The Board of Trustees (“Board”) of Centerspace, a North Dakota real estate investment trust (“we,” “us,” “our,” “Centerspace,” or the “Company”), is soliciting proxies to be used at the Annual Meeting of Shareholders of the Company to be held virtually on Tuesday,Monday, May 16, 202320, 2024 at 9:12:00 a.m.,p.m. Central Daylight Time, and any postponement(s) or adjournment(s) thereof (the “Annual Meeting”).

This proxy statement and the accompanying Notice and Form of Proxy are first being mailed or made available on the Internet to shareholders on or about April 5, 2023.

In accordance with Securities and Exchange Commission (“SEC”) rules, we have elected to mail our proxy materials to the record holders of our common shares while also furnishing our proxy materials to shareholders over the Internet, and weInternet. We have instructed brokers, banks, and similar intermediary organizations to provide to the beneficial shareholders that hold their common shares in “street name” (other than beneficial shareholders who previously requested printed copy delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials online (the “Notice”).

In addition to this proxy statement, our proxy materials include our 20222023 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 20222023 (the “Form 10-K”). Copies of the Form 10-K, as well as other periodic filings by the Company with the SEC, also are available in the Investor Relations section of our website (ir.centerspacehomes.com) under the tab “Financial Reporting.” The information included in our website is not incorporated herein by reference.

We will be hosting the 20232024 Annual Meeting live via the Internet. Shareholders will be able to participate in the 20232024 Annual Meeting online via live webcast. Provided below is the summary of the information that you will need to participate in the 20232024 Annual Meeting.

We anticipate the following fourthree proposals will be voted on at the Annual Meeting:

Our Board unanimously recommends that you vote:

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders, Anne Olson or Bhairav Patel, will have discretion to vote on those matters in accordance with his, her or their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting.

The presence at the Annual Meeting, virtually or by proxy, of the holders of thirty-three and one-third percent (33 1/3%) of all the votes entitled to be cast at the Annual Meeting on any matter will constitute a quorum. Both abstentions and broker non-votes (as discussed below under “What vote is required to approve each item?”) are counted for the purpose of determining the presence of a quorum.

If your common shares are owned directly in your name with our transfer agent, American Stock Transfer &Equiniti Trust Company LLC (“AST”Equiniti”), you are considered a registered holder of those common shares.

If your common shares are held by a broker, bank, or nominee, you hold those common shares in street name. Your broker, bank, or other nominee will vote your common shares as you direct.

Whether you hold shares as the shareholder of record or in street name, you may direct how your shares are voted without virtually attending the Annual Meeting. Even if you plan to virtually attend the Annual Meeting, we encourage you to vote in advance of the meeting in order to ensure that your vote is counted.

If you do not return a signed proxy card or voting form (or, if you are a beneficial owner, otherwise submit your vote in accordance with the instructions provided in the Notice) or virtually attend the Annual Meeting and vote, no vote will be cast on your behalf. The proxy card indicates on its face the number of common shares registered in

You are urged to follow the instructions on your proxy card or your Notice and voting form, as applicable, to indicate how your vote is to be cast. If you return your signed proxy but do not indicate your voting preferences, your common shares will be voted on your behalf as follows:

If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the Annual Meeting. If you submitted your proxy by mail, you must file with the Secretary of the Company a written notice of revocation or deliver, prior to the vote at the Annual Meeting, a valid, later-dated proxy. Virtually attending the Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2023CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

If you are a beneficial owner, you may change your vote by submitting new voting instructions (including a voting form) to your broker, bank or nominee, or vote during the Annual Meeting webcast by visiting www.virtualshareholdermeeting.com/CSR2023CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

No. The Company’sOur Declaration of Trust and Bylaws do not permit cumulative voting at any election of trustees.

Trustees, officers, and employees of the Company may, without additional compensation, solicit proxies by mail, email and/or telephone. We will pay the cost of this proxy solicitation. In addition, we will, upon request, reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of common shares.

