CENTERSPACE
For the period ended Sep 30, 2026. Filed Nov 2, 2026.
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Sep 30, 2026 · Filed Nov 2, 2026
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Notes to Condensed Consolidated Financial Statements (unaudited)
September 30, 2026
NOTE 1 •ORGANIZATION
Centerspace, collectively with its consolidated subsidiaries (“Centerspace,” the “Company,” “we,” “us,” or “our”), is a North Dakota real estate investment trust (“REIT”) focused on the ownership, management, acquisition, redevelopment, and development of apartment communities. As of September 30, 2026, Centerspace owned interests in 47 apartment communities consisting of 10,456 apartment homes.
PENDING IRT BUSINESS COMBINATION
As previously announced, on September 8, 2026, Centerspace entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) with Independence Realty Trust, Inc. (“IRT”), Independence Realty Operating Partnership, LP (“IROP”), Islanders Sub, LLC (“IRT Merger Sub”) (which was added to the Merger Agreement by joinder), Islanders OP Sub, LLC (“IROP Merger Sub”) and Centerspace, LP (the “Company OP”).
Upon the terms and subject to the conditions of the Merger Agreement, Centerspace will merge with and into IRT Merger Sub (the “Company Merger”), with IRT Merger Sub surviving the Company Merger. At the effective time of the Company Merger (the “Effective Time”), each common share of beneficial interest of Centerspace, no par value (“Centerspace Common Shares”), outstanding immediately prior to the Effective Time (other than certain excluded shares) will be converted into the right to receive 3.8 (as may be adjusted pursuant to the Merger Agreement, the “Exchange Ratio”) shares of common stock, par value $0.01 per share, of IRT (“IRT Common Stock”), with cash paid in lieu of fractional shares.
Upon the terms and subject to the conditions set forth in the Merger Agreement, following the Company Merger, IROP Merger Sub will merge with and into the Company OP (the “Partnership Merger” and, together with the Company Merger, the “Mergers”), with the Company OP surviving the Partnership Merger as a subsidiary of IROP. At the effective time of the Partnership Merger (the “Partnership Merger Effective Time”), (i) each partnership interest in the Company OP (excluding any partnership interest designated as a “Preferred Unit”) (each, a “Company OP Common Unit”) issued and outstanding immediately prior to the Partnership Merger Effective Time will be converted into the right to receive a number of common units of IROP (“IROP Common Units”) equal to the Exchange Ratio, rounded up to the nearest whole IROP Common Unit (for each holder of Company OP Common Units, after aggregation of all fractional IROP Common Units otherwise to be received by such holder), (ii) each partnership interest in the Company OP designated as a “Series D Preferred Unit” (a “Series D Preferred Unit”) issued and outstanding immediately prior to the Partnership Merger Effective Time will be converted into one newly issued preferred unit of IROP designated as a “Series A Preferred Unit” (an “IROP Series A Preferred Unit”), which will have rights, powers, duties and preferences that are substantially similar to the rights, powers, duties and preferences of the Series D Preferred Units (and each IROP Series A Preferred Unit may be exchanged at the option of its holder into a number of IROP Common Units equal to 1.37931 multiplied by the Exchange Ratio, subject to the terms and conditions of the designation of preferences for the IROP Series A Preferred Units) and (iii) each partnership interest in the Company OP designated as a “Series E Preferred Unit” (a “Series E Preferred Unit”) issued and outstanding immediately prior to the Partnership Merger Effective Time will be converted into one newly issued preferred unit of IROP designated as a “Series B Preferred Unit” (an “IROP Series B Preferred Unit”), which will have rights, powers, duties and preferences that are substantially similar to the rights, powers, duties and preferences of the Series E Preferred Units (and each IROP Series B Preferred Unit may be exchanged at the option of its holder into a number of IROP Common Units equal to 1.20482 multiplied by the Exchange Ratio, subject to the terms and conditions of the designation of preferences for the IROP Series B Preferred Units).
The Company Merger, which may close as early as the end of the fourth quarter of 2026, is subject to approval by Centerspace shareholders and IRT stockholders and other customary closing conditions. Subject to the terms of the Merger Agreement, IRT may elect to defer Closing until the earlier of (x) ten business days after consents to the transactions contemplated by the Merger Agreement are obtained from certain of Centerspace’s existing lenders and (y) the tenth business day prior to June 30, 2027. In some circumstances, upon termination of the Merger Agreement, Centerspace may be required to pay IRT a termination fee of $45.0 million, or IRT may be required to pay Centerspace a termination fee of $60.0 million.
Centerspace’s ability to undertake certain financing activities discussed in this Quarterly Report on Form 10-Q is subject to the restrictions, exceptions and consent requirements set forth in the Merger Agreement. For additional information, see Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.
NOTE 2 •BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
Centerspace conducts a majority of its business activities through a consolidated operating partnership, Centerspace, LP, a North Dakota limited partnership (the “Operating Partnership”), as well as through a number of other consolidated subsidiary entities. The accompanying Condensed Consolidated Financial Statements include the Company’s accounts and the accounts of all its subsidiaries in which it maintains a controlling interest, including the Operating Partnership. All intercompany balances and transactions are eliminated in consolidation.
The Condensed Consolidated Financial Statements also reflected the Operating Partnership’s ownership of a joint venture entity in which the Operating Partnership had a general partner or controlling interest. The joint venture entity no longer held any assets or liabilities and was deconsolidated as of December 31, 2025. This entity was consolidated into the Company’s operations with noncontrolling interests reflecting the noncontrolling partners’ share of ownership, income, and expenses.
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Centerspace’s unaudited interim Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain disclosures accompanying annual consolidated financial statements prepared in accordance with GAAP are omitted. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. In the opinion of management, all adjustments, consisting solely of normal recurring adjustments necessary for the fair presentation of financial position, results of operations, and cash flows for the interim periods, have been included.
The current period’s results of operations are not necessarily indicative of results which ultimately may be achieved for the year. The interim Condensed Consolidated Financial Statements and accompanying notes thereto should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on February 17, 2026.
USE OF ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
RECLASSIFICATIONS
Certain previously reported amounts within net cash provided by operating activities on the Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current financial statement presentation. These reclassifications had no impact on net income as reported in the Condensed Consolidated Statements of Operations and Comprehensive Income, total assets, liabilities or equity as reported in the Condensed Consolidated Balance Sheets and the classifications within the Condensed Consolidated Statements of Cash Flows.
