed of five apartment communities during the third quarter of 2025 and seven apartment communities in the fourth quarter 2025.

Previous wording

Property management expenses. Property management expenses, consisting of property management overhead and property management fees paid to third parties, increased by 11.0% to $2.5 million in the three months ended September 30, 2025, compared to $2.2 million in the same period of the prior year. The increase was primarily due to higher compensation related costs compared to the same period of the prior year and fees paid to third parties for management of an apartment community we acquired in the second quarter of 2025.

Current wording

Property management expenses. Property management expenses, consisting of property management overhead and property management fees paid to third parties, decreased by 2.2% to $2.4 million in the three months ended March 31, 2026. The decrease was primarily due to reduced compensation related costs resulting from a reduction in headcount compared to the same period of the prior year, offset by an increase in fees paid to third parties for management of an apartment community we acquired in the second quarter of 2025.

Previous wording

Casualty gain (loss). Casualty loss was $127,000 in the three months ended September 30, 2025, compared to a gain of $412,000 in the same period of the prior year. The increase is primarily due to claim activity in the prior year with losses in excess of our deductibles resulting in estimated recoveries compared to fewer large loss claims in excess of our deductibles and fewer recoveries in the current period. See Note 2 of the Notes to the Condensed Consolidated Financial Statements in the report for more details.

Current wording

Casualty loss, net of recoveries. Casualty activity was a net recovery of $21,000 in the three months ended March 31, 2026, compared to a net loss of $532,000 in the same period of the prior year. The change is primarily due to claim activity in excess of our deductible along with increases in insurance recoveries and subrogation proceeds compared to the prior year. See Note 2 of the Notes to the Condensed Consolidated Financial Statements in the report for more details.

Previous wording

Depreciation and amortization. Depreciation and amortization increased by 11.4% to $29.1 million in the three months ended September 30, 2025, compared to $26.1 million in the same period of the prior year, primarily attributable to an increase in depreciation on apartment communities driven by the addition of three apartment communities, one in the fourth quarter of the prior year, one during the second quarter of the current year, and one in the third quarter of the current year, along with value add and acquisition capital projects and amortization of in-place leases, offset by a decrease in depreciation from held for sale and sold communities.

Current wording

Depreciation and amortization. Depreciation and amortization decreased by 4.2% to $26.5 million in the three months ended March 31, 2026, compared to $27.7 million in the same period of the prior year, primarily attributable to a decrease of $3.0 million in depreciation from dispositions that occurred in the prior year and a decrease of $861,000 on same-store communities primarily due to amortization of in-place leases in the prior year that did not occur in the current year, offset by an increase of $3.1 million on non-same-store driven by the addition of two apartment communities, one during the second quarter of the prior year and one in the third quarter of the prior year, along with value add and acquisition capital projects and amortization of in-place leases.

Previous wording

General and administrative expenses. General and administrative expenses increased by $895,000 to $5.0 million in the three months ended September 30, 2025, compared to $4.1 million in the same period of the prior year. The increase was primarily due to increased compensation costs from higher share-based compensation and other compensation related costs and increased professional fees in the three months ended September 30, 2025, compared to the same period of the prior year.

Current wording

General and administrative expenses. General and administrative expenses increased by $1.3 million to $6.3 million in the three months ended March 31, 2026, compared to $5.0 million in the same period of the prior year. The increase was primarily due to $977,000 in fees related to strategic review and increased compensation costs from higher share-based compensation and other compensation related costs in the three months ended March 31, 2026, compared to the same period of the prior year.

Previous wording

Interest expense. Interest expense increased by 45.2% to $13.0 million in the three months ended September 30, 2025, compared to $8.9 million in the same period of the prior year, primarily due to a higher outstanding balance on our lines of credit resulting from the acquisitions of two apartment communities, one in the second quarter and one in the third quarter of the current year, along with higher mortgage interest and amortization of debt discount resulting from the assumption of mortgages in connection with an acquisition in the fourth quarter of the prior year and an acquisition in the third quarter of the current year.