The SEC has adopted rules that allow a company to deliver a single notice or set of proxy materials to an address shared by two or more of its shareholders. This method of delivery, known as “householding,” permits us to realize cost savings and reduces the amount of duplicate information shareholders receive. For notices sent to shareholders sharing a single address, we are sending only one set of proxy materials (or one Notice, if applicable) to that address unless we have received contrary instructions from a shareholder at that address. Any shareholders who object to, or wish to begin, householding or who wish to receive just one set of materials (rather than multiple copies) in the future may notify the Secretary orally or in writing at the telephone number or address set forth herein. We will deliver promptly an individual copy of the proxy materials (or one Notice, if applicable) to any shareholder who revokes its consent to householding upon our receipt of such revocation.

We will announce preliminary voting results at the Annual Meeting. We will disclose the final voting results in a Current Report on Form 8-K to be filed with the SEC on or before May 19, 2023.23, 2024. The Form 8-K will be available at our website (ir.centerspacehomes.com) under the tab “Financial Reporting — SEC Filings” and on the SEC’s website at http://www.sec.gov.

You will be able to attend the 20232024 Annual Meeting, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CSR2023CSR2024 and entering the 16‐digit control number included in our Notice of Internet Availability of the proxy materials, on your proxy card or in the instructions that accompanied your proxy materials.

The deadline for submitting a shareholder proposal for inclusion in the proxy materials to be distributed by the Company in connection with the 20242025 Annual Meeting of Shareholders pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is December 7, 202310, 2024 (120 days prior to the anniversary of the mailing date of this Proxy Statement). Such proposals must comply with SEC regulations under Rule 14a-8 of the Exchange Act regarding the inclusion of shareholder proposals in company-sponsored proxy materials.

In addition, our Bylaws contain additional advance notice requirements for shareholders who wish to present a proposal, including shareholder nominees for election to the Board, before an annual meeting of shareholders (and not pursuant to Rule 14a-8 of the Exchange Act). According to our Bylaws, nominations of individuals for election to our Board at an annual meeting and the proposal of other business to be considered by shareholders must be made not less than 90 days norand no more than 120 days prior to the first anniversary of the preceding year’s annual meeting. As a result, any notice given by or on behalf of a shareholder pursuant to these Bylaw provisions (and not pursuant to Rule 14a-8 of the Exchange Act) must be received no earlier than January 17, 202420, 2025 and no later than February 16, 2024.19, 2025. A shareholder’s notice must set forth the information required by our Bylaws with respect to each shareholder proposal.

John A. Schissel, Jeffrey P. Caira, Emily Nagle Green, Linda J. Hall,Ola Oyinsan Hixon, Rodney Jones-Tyson, Anne Olson and Mary J. Twinem have been nominated for election as trustees at the Annual Meeting, to serve for a term of one year expiring at the 20242025 Annual Meeting of Shareholders or until their successors are duly elected and qualifiedqualified.

All of the nominees are presently serving as trustees of the Board and were recommended for nomination for re-election by the Nominating and Governance Committee of the Board, and such recommendations were adopted by the Board.

In the unanticipated event that any nominee should become unavailable for election, either the persons named as proxies on the proxy card will have discretionary authority to vote pursuant to the proxy card for a substitute nominee nominated by the Board, or the Board, on the recommendation of the Nominating and Governance Committee, may reduce the size of the Board and number of nominees.

The charts below provide additional information regarding the proposed composition of our Board considering the nominees, including age of our trustees, trustee tenure, gender diversity, and Board independence:

The affirmative vote of the holders of a majority of the common shares present in person or by proxy at the Annual Meeting, provided a quorum is present, is required to elect each of the seven trustee nominees.

The following table sets forth, as of March 25, 2024, the names of and biographical information regarding each of the nominees, including their age, as of March 20, 2023, principal occupation, the year they each first became a trustee, their current Board committee memberships and the experience, qualifications, attributes and skills that have led the Board to conclude that they should serve as a trustee of the Company.

All trustees are expected to attend each meeting of the Board and the committees on which they serve. During 2022,2023, the Board held eightthirteen meetings, the Audit Committee held sixfive meetings, the Compensation Committee held five meetings, and the Nominating and Governance Committee held threeseven meetings. NoDuring 2023, all trustee nomineenominees named in the Proxy Statement attended fewer thanat least 75% of the meetings of the Board and the committees on which he or she served, during the past year.except for Ola Oyinsan Hixon, who was not appointed until 2024.