RECENT ACCOUNTING PRONOUNCEMENTS
The following table provides a brief description of Financial Accounting Standards Board (“FASB”) recent accounting standards updates (“ASU”).
| Standard | Description | Date of Adoption | Effect on the Financial Statements or Other Significant Matters |
|---|---|---|---|
| ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Disaggregation of Income Statement Expenses; ASU 2025-01, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) - Clarifying the Effective Date | This ASU is intended to improve financial reporting by requiring public companies disclose additional information about specific expense categories in the notes to the financial statements. In 2025, an additional ASU was issued to provide clarification on the effective date of the original ASU. | This ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. | The ASU will require additional disclosure but is not expected to have a material impact on the Consolidated Financial Statements. |
| ASU 2025-10, Government Grants (Topic 832) - Accounting for Government Grants Received by Business Entities | This ASU establishes authoritative guidance on the accounting for government grants received by business entities. | This ASU is effective for annual reporting periods beginning after December 15, 2028, and interim reporting periods within those annual reporting periods. | This ASU is not expected to have a material impact on the Consolidated Financial Statements. |
| ASU 2025-11, Interim Reporting (Topic 270) - Narrow-Scope Improvements | This ASU is intended to provide clarity on the current interim reporting disclosure requirements. | This ASU is effective for interim reporting periods within annual periods beginning after December 15, 2027. | This ASU may require additional disclosure but is not expected to have a material impact on the Consolidated Financial Statements. |
| ASU 2025-12, Codification Improvements | This ASU is intended to provide technical corrections, clarifications, and minor improvements to the FASB Accounting Standards Codification. | This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. | This ASU is not expected to have a material impact on the Consolidated Financial Statements. |
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH
Cash and cash equivalents include all cash and highly liquid investments purchased with maturities of three months or less. Cash and cash equivalents consist of bank deposits and deposits in money market deposit accounts. The Company is potentially exposed to credit risk for cash deposited with FDIC-insured financial institutions in accounts which, at times, may exceed federally insured limits.
As of September 30, 2026 and December 31, 2025, restricted cash consisted of $2.8 million held in escrow by third parties, as well as security deposits. Escrows include funds deposited with lenders for payment of real estate taxes and insurance and reserves to be used for replacement of structural elements and mechanical equipment at certain communities. The escrow funds are under the control of the respective third-party escrow holders, and disbursements are made after supplying written documentation.
LEASES
As a lessor, Centerspace primarily leases multifamily apartment homes which qualify as operating leases with terms that are generally one year or less. Rental revenues are recognized in accordance with FASB Accounting Standards Codification (“ASC”) 842, Leases, using a method that represents a straight-line basis over the term of the lease. For the three months ended September 30, 2026 and 2025, rental income represented approximately 98.5% and 98.1% of total revenues, respectively. For the three months ended September 30, 2026 and 2025, other property revenues represented the remaining 1.5% 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. For the nine months ended September 30, 2026 and 2025, rental income represented approximately 98.5% and
98.2% of total revenues, respectively. For the nine months ended September 30, 2026 and 2025, other property revenues represented the remaining 1.5% and 1.8% of total revenues, respectively.
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 September 30, 2026, was as follows:
| (in thousands) | |
|---|---|
| 2026 (remainder) | $743 |
| 2027 | 2,821 |
| 2028 | 2,503 |
| 2029 | 2,199 |
| 2030 | 2,113 |
| Thereafter | 5,951 |
| Total scheduled lease income - operating leases(1) | $16,330 |
REVENUES AND GAINS OR LOSSES ON SALE OF REAL ESTATE
Revenue is recognized in accordance with the transfer of goods and services to customers at an amount that reflects the consideration to which the Company expects to be entitled for those goods and services.
Revenue streams that are included in revenues from contracts with customers include other property revenues such as application fees and other miscellaneous items. Centerspace recognizes revenue for these rental related items not included as a component of a lease as earned.
The following table presents the disaggregation of revenue streams for the three and nine months ended September 30, 2026 and 2025:
| (in thousands) | |||||
|---|---|---|---|---|---|
| Three Months Ended September 30, · Nine Months Ended September 30, | |||||
| Revenue Stream | Applicable Standard | 2026 | 2025 | 2026 | 2025 |
| Fixed lease income - operating leases | Leases | $55,320 | $65,984 | $177,097 | $191,286 |
| Variable lease income - operating leases | Leases | 3,278 | 4,040 | 10,349 | 12,102 |
| Other property revenue | Revenue from contracts with customers | 917 | 1,375 | 2,920 | 3,653 |
| Total revenue | $59,515 | $71,399 | $190,366 | $207,041 | |
In addition to lease income and other property revenue, the Company recognizes gains or losses on the sale of real estate and other investments when the criteria for derecognition of an asset are met, including when (1) a contract exists and (2) the buyer obtained control of the nonfinancial asset that was sold. During the three and nine months ended September 30, 2026, the Company recognized a gain of $150.3 million and $150.6 million, respectively, on the sale of real estate and other investments. During the three and nine months ended September 30, 2025, the Company recognized a gain of $79.5 million on the sale of real estate and other investments. Any gain or loss on real estate dispositions is net of certain closing and other costs associated with the disposition.
IN-PLACE LEASE AMORTIZATION
The Company records in-place lease assets at the time of acquisition. The amortization periods reflect the average remaining term of in-place leases acquired, which are generally less than one year for multifamily apartment homes and average lease term for the commercial spaces in the Company’s mixed-use properties. During the three months ended September 30, 2026 and 2025, the Company recognized $61,000 and $3.6 million, respectively, of amortization expense related to intangibles. During the nine months ended September 30, 2026 and 2025, the Company recognized $859,000 and $4.7 million, respectively, of amortization expense related to intangibles, included within depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Income.
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 September 30, 2026, Centerspace held more than 10% of the carrying value of its real estate portfolio in the Minneapolis, Minnesota; Denver, Colorado; and Boulder / Ft. Collins, Colorado markets.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company evaluates long-lived assets, including real estate investments, for impairment indicators at least quarterly. The judgments regarding the existence of impairment indicators are based on factors such as operational performance, market conditions, the expected holding period of each property, and legal and environmental concerns. If indicators exist, the Company compares the estimated future undiscounted cash flows for the property against the carrying amount of that property. If the sum of the estimated undiscounted cash flows is less than the carrying amount, an impairment loss is generally recorded for the difference between the estimated fair value and the carrying amount. If the anticipated holding period for properties, the estimated fair value of properties, or other factors change based on market conditions or otherwise, the evaluation of impairment charges may be different and such differences could be material to the consolidated financial statements. The evaluation of estimated cash flows is subjective and is based, in part, on assumptions regarding future physical occupancy, rental rates, and capital requirements that could differ materially from actual results. Plans to hold properties over longer periods decrease the likelihood of recording impairment losses.
During the three months ended September 30, 2026, the Company didnot record a loss for impairment on real estate. During the nine months ended September 30, 2026, the Company incurred a loss of $9.7 million for the impairment ofone apartment community in Denver, Colorado. During the three and nine months ended September 30, 2025, the Company incurred a loss of $8.7 million and $23.2 million, respectively, for the impairment ofsix apartment communities in connection with classifying the communities as held for sale.
VARIABLE INTEREST ENTITIES
Centerspace has determined that its Operating Partnership and each of its less-than-wholly owned real estate partnerships are variable interest entities (each, a “VIE”), as the limited partners or the functional equivalent of limited partners lack substantive kick-out rights and substantive participating rights. The Company is the primary beneficiary of the VIEs, and the VIEs are required to be consolidated on the balance sheet because the Company has a controlling financial interest in the VIEs and has both the power to direct the activities of the VIEs that most significantly impact the economic performance of the VIEs as well as the obligation to absorb losses or the right to receive benefits from the VIEs that could potentially be significant to the VIEs. Because the Operating Partnership is a VIE, all of the Company’s assets and liabilities are held through a VIE.