Current wording

Interest expense. Interest expense increased by 8.7% to $10.5 million in the three months ended March 31, 2026, compared to $9.6 million in the same period of the prior year, primarily due to a higher outstanding balance on our lines of credit resulting from the acquisitions of two apartment communities, one in the second quarter and one in the third quarter of the prior year, along with higher mortgage interest and amortization of debt discount resulting from the assumption of mortgages in connection with an acquisition in the third quarter of the prior year.

Previous wording

Interest and other income. Interest and other income increased to $1.2 million in the three months ended September 30, 2025, compared to $645,000 in the same period of the prior year. The increase was primarily due to a real estate related note receivable which has a higher principal balance in the current period compared to the same period of the prior year and a note receivable acquired in the fourth quarter of 2024.

Current wording

Interest and other income. Interest and other income increased to $890,000 in the three months ended March 31, 2026, compared to $708,000 in the same period of the prior year. The increase was primarily due to an unrealized gain on investments and interest income from a real estate related note receivable which has a higher principal balance in the current period compared to the same period of the prior year.

Previous wording

Net income (loss) available to common shareholders. Net income available to common shareholders was $53.8 million for the three months ended September 30, 2025, compared to a net loss of $6.2 million in the three months ended September 30, 2024.

Current wording

Net loss available to common shareholders. Net loss available to common shareholders was $12.9 million for the three months ended March 31, 2026, compared to a net loss of $3.7 million in the three months ended March 31, 2025.

Previous wording

Net income available to common shareholders for the three months ended September 30, 2025, was $53.8 million compared to net loss of $6.2 million for the same period of the prior year. FFO applicable to common shares and Units for the three months ended September 30, 2025, increased to $23.3 million compared to $18.7 million for the comparable period of the prior year, representing an increase of 24.7%. This FFO increase was primarily due to increased NOI along with distributions to preferred shareholders that occurred in the prior year that did not occur in the same period of the current year, offset by increased interest expense and general and administrative expense.

Current wording

Net loss available to common shareholders for the three months ended March 31, 2026, was $12.9 million compared to net loss of $3.7 million for the same period of the prior year. FFO applicable to common shares and Units for the three months ended March 31, 2026, decreased to $21.1 million compared to $23.2 million for the comparable period of the prior year, representing a decrease of 8.9%. This FFO decrease was primarily due to decreased NOI from dispositions and same-store communities along with increases in general and administrative expenses and interest expense, offset by increased NOI from non-same-store communities.

Previous wording

Reconciliation of Net Income (Loss) Available to Common Shareholders to Funds from Operations and Core Funds from Operations

Current wording

Reconciliation of Net Loss Available to Common Shareholders to Funds from Operations and Core Funds from Operations

Previous wording

Distributions of $0.77 and $0.75 per common share and Unit were declared during the three months ended September 30, 2025 and 2024, respectively. Distributions of $2.31 and $2.25 per common share and Unit were declared during the nine months ended September 30, 2025 and 2024, respectively. Distributions of $0.4140625 and $1.242188 per Series C preferred share were declared during the three and nine months ended September 30, 2024, respectively. Distributions of $0.9655 per Series D preferred unit were declared during the three months ended September 30, 2025 and 2024 and $2.8965 per Series D preferred unit for the nine months ended September 30, 2025 and 2024. Distributions of $0.96875 per Series E preferred unit were declared during the three months ended September 30, 2025 and 2024 and $2.90625 per Series E preferred unit for the nine months ended September 30, 2025 and 2024.

Current wording

Distributions of $0.77 per common share and Unit were declared during the three months ended March 31, 2026 and 2025. Distributions of $0.9655 per Series D preferred unit were declared during the three months ended March 31, 2026 and 2025. Distributions of $0.96875 per Series E preferred unit were declared during the three months ended March 31, 2026 and 2025.

Previous wording

Although we believe that our financial condition and liquidity are sufficient to meet our reasonably anticipated liquidity demands, factors that could increase or decrease our future liquidity include, but are not limited to, changes in interest rates or sources of financing, general volatility in capital and credit markets, changes in minimum REIT dividend requirements, and our ability to access the capital markets on favorable terms, or at all. As a result of the foregoing conditions or general economic conditions in our markets that affect our ability to attract and retain residents, we may not generate sufficient cash flow from operations. If we are unable to obtain capital from other sources, we may not be able to pay the distribution required to maintain our status as a REIT, make required principal and interest payments, make strategic acquisitions or make necessary routine capital improvements or undertake value add renovation opportunities with respect to our existing portfolio of operating assets.