Trustees are not required to attend the Annual Meeting, but all of our Trustees attended the virtual 20222023 Annual Meeting of Shareholders.

The Board of Trustees determined that each of John A. Schissel, Jeffrey P. Caira, Michael T. Dance, Emily Nagle Green, Linda J. Hall, Ola Oyinsan Hixon, Rodney Jones-Tyson, and Mary J. Twinem qualified as an “independent trustee” in accordance with the NYSE listing standards (the “Standards”). Under the Standards, no trustee of the Company will qualify as independent unless the Board of Trustees has affirmatively determined that the trustee has no material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. The Standards specify certain relationships that are deemed to preclude a finding of independence, including, for example, employment by the Company or engaging in certain business dealings with the Company. In making these determinations, the Board reviewed and discussed information provided by the trustees and the Company with regard to each trustee’s business and personal activities as they may relate to the Company and the Company’sour management.

Each member of the Audit Committee qualifies as “independent” under the Standards and the NYSE’s enhanced standards for members of audit committees established by the Securities and Exchange Commission (“SEC”) and the NYSE. Each member of the Compensation Committee qualifies as “independent” under the enhanced standards for members of compensation committees established by the SEC and the NYSE.

As described above, the Chair of the Board, Mr. Schissel, is an independent trustee under the Standards. Mr. Schissel has served as Chair of the Board since December 9, 2021. According to our Governance Guidelines, the Company generally should maintain a Board leadership structure in which the roles of Chief Executive Officer and Chair of the Board are separate, and the Chair of the Board is independent under the Standards. The separation of offices allows the Chair of the Board to focus on management of Board matters and allows the Chief Executive Officer to focus hisher attention on managing the Company’sour business. Additionally, the Company believes the separation of offices ensures the objectivity of the Board in its management oversight role, specifically with respect to reviewing and assessing the Chief Executive Officer’s performance.

The standing committees help the Board to more effectively direct and review the Company’sour operations and strategic outlook. In addition, the committees allow management to respond timely to factors affecting theour ongoing operations of the Company.operations. Management regularly consults with committee chairs to review possible actions and seek counsel. Where appropriate, the Board delegates authority to committees (within specified parameters) to finalize the execution of various Board functions.

The Board has established the following standing committees: Audit, Compensation, and Nominating and Governance.

The Board has determined that Ms. Twinem, the Chair of the Audit Committee, Mr. Caira and Mr. Dance,Ms. Green, members of the Audit Committee, are all “audit committee financial experts,” as that term is defined in applicable SEC rules.

The Compensation Committee is composed of fourthree trustees, all of whom are independent. Information regarding the functions performed by the Compensation Committee is set forth below. The Compensation Committee is governed by a written charter that has been approved by both the Compensation Committee and the Board. The Compensation Committee annually reviews and assesses the adequacy of its charter.charter and recommends any applicable changes to the Board.

The Nominating and Governance Committee is composed of three trustees, all of whom are independent. Information regarding the functions performed by the Nominating and Governance Committee is set forth below. The Nominating and Governance Committee is governed by a written charter that has been approved by both the Nominating and Governance Committee and the Board. The Nominating and Governance Committee annually reviews and assesses the adequacy of its charter.charter and recommends any applicable changes to the Board.

The Nominating and Governance Committee is responsible for reviewing with the Board, on an annual basis, the requisite skills and characteristics of new Board members, as well as the composition of the Board as a whole. This assessment will include members’ independence, as well as consideration of other skills and characteristics that the Nominating and Governance Committee deems appropriate, in the context of the needs of the Board.

elected at an annual meeting but there is nowe do not issue a public announcement by the Trust naming all of the nominees for the increased number at least 100 days prior to the first anniversary of the preceding year’s annual meeting, then submissions, but only with respect to nominees for any new positions created by such increase, will also be considered timely if received by the Secretary no later than the close of business on the 10th day following the day on which such public announcement is first made by the Company. The Nominating and Governance Committee will not alter the manner in which it evaluates candidates, including consideration of the factors set forth in its charter, based on whether the candidate was recommended by a shareholder or was identified by other means.