REAL ESTATE RELATED NOTES RECEIVABLE
In connection with the acquisition of The Lydian, an apartment community in Denver, Colorado, the Company has a tax increment financing note receivable (“TIF”) with an initial principal balance of $4.1 million. As of September 30, 2026 and December 31, 2025, the principal balance was $3.8 million and $3.9 million, respectively, which appears within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bears interest at a rate of 6.0% and matures September 30, 2041.
In connection with the acquisition of Ironwood, an apartment community in New Hope, Minnesota, the Company had a TIF note receivable with an initial principal balance of $6.6 million. The note was disposed in connection with the sale of the Ironwood apartment community during the three and nine months ended September 30, 2026, as discussed in Note 8. As of December 31, 2025, the principal balance was $4.9 million and appeared within other assets in the Condensed Consolidated Balance Sheets at fair value. The note bore interest at a rate of 4.5% per annum.
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 September 30, 2026 and December 31, 2025, the Company had funded $15.1 million of the mezzanine loan. As of September 30, 2026 and December 31, 2025, the principal balance was $19.4 million and $18.0 million, respectively. The loan matures in December 2027 unless extended to December 2028 in accordance with the terms of the mezzanine loan agreement. The loan is secured by a pledge of and first priority security interest against 100% of the membership interests in the mezzanine borrower and the agreement provides the Company with an option to purchase the development at a discount to future appraised value. The loan represents an investment in an unconsolidated variable interest entity. The Company is not the primary beneficiary of the VIE as Centerspace does not have the power to direct the activities which most significantly impact the entity’s economic performance nor does Centerspace have significant influence over the entity. The note receivable appears within other assets in the Condensed Consolidated Balance Sheets at fair value.
ADVERTISING COSTS
Advertising costs are expensed as incurred and reported on the Condensed Consolidated Statements of Operations and Comprehensive Income within the property operating expenses, excluding real estate taxes line item. During the three months ended September 30, 2026 and 2025, total advertising expense was $652,000 and $871,000, respectively. During the nine months ended September 30, 2026 and 2025, total advertising expense was $2.1 million and $2.2 million, respectively.
INVOLUNTARY CONVERSION OF ASSETS
During the three months ended September 30, 2026, Centerspace recorded approximately $755,000 in net large loss casualty recoveries due to the completion of previous claims, offset by $147,000 in large loss casualty estimates. During the nine months ended September 30, 2026, the Company recorded $1.2 million in large loss casualty estimates resulting from new loss events and updated loss estimates on previously reported events along with $1.6 million in insurance receivables from large loss events, reported within other assets on the Condensed Consolidated Balance Sheets, casualty recoveries due to the completion of previous claims, and receipt of insurance proceeds totaling $913,000. Any business interruption insurance and subrogation proceeds will be recognized when received in accordance with ASC 610-30.
During the three months ended September 30, 2025, Centerspace recorded $187,000 in casualty losses resulting from updated loss estimates on previously reported events and $387,000 in insurance receivables within other assets in the Condensed Consolidated Balance Sheets. During the nine months ended September 30, 2025, the Company recorded $1.0 million in casualty losses resulting fromtwo new insurance events and updated loss estimates from three previously reported events. Any business interruption insurance proceeds will be recognized when received in accordance with ASC 610-30.
SEVERANCE
During the three and nine months ended September 30, 2026, the Company incurred total severance costs of $197,000 and $1.1 million, respectively, for severance, benefits, and related costs in connection with the disposition of 14 apartment communities during the nine months ended September 30, 2026. These expenses are included within general and administrative expenses in the Condensed Consolidated Statements of Operations and Comprehensive Income.
NOTE 3 •NET INCOME PER SHARE
Basic net income per share is computed by dividing net income 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 per share upon the vesting of the RSUs, exercise of ISOs, or conversion of the Series D or Series E preferred units (refer to Note 4 for further discussion of the Series D and the Series E preferred units).
Certain of the Company’s time-based RSUs receive nonforfeitable dividend equivalents prior to vesting that are similar to the common shares. These unvested RSUs are participating securities. We include the effect of participating securities in the basic and diluted net income per share using the two-class method of allocating distributed and undistributed earnings when the two-class method is more dilutive than the treasury stock method.
The Company calculates diluted net income per share using the treasury stock method for nonparticipating RSUs and ISOs and the if converted method for Series D preferred units and Series E preferred units. Other than the issuance of RSUs, ISOs, Units, Series D preferred units, and Series E preferred units, there are no outstanding options, warrants, convertible stock, or other contractual obligations requiring issuance of additional common shares that would result in a dilution of net income.
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 following table presents a reconciliation of the numerator and denominator used to calculate basic and diluted net income per share reported in the Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2026 and 2025.
| (in thousands, except per share data) | ||||
|---|---|---|---|---|
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| NUMERATOR | ||||
| Net income attributable to controlling interests | $123,328 | $53,783 | $109,419 | $35,534 |
| Amount allocated to participating securities | (409) | — | (489) | — |
| Numerator for basic income per share – net income available to common shareholders | $122,919 | $53,783 | $108,930 | $35,534 |
| Noncontrolling interests – Operating Partnership and Series E preferred units (1) | — | 9,197 | 5,719 | 6,071 |
| Distributions to Series D preferred unitholders | 57 | 109 | 172 | 429 |
| Numerator for diluted income per share (1) | $122,976 | $63,089 | $114,821 | $42,034 |
| DENOMINATOR | ||||
| Denominator for basic earnings per share weighted average shares | 16,796 | 16,726 | 16,793 | 16,731 |
| Effect of operating partnership units(1) | — | 966 | 897 | 972 |
| Effect of Series D preferred units | 82 | 155 | 82 | 204 |
| Effect of Series E preferred units(1) | — | 1,898 | — | 1,903 |
| Effect of dilutive restricted stock units and stock options | 5 | 26 | 8 | 25 |
| Denominator for diluted income per share | 16,883 | 19,771 | 17,780 | 19,835 |
| NET INCOME PER COMMON SHARE – BASIC | $7.32 | $3.22 | $6.49 | $2.12 |
| NET INCOME PER COMMON SHARE – DILUTED | $7.28 | $3.19 | $6.46 | $2.12 |
(1)For the three months ended September 30, 2026, the impact of Units, and for the three and nine months ended September 30, 2026 the impact of Series E preferred units, were excluded from the calculation of net income per common share - diluted as they were anti-dilutive.
For the three months ended September 30, 2026, weighted average operating partnership units of 881,000 and Series E preferred units of 1.9 million, as converted, were excluded from the calculation of diluted net income per share because including these items would have improved net income per share, therefore having an anti-dilutive impact.
For the nine months ended September 30, 2026, weighted average Series E preferred units of 1.9 million, as converted, were excluded from the calculation of diluted net income per share because including these items would have improved net income per share, therefore having an anti-dilutive impact.