Current wording

Although we believe that our financial condition and liquidity are sufficient to meet our reasonably anticipated liquidity demands, factors that could increase or decrease our future liquidity include, but are not limited to, changes in interest rates or sources of financing, general volatility in capital and credit markets, changes in minimum REIT distribution requirements, and our ability to access the capital markets on favorable terms, or at all. As a result of the foregoing conditions or general economic conditions in our markets that affect our ability to attract and retain residents, we may not generate sufficient cash flow from operations. If we are unable to obtain capital from other sources, we may not be able to pay the distribution required to maintain our status as a REIT, make required principal and interest payments, make strategic acquisitions or make necessary routine capital improvements or undertake value add renovation opportunities with respect to our existing portfolio of operating assets.

Previous wording

As of September 30, 2025, we had total liquidity of approximately $200.4 million, which included $187.5 million available on the lines of credit based on the value of unencumbered properties and $12.9 million of cash and cash equivalents. As of December 31, 2024, we had total liquidity of approximately $224.6 million, which included $212.6 million available on the lines of credit based on the value of unencumbered properties and $12.0 million of cash and cash equivalents.

Current wording

As of March 31, 2026, we had total liquidity of approximately $267.1 million, which included $259.6 million available on the lines of credit based on the value of unencumbered properties and $7.6 million of cash and cash equivalents. As of December 31, 2025, we had total liquidity of approximately $267.9 million, which included $255.1 million available on the lines of credit based on the value of unencumbered properties and $12.8 million of cash and cash equivalents.

Previous wording

As of September 30, 2025, we had a multibank, revolving line of credit with total commitments and borrowing capacity of $400.0 million, based on the value of unencumbered properties, (the “Unsecured Credit Facility” or “Facility”). 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 September 30, 2025, there was $222.5 million outstanding on this line of credit and additional borrowing availability was $177.5 million. At December 31, 2024, the line of credit borrowing capacity was $250.0 million based on the value of unencumbered properties, of which $44.0 million was outstanding and additional borrowing availability was $206.0 million. The line of credit is utilized to refinance existing indebtedness, to finance property acquisitions, to finance capital expenditures, and for general corporate purposes. On July 26, 2024, the Unsecured Credit Facility was amended to extend maturity and to modify the leverage-based margin ratios applicable to borrowings. As amended, this Facility matures in July 2028, with an option to extend maturity for up to two additional six-month periods.

Current wording

As of March 31, 2026, we had a multibank, revolving line of credit with total commitments and borrowing capacity of $400.0 million, based on the value of unencumbered properties, (the “Unsecured Credit Facility” or “Facility”). In May 2025, we exercised the accordion feature of the Facility, expanding the borrowing capacity by $150.0 million to $400.0 million. Prior to the exercise of the accordion feature, the line of credit had total commitments and borrowing capacity of up to $250.0 million, based on the value of unencumbered properties. As of March 31, 2026, there was $150.0 million outstanding on this line of credit, bearing interest at a rate of 4.88%, and additional borrowing availability was $250.0 million. As of December 31, 2025, there was $154.0 million outstanding, bearing interest at a rate of 5.12%, and additional borrowing availability was $246.0 million. The line of credit is utilized to refinance existing indebtedness, to finance property acquisitions, to finance capital expenditures, and for general corporate purposes. This Facility matures in July 2028, with an option to extend maturity for up to two additional six-month periods.

Previous wording

As amended, the interest rates on the line of credit are based on the consolidated leverage ratio, at our option, on either the lender’s base rate plus a margin, ranging from 20-80 basis points, or the daily or term Secured Overnight Financing Rate (“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.

Current wording

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 our option, on either the lender’s base rate plus a margin, ranging from 20-80 basis points, or the 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.

Previous wording

We have 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 September 30, 2025 there was no outstanding balance on this line of credit compared to $3.4 million outstanding as of December 31, 2024.