The charters for the Audit, Compensation, and Nominating and Governance Committees and the Company’sour Governance Guidelines are posted on the Company’sour website at ir.centerspacehomes.com under “Corporate Overview — Corporate Governance.”

The Board holds regular executive sessions at which independent trustees meet without Company management or employees present. Executive sessions are held not fewer than four times per year, at each regularly scheduled Board meeting. The Board Chair is the presiding trustee during all executive sessions of the full Board. Committee Chairs preside over executive sessions at the committee level.

The Company doesWe do not have a formal policy regarding diversity of membership of the Board of Trustees. The Nominating and Governance Committee recognizes the value of having a Board that encompasses a broad range of skills, expertise, contacts, industry knowledge, and diversity of opinion. The Committee has not attempted to define “diversity” but seeks to establish a balanced Board with members whose skills, backgrounds, and experience are complementary and, together, cover the spectrum of areas that impact the Company’sour business.

Company managementManagement is responsible for the day-to-day management of risks the Company faces.we face. The Board is actively involved in overseeing the Company’sour risk management. The Board’s role in the Company’sour risk oversight process includes receiving regular reports from members of executive management, which include consideration of operational, financial, legal, regulatory, information technology, privacy and data security and strategic risks facing the Company.we face. The Board does not view risks in isolation. Rather, it considers risks at an enterprise level and integrates risk in isolation, as risks are considered in virtually every business decision made and as part of the Company’sassessments into our business strategy. Accordingly, the Board also works to oversee risk through its consideration and authorization of significant matters, such as major property acquisitions and dispositions; development projects; financing transactions; strategic operational initiatives such as the Company’s transition to multifamily property focus from diversified property types; the adoptioninitiatives; review and updating of basic Company policies, such asincluding the Company’s Code of ConductClawback Policy we adopted in 2023 pursuant to SEC and Insider Trading Policy;NYSE rules; and its oversight of management’s implementation of those initiatives. In addition, each of the Company’sour Board committees considers risk within its area of responsibility, as follows:

As a critical part of its risk management oversight role, the Board encourages full and open communication between management and the Board. Trustees are free to communicate directly with executive management. Executive

The Company’sOur trustees, officers, and employees are required to comply with a Code of Conduct adopted by the Board. The Board adopted the Code of Conduct to codify and formalize certain of the Company’sour long-standing policies and principles that help ensure itsour business is conducted in accordance with the highest standards of moral and ethical behavior. The Code of Conduct covers several areas of professional conduct, including conflicts of interest, insider trading, corporate opportunities, discrimination and confidential information, as well as requiring strict adherence to all laws and regulations applicable to our business. Under the Company’s business. EmployeesCode of Conduct, employees are required to bring any violations and suspected violations of the Code of Conduct to the attention of the Company, through management,their supervisor, our General Counsel, or Company legal counsel.other appropriate personnel. Annually, the trustees and management sign acknowledgment forms attesting that they have read the Code of Conduct and understand their responsibilities under the Code of Conduct.

TheOur Chief Executive Officer, Chief Financial Officer, and other senior financial officers performing similar functions are also subject to a Code of Ethics for Senior Financial Officers, adopted by the Board, whichBoard. This Code of Ethics for Senior Financial Officers contains certain policies regarding financial records; periodic reporting, filings, and other communications with the SEC, other regulators, and the public; and compliance with applicable laws, rules, and regulations in the conduct of the Company’sour business and financial reporting.

The Code of Conduct and Code of Ethics for Senior Financial Officers are posted on the Company’sour website at ir.centerspacehomes.com under “Corporate Governance - Corporate Overview.” The Company intendsWe intend to disclose any future amendments to, or waivers of, the Code of Conduct and the Code of Ethics for Senior Financial Officers on itsour website promptly following the date of any amendment or waiver, or by other method required or permitted under NYSE rules.

Trustees are required to satisfy the ownership guidelines within five years following the later of (1) the Effective Date or (2) the date the Trustee was first elected or appointed to the Board. Once the Company certifieswe certify that a trustee has met the ownership requirement, future declines in common share value will not impact compliance as long as the trustee continues to own at least the same number of shares the trustee owned at the time the trustee achieved the required ownership level. In addition, trustees are required to retain at least 60% of the shares received as a result of any equity awards grantedwe grant as compensation to the trustee by the Company until such time as the trustee is no longer a trusteeone of the Company.our trustees. The status of share ownership and retention is reviewed annually by the Compensation Committee to ensure compliance.