NOTE 4 •MEZZANINE EQUITY AND EQUITY
Series D Preferred Units (Mezzanine Equity). Series D preferred units outstanding were 59,400 at September 30, 2026 and December 31, 2025. The Series D preferred units have a par value of $100 per preferred unit. The Series D preferred unit holders receive a preferred distribution at the rate of 3.862% per year and have a put option which allows the holder to redeem any or all of the Series D preferred units for cash equal to the issuance price. Each Series D preferred unit is convertible, at the holder’s option, into 1.37931 Units. The Series D preferred units had an aggregate liquidation value of $5.9 million at September 30, 2026 and December 31, 2025. Changes in the redemption value are based on changes in the trading value of common shares and are charged to common shares on the Condensed Consolidated Balance Sheets each quarter. The holders of the Series D preferred units do not have voting rights and do not participate in income or loss. Distributions to Series D unitholders are presented in the Condensed Consolidated Statements of Equity within net income attributable to controlling interests and noncontrolling interests.
Operating Partnership Units. The Operating Partnership had 878,000 and 920,000 outstanding Units at September 30, 2026 and December 31, 2025, respectively.
Exchange Rights. Centerspace redeemed Units in exchange for common shares in connection with Unitholders exercising their exchange rights during the three and nine months ended September 30, 2026 and 2025 as detailed in the table below.
| (in thousands) | ||
|---|---|---|
| Three Months Ended September 30, | Number of Units | Total Book Value |
| 2026 | 4 | $145 |
| 2025 | 5 | $215 |
| Nine Months Ended September 30, | ||
| 2026 | 42 | $1,746 |
| 2025 | 17 | $750 |
Series E Preferred Units (Noncontrolling Interests). Centerspace had 1.5 million and 1.6 million Series E preferred units outstanding as of September 30, 2026 and December 31, 2025, respectively. Each Series E preferred unit has a par value of $100. The Series E preferred unit holders receive a preferred distribution at the rate of 3.875% per year. Each Series E preferred unit is convertible, at the holder’s option, into 1.20482 Units. Centerspace has the option, at its sole election, to convert Series E preferred units into Units if its stock has traded at or above $83 per share for 15 of 30 consecutive trading days and it has made at least three consecutive quarters of distributions with a rate of at least $0.804 per Unit. The Series E preferred units receive an allocation of net income (loss) based upon their participation in earnings or loss of the Company. The Series E preferred units had an aggregate liquidation preference of $153.8 million and $157.0 million as of September 30, 2026 and December 31, 2025, respectively. The holders of the Series E preferred units do not have voting rights.
The Company redeemed Series E preferred units in exchange for common shares in connection with Series E unitholders exercising their exchange rights during the three and nine months ended September 30, 2026 and 2025 as detailed below.
| (in thousands) | |||
|---|---|---|---|
| Three Months Ended September 30, | Number of Series E Preferred Units Redeemed | Number of Common Shares Issued | Total Value |
| 2026 | 21 | 26 | $1,022 |
| 2025 | 4 | 4 | $189 |
| Nine Months Ended September 30, | |||
| 2026 | 33 | 40 | $1,630 |
| 2025 | 10 | 12 | $526 |
Common Shares and Equity Awards. Common shares outstanding as of September 30, 2026 and December 31, 2025, totaled 16.8 million. During the three and nine months ended September 30, 2026, Centerspace issued 2,771 and 27,438 common shares, respectively, with a total grant-date fair value of $249,000 and $2.0 million, respectively, as share-based compensation for employees and trustees under its 2015 and 2025 Incentive Plans (as defined below). During the three and nine months ended September 30, 2025, Centerspace issued 82 and 17,735 common shares, respectively, with a total grant-date fair value of $6,000 and $1.5 million, respectively, as share-based compensation for employees and trustees under its 2015 Incentive Plan. These shares vested based on performance and service criteria. Refer to Note 11 for additional details on share-based compensation.
ATM Program. Centerspace has 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 can be used for general corporate purposes, including the funding of acquisitions, construction or mezzanine loans, community renovations, and the repayment of indebtedness. There wereno sales of common shares under the ATM Program during the three and nine months ended September 30, 2026 and 2025. As of September 30, 2026, the remaining aggregate offering capacity under the ATM Program was $262.9 million. However, the Company’s ability to make additional sales under the ATM Program is contingent upon filing a new shelf registration statement on Form S-3, the effectiveness of that registration statement, and filing a related prospectus supplement.
Share Repurchase Program. Effective July 31, 2025, the Board of Trustees authorized a share repurchase program (the “2025 Share Repurchase Program”), providing for the repurchase of an aggregate of $100.0 million for the Company’s outstanding common shares. The 2025 Share Repurchase Program expired on September 30, 2026. On August 11, 2026, the Board of Trustees authorized renewal of the share repurchase program (the “2026 Share Repurchase Program”), which became effective on September 30, 2026 upon expiration of the previous program. Under the 2026 Share Repurchase Program, the Company is authorized to repurchase an aggregate of $50.0 million of the Company’s outstanding common shares through open market purchases, privately-negotiated transactions, block trades or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 trading plans and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The specific timing and amount of repurchases may vary based on available capital resources or other financial and operational performance, market conditions, securities law limitations, and other factors, including the Merger Agreement. The table below provides details on the shares repurchased under these programs during the nine months ended September 30, 2026 and 2025. As of September 30, 2026, the Company had $50.0 million remaining authorized for purchase under the 2026 Share Repurchase Program.
| (in thousands, except per share amounts) | |||
|---|---|---|---|
| Nine Months Ended September 30, | Number of Common Shares | Aggregate Cost(1) | Average Price Per Share(1) |
| 2026 | 45 | $2,516 | $55.54 |
| 2025 | 63 | 3,454 | 54.86 |
(1)Amount includes commissions.
Centerspace’s ability to use certain of its existing financing arrangements is subject to the restrictions, exceptions and consent requirements set forth in the Merger Agreement. For additional information, see Note 1—Organization—“Pending IRT Business Combination” to the Condensed Consolidated Financial Statements and Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.
NOTE 5 •DEBT
The following table summarizes the Company’s secured and unsecured debt at September 30, 2026 and December 31, 2025.
| (in thousands) | |||||
|---|---|---|---|---|---|
| September 30, 2026 · December 31, 2025 | |||||
| Carrying Amount | Weighted Average Interest Rate | Carrying Amount | Weighted Average Interest Rate | Weighted Average Maturity in Years at September 30, 2026 | |
| Lines of credit (1) | $— | 4.87% | $154,925 | 5.12% | 0.00 |
| Unsecured senior notes (2)(4) | 300,000 | 3.12% | 300,000 | 3.12% | 3.87 |
| Unsecured debt | 300,000 | 454,925 | 3.87 | ||
| Mortgages payable - Fannie Mae credit facility (4) | 198,850 | 2.78% | 198,850 | 2.78% | 4.81 |
| Mortgages payable - other (3)(4) | 344,969 | 3.94% | 400,134 | 3.88% | 11.85 |
| Secured debt | 543,819 | 598,984 | 9.28 | ||
| Subtotal | 843,819 | 3.37% | 1,053,909 | 3.64% | 7.36 |
| Deferred financing costs, premiums, and discounts on mortgages payable, net | (30,835) | (32,324) | |||
| Deferred financing costs on notes payable, net | (377) | (421) | |||
| Total debt | $812,607 | $1,021,164 | |||
(1)Interest rates on lines of credit are variable and exclude any unused facility fees and amounts reclassified from accumulated other comprehensive loss into interest expense from terminated interest rate swaps.