Current wording

We have an operating line of credit agreement with US Bank, N.A. which has a borrowing capacity of up to $10.0 million and pricing based on SOFR. This operating line of credit terminates in September 2026 and is designed to enhance treasury management activities and more effectively manage cash balances. As of March 31, 2026 there was $429,000 outstanding balance on this line of credit, bearing interest at a rate of 5.88%, compared to $925,000 outstanding as of December 31, 2025, bearing interest at a rate of 5.91%.

Previous wording

We have a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) under which we have 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 we may borrow money to October 2027 and to increase the borrowing capacity to $300.0 million. We also 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 September 30, 2025 and December 31, 2024.

Current wording

Shelf Notes”). On October 28, 2024, the shelf agreement was amended to extend the period of time during which we may borrow money to October 2027 and to increase the borrowing capacity to $300.0 million. We also issued $125.0 million of senior unsecured promissory notes (the “Unsecured Club Notes”, and collectively with the Unsecured Shelf Notes, the “unsecured senior notes”), under a separate private note purchase agreement with PGIM and certain other lenders. The following table shows the notes issued under both agreements as of March 31, 2026 and December 31, 2025.

Previous wording

We have a $198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is currently secured by mortgages on 11 apartment communities. The notes are interest-only, with varying maturity dates of 7, 10, and 12 years, and a blended, weighted average fixed interest rate of 2.78%. As of September 30, 2025 and December 31, 2024, the FMCF had a balance of $198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.

Current wording

We have a $198.9 million Fannie Mae Credit Facility Agreement (the “FMCF”). The FMCF is currently secured by mortgages on 7 apartment communities. The notes are interest-only, with varying maturity dates of 7, 10, and 12 years, and a blended, weighted average fixed interest rate of 2.78%. As of March 31, 2026 and December 31, 2025, the FMCF had a balance of $198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.

Previous wording

Mortgage loan indebtedness, excluding unamortized premiums and discounts and the FMCF, was $455.9 million on 13 apartment communities at September 30, 2025 and $420.4 million on 15 apartment communities at December 31, 2024. All of our mortgage debt is collateralized by apartment communities and is non-recourse at fixed rates of interest, with staggered maturities. This reduces the exposure to changes in interest rates, which minimizes the effect of interest rate fluctuations on our results of operations and cash flows. As of September 30, 2025 and December 31, 2024, the weighted average interest rate on mortgage debt was 3.87% and 4.02%, respectively. Further information can be found in Note 5 - Debt in the Condensed Consolidated notes.

Current wording

Mortgage loan indebtedness, excluding unamortized premiums and discounts and the FMCF, was $398.6 million on 10 apartment communities at March 31, 2026 and $400.1 million on 10 apartment communities at December 31, 2025. All of our mortgage debt is collateralized by apartment communities and is non-recourse at fixed rates of interest, with staggered maturities. This reduces the exposure to changes in interest rates, which minimizes the effect of interest rate fluctuations on our results of operations and cash flows. As of March 31, 2026 and December 31, 2025, the weighted average interest rate on mortgage debt was 3.88%. Further information, including principal payments due on our mortgage indebtedness and other tabular information, can be found in Note 5 - Debt in the Condensed Consolidated notes.

Previous wording

We had an equity distribution agreement in connection with our at the market offering (“ATM Program”) through which we 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 was $500.0 million. Under the ATM Program, we 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 nine months ended September 30, 2025. The table below provides details on the sale of common shares during the three and nine months ended September 30, 2024 under the ATM Program. As of September 30, 2025, common shares having an aggregate offering price of up to $262.9 million remained available under the ATM Program. Further information can be found in Note 4 - Mezzanine Equity and Equity in the Condensed Consolidated notes.

Current wording

We have an at the market offering (“ATM Program”) through which we 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, we may enter into separate forward sale agreements. The proceeds from the sale of common shares under the ATM Program may be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. There were no sales of common shares under the ATM program during the three months ended March 31, 2026 and 2025. As of March 31, 2026, common shares having an aggregate offering price of up to $262.9 million remained available under the ATM Program. Further information can be found in Note 4 - Mezzanine Equity and Equity in the Condensed Consolidated notes.

