Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2024

CENTERSPACE

(Exact name of Registrant as specified in its charter)

North Dakota

001-35624

45-0311232

(State or Other Jurisdiction
of Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3100 10th Street SW, Post Office Box 1988, Minot, ND 58702-1988

(Address of principal executive offices) (Zip code)

(701) 837-4738

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares of Beneficial Interest, no par value	CSR	New York Stock Exchange
Series C Cumulative Redeemable Preferred Shares	CSR -PRC	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 8, 2024, the Board of Trustees (the “Board”) of Centerspace (the “Company”) appointed Jay Rosenberg as a Trustee. Jay will serve on the Nominating and Corporate Governance Committee of the Board. The Board has determined that Jay is independent for purposes of serving on the Board under the applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. Jay brings with him extensive knowledge of the public real estate industry.

Jay will receive cash and equity compensation as an outside Trustee of the Company under the Trustee compensation programs adopted by the Board from time to time, as disclosed in the Company’s proxy statements. There are no arrangements or understandings between Jay and any other person, pursuant to which he was selected as a Trustee.

Item 7.01. Regulation FD Disclosure.

On July 9, 2024, the Company issued a press release announcing the matters described under Item 5.02 of this Current Report on Form 8-K. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits



Exhibit
Number			Description

99.1			Press Release, dated July 9, 2024
104			Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Centerspace

	By	/s/ Anne Olson
		Anne Olson
Date: July 9, 2024		President and Chief Executive Officer

FOR IMMEDIATE RELEASE

Contact Information

Josh Klaetsch, Investor Relations

Phone: (701) 837-7104

E-mail : IR@centerspacehomes.com

CENTERSPACE APPOINTS JAY ROSENBERG TO BOARD OF TRUSTEES

MINNEAPOLIS, MN, July 9, 2024 – Centerspace (NYSE: CSR) announced today the appointment of Jay Rosenberg to its Board of Trustees on July 8, 2024. Mr. Rosenberg will also serve on Centerspace’s Nominating and Corporate Governance Committee.

“We are excited about the addition of Jay as a Trustee,” said Centerspace President and CEO Anne Olson. “His extensive knowledge of the public real estate industry as an investor, as well as his experiences in investment strategy development, will be valuable additions to Centerspace and our Board of Trustees as we continue to scale the Company.”

Mr. Rosenberg recently retired as Head of Public Real Assets for Nuveen, where he oversaw strategy, investment process and performance of the firm’s listed real assets platform while also serving as a member of Nuveen’s global investment committee. Additionally, he served as a portfolio manager on Nuveen’s public global infrastructure, real asset income, real estate securities and global real estate securities strategies, most of which were created under his leadership. Jay’s investment management career at Nuveen spanned over 19 years and he has been involved in investment management and real estate related occupations for almost three decades. Jay earned a bachelor’s degree from the University of Wisconsin – Madison and a master’s degree in Urban Planning and Public Policy from the University of Illinois at Chicago.

“It is an honor to welcome Jay to the Board of Centerspace. He is an accomplished and highly respected member of the equity investment community. Jay’s vast public company experience from the investor’s chair and long track record of success in the real estate space further strengthens our Board’s depth of expertise. I look forward to his contributions to Centerspace’s continued growth,” said Centerspace Board Chair John Schissel.

About Centerspace

Centerspace is an owner and operator of apartment communities committed to providing great homes by focusing on integrity and serving others. Founded in 1970, the company currently owns 70 apartment communities consisting of 12,883 homes located in Colorado, Minnesota, Montana, Nebraska, North Dakota, and South Dakota. Centerspace was named a top workplace for the fifth consecutive year in 2024 by the Minneapolis Star Tribune. For more information, please visit https://www.centerspacehomes.com.

If you would like more information about this topic, please contact Josh Klaetsch, Director of Investor Relations, at 701-837-7104, or IR@centerspacehomes.com.

Cover	Jul. 08, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 08, 2024
Entity Registrant Name	CENTERSPACE
Entity Incorporation, State or Country Code	ND
Entity File Number	001-35624
Entity Tax Identification Number	45-0311232
Entity Address, Address Line One	3100 10th Street SW
Entity Address, Address Line Two	Post Office Box 1988
Entity Address, City or Town	Minot
Entity Address, State or Province	ND
Entity Address, Postal Zip Code	58702
City Area Code	701
Local Phone Number	837-4738
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000798359
Amendment Flag	false
Common Shares of Beneficial Interest, no par value
Entity Information [Line Items]
Title of 12(b) Security	Common Shares of Beneficial Interest, no par value
Trading Symbol	CSR
Security Exchange Name	NYSE
Common Shares of Beneficial Interest, no par value
Entity Information [Line Items]
Title of 12(b) Security	Series C Cumulative Redeemable Preferred Shares
Trading Symbol	CSR -PRC
Security Exchange Name	NYSE