(2)Included within notes payable on the Condensed Consolidated Balance Sheets.
(3)Represents apartment communities encumbered by mortgages;9 at September 30, 2026 and 10 at December 31, 2025.
(4)Interest rate is fixed.
As of September 30, 2026,31 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. In August 2026, the Company terminated the accordion feature of the Facility, reducing the borrowing capacity back to $250.0 million. As of September 30, 2026, the Company had borrowing availability of $250.0 million asno funds were drawn under the Facility. As of December 31, 2025, the Company had additional borrowing availability of $246.0 million beyond the $154.0 million drawn under the Facility, bearing interest at a rate of 5.12%. This Facility matures in July 2028, with an option to extend maturity for up 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 had an operating line of credit agreement with US Bank, N.A. which had a borrowing capacity of up to $10.0 million and pricing based on SOFR. This operating line of credit terminated in September 2026 and hadno outstanding balance as of September 30, 2026. As of December 31, 2025, there was $925,000 outstanding bearing interest at a rate of 5.91%.
Centerspace has a private shelf agreement with PGIM, Inc., an affiliate of Prudential Financial, Inc., and certain affiliates of PGIM, Inc. (collectively, “PGIM”) under which the Company issued $175.0 million in unsecured senior promissory notes (“Unsecured Shelf Notes”). On October 28, 2024, the shelf agreement was amended to extend the period of time during which the Company may borrow money to October 2027 and to increase the borrowing capacity to $300.0 million. The Company issued $125.0 million of senior unsecured promissory notes (the “Unsecured Club Notes”, and, collectively with the Unsecured Shelf Notes, the “unsecured senior notes”) under a separate private note purchase agreement with PGIM and certain other lenders. The following table shows the notes issued under both agreements as of September 30, 2026 and December 31, 2025.
| (in thousands) | |||
|---|---|---|---|
| Amount | Maturity Date | Fixed Interest Rate | |
| Series A | $75,000 | September 13, 2029 | 3.84% |
| Series B | $50,000 | September 30, 2028 | 3.69% |
| Series C | $50,000 | June 6, 2030 | 2.70% |
| Series 2021-A | $35,000 | September 17, 2030 | 2.50% |
| Series 2021-B | $50,000 | September 17, 2031 | 2.62% |
| Series 2021-C | $25,000 | September 17, 2032 | 2.68% |
| Series 2021-D | $15,000 | September 17, 2034 | 2.78% |
Centerspace has a $198.9 million Fannie Mae Credit Facility Agreement (“FMCF”). The FMCF is secured by mortgages on 7 apartment communities. The notes are interest-only, with varying maturity dates between September 2028 and September 2033, and a blended, weighted average fixed interest rate of 2.78%. As of September 30, 2026 and December 31, 2025, the FMCF had a balance of $198.9 million. The FMCF is included within mortgages payable on the Condensed Consolidated Balance Sheets.
As of September 30, 2026, Centerspace owned 9 apartment communities that served as collateral for mortgage loans, in addition to the apartment communities secured by the FMCF. All of these mortgage loans were non-recourse to the Company other than for standard carve-out obligations. The Company believes that there wereno material defaults or instances of material noncompliance in regard to any of these mortgage loans as of September 30, 2026. As of September 30, 2026 and December 31, 2025, the mortgage loans had a balance of $345.0 million and $400.1 million, respectively, excluding unamortized premiums and discounts. The mortgage loans are included within mortgages payable on the Condensed Consolidated Balance Sheets.
The aggregate amount of required future principal payments on outstanding debt as of September 30, 2026, was as follows:
| (in thousands) | |
|---|---|
| 2026 (remainder) | $1,342 |
| 2027 | 49,679 |
| 2028 | 114,224 |
| 2029 | 97,237 |
| 2030 | 89,159 |
| Thereafter | 492,178 |
| Total payments | 843,819 |
| Deferred financing costs, premiums, and discounts on mortgages payable, net | (30,835) |
| Deferred financing costs on notes payable, net | (377) |
| Total | $812,607 |
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 September 30, 2026.
Centerspace’s ability to use certain of its existing financing arrangements is subject to the restrictions, exceptions and consent requirements set forth in the Merger Agreement. For additional information, see Note 1—Organization—“Pending IRT Business Combination” to the Condensed Consolidated Financial Statements and Part II, Item 1A, “Risk Factors,” of this Quarterly Report on Form 10-Q.
NOTE 6 •DERIVATIVE INSTRUMENTS
Centerspace had, in the past, used interest rate derivatives to stabilize interest expense and to manage its exposure to interest rate fluctuations. To accomplish this objective, the Company primarily used interest rate swap contracts to fix variable interest rate debt.
Changes in the fair value of derivatives designated and that qualified as cash flow hedges were recorded in accumulated other comprehensive loss and subsequently reclassified into earnings in the period that the hedged transaction affects earnings. Amounts reported in accumulated other comprehensive loss were reclassified to interest expense in the periods in which interest payments were incurred on variable rate debt. As of September 30, 2026 and December 31, 2025, the Company hadno remaining interest rate swaps and all amounts in accumulated other comprehensive loss were fully amortized during the prior year.
The table below presents the effect of the Company’s derivative financial instruments on the Condensed Consolidated Statements of Operations and Comprehensive Income as of September 30, 2026 and 2025.
| (in thousands) | |||||
|---|---|---|---|---|---|
| Gain Recognized in OCI · Location of Loss Reclassified from Accumulated OCI into Income · Loss Reclassified from Accumulated OCI into Income (Loss) | |||||
| Three months ended September 30, · 2026 · 2025 · 2026 · 2025 | |||||
| Total derivatives in cash flow hedging relationships - Interest rate contracts | $— | $— | Interest expense | $— | $(58) |
| Nine months ended September 30, | |||||
| Total derivatives in cash flow hedging relationships - Interest rate contracts | $— | $— | Interest expense | $— | $(407) |
NOTE 7 •FAIR VALUE MEASUREMENTS
In determining the fair value of other financial instruments, Centerspace applies FASB ASC 820, “Fair Value Measurement and Disclosures.” Fair value hierarchy under ASC 820 distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (Levels 1 and 2) and the reporting entity’s own assumptions about market participant data (Level 3). Fair value estimates may differ from the amounts that may ultimately be realized upon sale or disposition of the assets and liabilities.