Previous wording

We had a share repurchase program, providing for the repurchase of up to an aggregate of $50.0 million of our outstanding common shares which expired on March 10, 2025. Effective July 31, 2025, the Board of Trustees authorized a new share purchase program (the “Share Repurchase Program”), providing for the repurchase of up to an aggregate of $100.0 million of our outstanding common shares. This Share Repurchase Program is valid for one year. Under the Share Repurchase Program, we are 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 and 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 common shares repurchased under these programs during the three and nine months ended September 30, 2025 and 2024. As of September 30, 2025, the Company had $96.5 million remaining authorized for purchase under the Share Repurchase Program.

Current wording

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 $100.0 million of our outstanding common shares. Under the Share Repurchase Program, we are 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 and 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. As of March 31, 2026, the Company had $96.5 million remaining authorized for purchase under the Share Repurchase Program.

Previous wording

We had 1.6 million Series E preferred units (noncontrolling interests) outstanding on September 30, 2025 and December 31, 2024. Each Series E preferred unit has a par value of $100. The Series E preferred unit holders receive a preferred distribution at the rate of 3.875% per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.20482 Units. The Series E preferred units had an aggregate liquidation preference of $157.2 million and $158.2 million as of September 30, 2025 and December 31, 2024, respectively. The holders of the Series E preferred units do not have voting rights.

Current wording

We had 1.6 million Series E preferred units (noncontrolling interests) outstanding on March 31, 2026 and December 31, 2025. Each Series E preferred unit has a par value of $100. The Series E preferred unit holders receive a preferred distribution at the rate of 3.875% per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.20482 Units. The Series E preferred units had an aggregate liquidation preference of $156.3 million and $157.0 million as of March 31, 2026 and December 31, 2025, respectively. The holders of the Series E preferred units do not have voting rights.

Showing the first 40 of 49 pairs. Open the source sections for the rest.

Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

•adverse changes in our markets, including future demand for apartment homes in those markets, barriers of entry into new markets, limitations on our ability to increase rental rates, our ability to identify and consummate attractive acquisitions and dispositions on favorable terms, our ability to reinvest sales proceeds successfully, and inability to accommodate any significant decline in market value of real estate serving as collateral for our debt and mortgage obligations;

Current report — wording carried from elsewhere

We have a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) under which we have issued $175.0 million in unsecured senior promissory notes (“Unsecured

Current report — wording carried from elsewhere

Condition and Results of Operations.” Refer to Note 2 of the Notes to Condensed Consolidated Financial Statements in this report for additional information. There have been no other significant changes to the critical accounting policies during the three months ended March 31, 2026.
Rearranged previous paragraphs (4)

Previous report — wording carried elsewhere

Revenue from other properties, which encompasses our commercial and mixed-use activity, increased by $817,000 in the nine months ended September 30, 2025, compared to the same period in the prior year. Property operating expenses, including real estate taxes, at other properties increased by $235,000, compared to the same period in the prior year. NOI at other properties increased by $582,000, compared to the same period in the prior year. The increase in revenue, property operating expense, and NOI on other properties is due to the addition of an apartment community with commercial space during the fourth quarter of the prior year.

Previous report — wording carried elsewhere

Property management expense, consisting of property management overhead and property management fees paid to third parties, increased by 7.7% to $7.3 million in the nine months ended September 30, 2025, compared to $6.8 million in the same period of the prior year. The increase was primarily due to higher compensation costs resulting from new positions and increased pay rates compared to the same period of the prior year, along with fees paid to third parties for management of an apartment community we acquired in the second quarter of 2025.

Previous report — wording carried elsewhere

Interest expense increased by 21.3% to $33.3 million in the nine months ended September 30, 2025, compared to $27.5 million in the same period of the prior year, primarily due to a higher outstanding balance on our lines of credit resulting from the acquisitions of two apartment communities, one in the second quarter and one in the third quarter of the current year, along with higher mortgage interest and amortization of debt discount resulting from the assumption of mortgages in connection with an acquisition in the fourth quarter of the prior year and an acquisition in the third quarter of the current year.

Previous report — wording carried elsewhere

Interest and other income increased to $2.6 million in the nine months ended September 30, 2025, compared to $1.5 million in the same period of the prior year. The increase was primarily due to a real estate related note receivable which has a higher principal balance in the current period compared to the same period of the prior year, a note receivable acquired in the fourth quarter of 2024, and a larger gain on investments in the current period compared to the same period of the prior year.