Ownership includes:

Shares do not include shares pursuant to performance awards that have not yet been earned. The Company intendsWe intend that equity awards granted by the Companywe grant under itsour equity compensation plans will satisfy the ownership requirements.

The Policy Regarding Share Ownership and Retention also applies to the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, any other Executive Vice Presidents, and any Senior Vice Presidents, and any Vice Presidents of the Company. As perPer the policy amended December 8, 2022,January 1, 2024 all Officers are required to own our common shares and preferred shares of the Company and stock options grantedwe grant within the Company’sour Long-Term Incentive Plan (LTIP). The ownership requirements are as follows:

Officers are required to satisfy the ownership guidelines within five years following the later of (1) the Effective Date or (2) the date the officer was first appointed or hired as an officer. Promotion to a new office resets the five-year period. Once the Company certifieswe certify that an officer has met the ownership requirement, future declines in common share value will not impact compliance as long as the officer continues to own at least the same number of shares the officer had when they achieved the required ownership level. In addition, officers are required to retain at least 60% of the net shares received as a result of any equity awards grantedwe grant to the officer issued to them by the Company until the ownership requirement is reached, the officer ceases to be an applicable officer, or the officer ceases to be employed by the Company,us, whichever occurs first. For purposes of this policy, “net shares” are those vested shares that remain after shares are sold or withheld, as the case may be, to pay any applicable exercise price for the award and to satisfy any tax obligations arising in connection with the exercise, vesting, or payment of the award.

Ownership includes:

Shares do not include shares pursuant to performance awards that have not yet been earned, and unexercised share options that were not granted to the Officers through the LTIP, and unvested stock options granted through the LTIP. The Company intendsWe intend that equity awards granted by the Companywe grant under itsour equity compensation plans will satisfy the ownership requirements.

Failure to comply with this policy may result in the requirement that the officer retain 100% of net shares received as a result of any equity awards granted by the Companywe grant until the officer has reached the required ownership level. The CompanyWe may grant waivers of these requirements where compliance would place a severe hardship on an officer, would prevent an officer from complying with a court order, or in other exceptional circumstances. The status of share ownership and retention is reviewed annually by the Compensation Committee to ensure compliance.

The Sarbanes-Oxley Act of 2002 requires companies to maintain procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The Company’sOur Audit Committee has adopted a complaint procedure that requires the Companyus to forward to the Audit Committee any complaints that it has receivedwe receive regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters. Any employee of the Companyour employees may submit, on a confidential, anonymous basis if the employee so chooses any concerns on accounting, internal accounting controls, auditing matters, or violations of the Company’sour Code of Conduct or Code of Ethics for Senior Financial Officers. All such employee concerns may be reported by means of the Company’sour whistleblower hotline through Lighthouse Services, an independent provider that assists organizations to identify improper activity or submitted in a sealed envelope to the Chair of the Audit Committee, in care of the Company’s General Counsel, who will forward any such envelopes promptly and unopened. The Audit Committee will investigate any such complaints submitted.

the Audit Committee or its Chair will approve only those related party transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders, as determined by the Committee or the Chair in good faith.

Since the beginning of 2022,2023, there have been no transactions, and there currently are no proposed transactions, in excess of $120,000 between the Company and a related person, in which the related person had or will have a direct or indirect material interest.

Under the Company’sour Policy Regarding Share Ownership and Retention, all non-management trustees are required to own common shares, including shares issued as compensation for Board service, equal to five times the non-management trustees’ annual base cash compensation. All non-management Trustees serving as of December 31, 20222023 had met or exceeded these thresholds.

Trustees who are employees of the Company do not receive any separate compensation or other consideration, direct or indirect, for service as a trustee. During 2022,2023, non-management trustees received the following compensation:

The following table shows the total compensation paid to or earned by the individuals who served as non-management trustees for any part of the year ended December 31, 2022.2023.