Fair Value Measurements on a Recurring Basis
| (in thousands) | |||||
|---|---|---|---|---|---|
| Balance Sheet Location | Total | Level 1 | Level 2 | Level 3 | |
| Assets | |||||
| Real estate related notes receivable | Other assets | $22,955 | $— | $— | $22,955 |
| Assets | |||||
| Real estate related notes receivable | Other assets | $26,394 | $— | $— | $26,394 |
Centerspace utilizes an income approach with Level 3 inputs based on expected future cash flows to value the notes receivable. The unobservable inputs include market transactions for similar instruments, management estimates of comparable interest rates (range of 5.0% to 9.0%), and instrument-specific credit risk (range of 0.5% to 1.0%). Changes in the fair value of these receivables from period to period are reported in interest and other income on the Condensed Consolidated Statements of Operations and Comprehensive Income.
| (in thousands) | ||||
|---|---|---|---|---|
| Fair Value Measurement | Other Gains | Interest Income | Total Changes in Fair Value Included in Current-Period Earnings | |
| Real estate related notes receivable | $22,955 | $22 | $1,704 | $1,726 |
| Real estate related notes receivable | $27,466 | $27 | $1,675 | $1,702 |
As of September 30, 2026 and December 31, 2025, Centerspace had investments totaling $3.7 million and $3.5 million, respectively, in real estate technology venture funds consisting of privately held entities that develop technology related to the real estate industry. These investments appear within other assets on the Condensed Consolidated Balance Sheets. The investments are measured at net asset value (“NAV”) as a practical expedient under ASC 820. As of September 30, 2026, the Company had unfunded commitments of $598,000.
The portion of unrealized gains and losses for the three and nine months ended September 30, 2026 and 2025 related to equity securities still held at the reporting date is shown in the table below.
| (in thousands) | ||||
|---|---|---|---|---|
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Unrealized gains (losses) on equity securities still held at the reporting date | $34 | $455 | $243 | $503 |
Fair Value Measurements on a Nonrecurring Basis
There wereno non-financial assets measured at fair value on a nonrecurring basis at September 30, 2026. Non-financial assets measured at fair value on a nonrecurring basis at December 31, 2025 consisted of real estate investments that were written down to estimated fair value in connection with the impairment recorded onone apartment community during the year ended December 31, 2025. This asset was further impaired during the three months ended March 31, 2026 and sold during the nine months ended September 30, 2026.
| (in thousands) | |||||
|---|---|---|---|---|---|
| Balance Sheet Location | Total | Level 1 | Level 2 | Level 3 | |
| Assets | |||||
| Real estate investments measured at fair value | Property owned | $39,700 | $— | $— | $39,700 |
Financial Assets and Liabilities Not Measured at Fair Value
Cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, and other liabilities are carried at amounts that reasonably approximate their fair value due to their short-term nature. For variable rate line of credit debt that re-prices frequently, fair values are based on carrying values.
The fair value of unsecured senior notes and mortgages payable is estimated based on the discounted cash flows of the loans using market research and management estimates of comparable interest rates, excluding any prepayment penalties (Level 3).
The estimated fair values of the Company’s financial instruments as of September 30, 2026 and December 31, 2025, respectively, are as follows:
| (in thousands) | |||||
|---|---|---|---|---|---|
| September 30, 2026 · December 31, 2025 | |||||
| Balance Sheet Location | Amount | Fair Value | Amount | Fair Value | |
| FINANCIAL ASSETS | |||||
| Cash and cash equivalents (Level 1) | Cash and cash equivalents | $116,235 | $116,235 | $12,833 | $12,833 |
| Restricted cash (Level 1) | Restricted cash | $2,846 | $2,846 | $2,818 | $2,818 |
| FINANCIAL LIABILITIES | |||||
| Revolving lines of credit (Level 3) | Revolving lines of credit | $— | $— | $154,925 | $154,925 |
| Unsecured senior notes (Level 3)(1) | Notes payable | $300,000 | $260,840 | $300,000 | $267,420 |
| Mortgages payable - Fannie Mae credit facility (Level 3) | Mortgages payable | $198,850 | $169,827 | $198,850 | $175,996 |
| Mortgages payable - other (Level 3)(1) | Mortgages payable | $344,969 | $289,699 | $400,134 | $358,627 |
(1)Excludes deferred financing costs, debt premiums, and discounts.
NOTE 8 •ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS
Centerspace didnot acquire new real estate during the three and nine months ended September 30, 2026. Centerspace acquired $132.2 million and $281.2 million of new real estate during the three and nine months ended September 30, 2025, respectively. The acquisitions for the nine months ended September 30, 2025 are detailed below.
| (in thousands) | |||||||
|---|---|---|---|---|---|---|---|
| Form of Consideration · Investment Allocation | |||||||
| Acquisitions | DateAcquired | Cash(1) | Other(2) | Land | Building & Improvements | Intangible Assets(3) | Other(4) |
| 341 homes - Sugarmont - Salt Lake City, UT | May 30, 2025 | $149,000 | $— | $20,086 | $124,649 | $4,265 | $— |
| 420 homes - Railway Flats - Loveland, CO | July 29, 2025 | 55,704 | 76,496 | 10,387 | 94,198 | 4,046 | 23,569 |
| Total Acquisitions | $204,704 | $76,496 | $30,473 | $218,847 | $8,311 | $23,569 | |
(1)Excludes $1.5 million in capitalized transaction costs.
(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.
DISPOSITIONS
During the nine months ended September 30, 2026, Centerspace disposed offourteen apartment communities and associated commercial space and TIF note receivable infour transactions for an aggregate gross sales price of $318.8 million. Centerspace disposed offive apartment communities inone transaction for an aggregate sales price of $124.0 million during the nine months ended September 30, 2025. The dispositions for the nine months ended September 30, 2026 and 2025 are detailed below.
Nine Months Ended September 30, 2026
| (in thousands) | ||||
|---|---|---|---|---|
| Dispositions | DateDisposed | Sale Price | Net Book Value and Transaction Costs | Gain |
| 176 homes - Civic Lofts - Denver, CO | June 29, 2026 | $30,000 | $29,750 | $250 |
| 474 homes - 5 Rapid City, SD apartment communities | July 9, 2026 | 66,000 | 23,157 | 42,843 |
| 312 homes - 2 Minnesota apartment communities(1) | July 14, 2026 | 73,800 | 54,969 | 18,831 |
| 848 homes - 6 Bismarck, ND apartment communities | August 11, 2026 | 149,000 | 60,345 | 88,655 |
| Total Dispositions | $318,800 | $168,221 | $150,579 | |
(1)Includes a loss of $174,000 on disposition of a TIF note receivable with a carrying value of $4.5 million at the date of disposition.
Nine Months Ended September 30, 2025
| (in thousands) | ||||
|---|---|---|---|---|
| Dispositions | DateDisposed | Sale Price | Net Book Value and Transaction Costs | Gain |
| 832 homes - 5 St. Cloud apartment communities | September 23, 2025 | $124,000 | $44,469 | $79,531 |
| Total Dispositions | $124,000 | $44,469 | $79,531 | |
NOTE 9 •SEGMENTS
Centerspace operates in a single reportable segment which includes the ownership, management, development, redevelopment, and acquisition of apartment communities. Each of the operating properties is considered a separate operating segment because each property earns revenues, incurs expenses, and has discrete financial information.
During the second quarter of 2026, the Company reevaluated its reportable segments under ASC 280, Segment Reporting, including the aggregation of operating segments. As a result of planned dispositions, including Held for Sale properties, and the impact of those dispositions, the Company changed the presentation of certain operating results within its segment disclosures. The Company continues to haveone reportable segment, Multifamily. Activities that do not meet the criteria for inclusion in the Multifamily segment are presented in All Other or Unallocated, as applicable. The Company determined that this revised presentation is consistent with the manner in which the chief operating decision-makers (“CODM”) evaluates the business. In accordance with ASC 280, prior-period segment information presented herein has been recast to conform to the current-period presentation. The recast had no impact on the Company’s Condensed Consolidated Financial Statements.
The chief executive officer and chief financial officer are the CODMs. The CODMs evaluate each property’s operating results, using net operating income (“NOI”) to make decisions about resources to be allocated and to assess property performance, and do not group the properties based on geography, size, or type for this purpose. The Company defines NOI as total real estate revenues less property operating expenses, including real estate taxes. Centerspace believes that NOI is an important measure of operating performance for real estate because it provides a measure of operations that excludes gain (loss) on the sale of real estate and other investments, impairment, depreciation, amortization, financing costs, including interest and other income, losses on extinguishment of debt, and interest expense, property management expenses, loss on litigation settlement, casualty losses net of recoveries, merger related costs, and general and administrative expense.
The apartment communities have similar long-term economic characteristics and similar operating characteristics, such as type and length of lease, services offered to residents, and property management practices. No apartment community comprises more than 10% of consolidated revenues, profits, or assets. Accordingly, the apartment communities are aggregated into a single reportable segment, Multifamily. “All other” is composed of non-multifamily properties and non-multifamily components of mixed-use properties, which did not meet the aggregation criteria. For the nine months ended September 30, 2026, the Company disposed of 14 apartment communities and associated commercial space which are included in “Unallocated”. During the year ended December 31, 2025, the Company disposed of 12 communities which are included in “Unallocated,” as they no longer contribute to segment revenues or operating expenses.
The following tables present NOI for the three and nine months ended September 30, 2026 and 2025, respectively, along with reconciliations to net income as reported in the Condensed Consolidated Financial Statements. Segment assets are also reconciled to total assets as reported in the Condensed Consolidated Financial Statements.
| (in thousands) | ||||
|---|---|---|---|---|
| Three Months Ended September 30, 2026 | Multifamily | All Other | Unallocated(3) | Total |
| Revenue | $56,173 | $793 | $2,549 | $59,515 |
| Property operating expenses | ||||
| On-site compensation(1) | 5,929 | — | 341 | 6,270 |
| Repairs and maintenance(2) | 3,560 | 16 | 150 | 3,726 |
| Utilities | 3,617 | 33 | 138 | 3,788 |
| Administrative and marketing | 1,392 | — | 41 | 1,433 |
| Insurance | 2,123 | 14 | 152 | 2,289 |
| Real estate taxes | 5,856 | 159 | 142 | 6,157 |
| Net operating income | $33,696 | $571 | $1,585 | $35,852 |
| Property management expense | (1,986) | |||
| Casualty loss, net of recoveries | 441 | |||
| Depreciation and amortization | (23,127) | |||
| General and administrative expenses | (4,995) | |||
| Merger related costs | (5,020) | |||
| Gain on sale of real estate and other investments | 150,308 | |||
| Interest expense | (8,412) | |||
| Loss on extinguishment of debt | (526) | |||
| Interest and other income | 1,112 | |||
| Net income | $143,647 | |||
| (in thousands) | ||||
|---|---|---|---|---|
| Three Months Ended September 30, 2025 | Multifamily | All Other | Unallocated(3) | Total |
| Revenue | $54,957 | $789 | $15,653 | $71,399 |
| Property operating expenses | ||||
| On-site compensation(1) | 5,604 | — | 1,836 | 7,440 |
| Repairs and maintenance(2) | 3,616 | 60 | 992 | 4,668 |
| Utilities | 3,267 | 39 | 1,061 | 4,367 |
| Administrative and marketing | 1,475 | 2 | 449 | 1,926 |
| Insurance | 2,205 | 19 | 585 | 2,809 |
| Real estate taxes | 5,344 | 141 | 1,680 | 7,165 |
| Net operating income | $33,446 | $528 | $9,050 | $43,024 |
| Property management expense | (2,489) | |||
| Casualty loss, net of recoveries | (127) | |||
| Depreciation and amortization | (29,056) | |||
| Impairment of real estate investments | (8,676) | |||
| General and administrative expenses | (4,997) | |||
| Gain on sale of real estate and other investments | 79,531 | |||
| Interest expense | (12,989) | |||
| Loss on extinguishment of debt | (3) | |||
| Interest and other income | 1,190 | |||
| Net income | $65,408 | |||
| (in thousands) | ||||
|---|---|---|---|---|
| Nine Months Ended September 30, 2026 | Multifamily | All Other | Unallocated(3) | Total |
| Revenue | $167,645 | $2,418 | $20,303 | $190,366 |
| Property operating expenses | ||||
| On-site compensation(1) | 17,213 | — | 2,137 | 19,350 |
| Repairs and maintenance(2) | 8,962 | 105 | 1,073 | 10,140 |
| Utilities | 10,338 | 93 | 1,371 | 11,802 |
| Administrative and marketing | 4,448 | — | 477 | 4,925 |
| Insurance | 6,340 | 46 | 770 | 7,156 |
| Real estate taxes | 18,166 | 523 | 1,822 | 20,511 |
| Net operating income | $102,178 | $1,651 | $12,653 | $116,482 |
| Property management expense | (6,459) | |||
| Casualty loss, net of recoveries | 668 | |||
| Depreciation and amortization | (74,700) | |||
| Impairment of real estate investments | (9,700) | |||
| General and administrative expenses | (16,986) | |||
| Merger related costs | (5,020) | |||
| Gain on sale of real estate and other investments | 150,579 | |||
| Interest expense | (29,505) | |||
| Loss on extinguishment of debt | (526) | |||
| Interest and other income | 2,711 | |||
| Net income | $127,544 | |||
| (in thousands) | ||||
|---|---|---|---|---|
| Nine Months Ended September 30, 2025 | Multifamily | All Other | Unallocated(3) | Total |
| Revenue | $157,587 | $2,184 | $47,270 | $207,041 |
| Property operating expenses | ||||
| On-site compensation(1) | 16,033 | — | 5,367 | 21,400 |
| Repairs and maintenance(2) | 8,653 | 144 | 2,976 | 11,773 |
| Utilities | 9,377 | 109 | 3,501 | 12,987 |
| Administrative and marketing | 3,929 | 6 | 1,348 | 5,283 |
| Insurance | 5,798 | 58 | 1,832 | 7,688 |
| Real estate taxes | 16,845 | 456 | 5,205 | 22,506 |
| Net operating income | $96,952 | $1,411 | $27,041 | $125,404 |
| Property management expense | (7,315) | |||
| Casualty loss, net of recoveries | (1,058) | |||
| Depreciation and amortization | (83,807) | |||
| Impairment of real estate investments | (23,219) | |||
| General and administrative expenses | (14,376) | |||
| Gain on sale of real estate and other investments | 79,531 | |||
| Interest expense | (33,348) | |||
| Loss on extinguishment of debt | (3) | |||
| Interest and other income | 2,633 | |||
| Net income | $44,442 | |||
Segment Assets and Accumulated Depreciation
Segment assets are summarized as follows as of September 30, 2026, and December 31, 2025, respectively, along with reconciliations to the Condensed Consolidated Financial Statements:
| (in thousands) | ||||
|---|---|---|---|---|
| As of September 30, 2026 | Multifamily | All Other | Unallocated | Total |
| Segment assets | ||||
| Property owned | $2,253,292 | $13,307 | $— | $2,266,599 |
| Less accumulated depreciation | (624,377) | (3,908) | — | (628,285) |
| Total real estate investments | $1,628,915 | $9,399 | $— | $1,638,314 |
| Cash and cash equivalents | 116,235 | |||
| Restricted cash | 2,846 | |||
| Other assets | 36,635 | |||
| Total Assets | $1,794,030 | |||
| (in thousands) | ||||
|---|---|---|---|---|
| As of December 31, 2025 | Multifamily | All Other | Unallocated(1) | Total |
| Segment assets | ||||
| Property owned | $2,237,941 | $13,264 | $272,815 | $2,524,020 |
| Less accumulated depreciation | (556,243) | (3,499) | (100,382) | (660,124) |
| Total real estate investments | $1,681,698 | $9,765 | $172,433 | $1,863,896 |
| Cash and cash equivalents | 12,833 | |||
| Restricted cash | 2,818 | |||
| Other assets | 46,620 | |||
| Total Assets | $1,926,167 | |||
(1)Apartment communities sold during the nine months ended September 30, 2026 were recast to Unallocated as they are no longer segment assets.
NOTE 10 •COMMITMENTS AND CONTINGENCIES
Litigation. Centerspace is involved in various lawsuits arising in the normal course of business and believes that such matters will not have a material adverse effect on the Condensed Consolidated Financial Statements.
Environmental Matters. Under various federal, state, and local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be liable for the costs of removal of, or remediation of, certain hazardous or toxic substances in, on, around, or under the property. While the Company currently has no knowledge of any material violation of environmental laws, ordinances, or regulations at any of the properties, there can be no assurance that areas of contamination will not be identified at any of its properties or that changes in environmental laws, regulations, or cleanup requirements would not result in material costs.
In connection with the sale of a Minneapolis apartment community during the three months ended September 30, 2026, the Company deposited $800,000 into escrow to fund potential vapor intrusion mitigation costs. Initial environmental testing did not indicate that remediation was required; however, a second round of testing is required during the 2026–2027 heating season. As of September 30, 2026, the Company concluded that a remediation liability was not probable and, accordingly, no remediation liability was recognized. The Company is currently unable to reasonably estimate the amount, if any, of potential mitigation costs. Under the escrow agreement, the Company’s responsibility for such costs is limited to the amounts available in the escrow fund, and any costs in excess of the escrow fund are the responsibility of the purchaser.
Limitations on Taxable Dispositions. Sixteen properties, consisting of approximately 3,796 apartment homes, are subject to limitations on taxable dispositions under agreements entered into with certain sellers or contributors of the properties and are effective for varying periods. Centerspace does not believe that the agreements materially affect the conduct of its business or its decisions whether to dispose of these properties during the limitation period because it generally holds these and other properties for investment purposes rather than for sale. In addition, where the Company deems it to be in the shareholders’ best interests to dispose of such properties, it generally seeks to structure sales of such properties as tax-deferred transactions under Section 1031 of the Internal Revenue Code. Otherwise, the Company may be required to provide tax indemnification payments to the parties to these agreements.
Unfunded Commitments. As of September 30, 2026, Centerspace had unfunded commitments of $598,000 intwo real estate technology venture funds. Refer to Note 7 - Fair Value Measurements for additional information regarding these investments.
NOTE 11 •SHARE-BASED COMPENSATION
Share-based awards are provided to officers, non-officer employees, and trustees under the 2025 Incentive Plan approved by shareholders on May 14, 2025 (the “2025 Incentive Plan”), which allows for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and RSUs up to an aggregate of 650,000 shares over 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 program may vary from year to year. Generally, time-based RSUs include the right to receive dividend equivalents either upon vesting or as distributions are declared on common shares. Through September 30, 2026, awards under the 2025 Incentive Plan consisted of RSUs. The Company accounts for forfeitures of restricted and unrestricted common shares, RSUs, and stock options when they occur instead of estimating the forfeitures.
Prior to the approval of the 2025 Incentive Plan, share based awards were provided to officers, non-officer employees, and trustees under the 2015 Incentive Plan approved by shareholders on September 15, 2015, as amended and restated on May 18, 2021 (the “2015 Incentive Plan”), which allowed for awards in the form of cash, unrestricted and restricted common shares, stock options, stock appreciation rights, and RSUs up to an aggregate of 775,000 shares over theten-year period in which the plan was in effect. Through September 30, 2026, awards under the 2015 Incentive Plan consisted of restricted and unrestricted common shares, RSUs, and stock options.
2026 LTIP Awards
Awards granted to employees on January 1, 2026, under the 2025 Incentive Plan, consisted of an aggregate of 34,599 time-based RSU awards and 20,635 performance RSUs based on total shareholder return (“TSR”). The time-based RSUs vest as to one-third of the shares on each of January 1, 2027, January 1, 2028, and January 1, 2029.
The performance RSUs are earned based on the Company’s TSR as compared to the FTSE Nareit Equity Index over a forward looking three-year period. The maximum number of performance RSUs eligible to be earned is 41,270 RSUs, which is 200% of the performance RSUs granted. Earned awards (if any) will fully vest as of the last day of the measurement period. These awards have market conditions in addition to service conditions that must be met for the awards to vest. Compensation expense is recognized ratably based on the grant date fair value, as determined using the Monte Carlo valuation model, regardless of whether the market conditions are achieved and the awards ultimately vest. Therefore, previously recorded compensation expense is not adjusted in the event that the market conditions are not achieved. The Company based the expected volatility on a weighted average of the historical volatility of the Company’s daily closing share price, the risk-free interest rate on U.S. treasury bonds with a maturity equal to the remaining performance period of the award, and the expected term on the performance period of the award. The assumptions used to value the TSR performance RSUs were an expected volatility of 25.69%, a risk-free interest rate of 3.55%, and an expected life of 3 years. The share price at the grant date, January 1, 2026, was $66.72 per share.
Awards granted to trustees on May 13, 2026, under the 2025 Incentive Plan, consist of 7,472 time-based RSUs, which vest on May 13, 2027. These awards are classified as equity awards.
Share-Based Compensation Expense
Total share-based compensation expense recognized in the Condensed Consolidated Financial Statements for all outstanding share-based awards was $1.1 million and $873,000 for the three months ended September 30, 2026 and 2025, respectively, and $3.3 million and $2.6 million for the nine months ended September 30, 2026 and 2025.
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