8-K

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): November 8, 2021

CENTERSPACE

(Exact name of Registrant as specified in its charter)

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:

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.

On November 5, 2021, Bhairav Patel was appointed to serve as the Executive Vice President and Chief Financial Officer of Centerspace, a North Dakota real estate investment trust (the “Company”). Mr. Patel will assume the position of Executive Vice President effective immediately and will assume the position of Chief Financial Officer effective at a later date, after an appropriate transition period with the Company.

Bhairav Patel, age 43, previously served as Executive Vice President of Finance and Accounting for New Senior Investment Group Inc. (“New Senior”). He joined New Senior in January 2019 as the company’s Chief Accounting Officer upon the internalization of the company’s management function and was later appointed its Interim Chief Financial Officer in October 2019, a position in which he served until New Senior was acquired in September 2021. During his tenure at New Senior, he was responsible for overseeing the company’s accounting, finance, treasury and tax functions. Prior to New Senior, he served as Managing Director in Fortress Investment Group’s (“Fortress”) Private Equity Group beginning in March 2016, when he was appointed as the Chief Accounting Officer for New Senior, which was externally managed by Fortress at the time. Mr. Patel joined Fortress in 2007, and served in various capacities within the corporate accounting and finance divisions, including as head of Fortress’ financial planning & analysis group. Prior to joining Fortress in 2007, Mr. Patel served as an accounting manager at GSC Group, an alternative asset manager focused on credit-based strategies. Mr. Patel received a Bachelor’s degree and a Master’s degree in Commerce from the University of Mumbai (India) and is a Certified Public Accountant (inactive).

There is no arrangement or understanding between Mr. Patel and any other person pursuant to which he was selected as an officer of the Company, and there are no related party transactions involving Mr. Patel that are reportable under Item 404(a) of Regulation S-K. There are no family relationships between any director or executive officer of the Company and Mr. Patel.

In connection with Mr. Patel’s appointment, the Board approved a compensation package for Mr. Patel to be effective January 1, 2022. As part of the compensation package, Mr. Patel will receive (i) an annual base salary of $350,000, (ii) a Short-Term Incentive Plan target of 100% of base salary, (iii) a Long-Term Incentive Plan target of 100% of base salary, (iv) a one-time restricted stock unit grant of $150,000, subject to time-vesting over three years, to be granted upon Mr. Patel’s assumption of the role of Chief Financial Officer, and (v) a two-bedroom apartment in a Company-owned community paid for by the Company. Mr. Patel also will be eligible to participate in the Company’s employee benefits, including health insurance. Prior to January 1, 2022, Mr. Patel will receive a pro rata portion of an annual base salary of $175,000.

Also on November 5, 2021, the Company and John A. Kirchmann, Executive Vice President and Chief Financial Officer of the Company, reached a mutual agreement for Mr. Kirchmann to be separated from his positions at the Company. The Company and Mr. Kirchmann have agreed that Mr. Kirchmann will remain employed as the Company’s Executive Vice President and Chief Financial Officer for an appropriate period of time for transition.

Item 7.01 Regulation FD Disclosure.

On November 8, 2021, the Company issued a press release announcing Mr. Patel’s appointment. 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

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.

Document

FOR IMMEDIATE RELEASE             Contact Information

Emily Miller, Investor Relations

Phone : (701) 837-7104

E-mail : IR@centerspacehomes.com

CENTERSPACE ANNOUNCES CFO TRANSITION

MINNEAPOLIS, MN, November 8, 2021 – Centerspace (NYSE: CSR) announced today that Bhairav Patel is joining the Company as Executive Vice President and will transition into the role of Chief Financial Officer (“CFO”) in the first quarter of 2022. John Kirchmann, current Executive Vice President and CFO, will be leaving the Company to pursue other opportunities in the first half of next year.

Mr. Patel is a seasoned real estate finance and investment executive with more than 15 years of finance and accounting experience. He previously served as Executive Vice President of Finance and Accounting for New Senior Investment Group Inc. (“New Senior”). Mr. Patel joined New Senior in January 2019 upon the internalization of the company’s management function and was later appointed its Interim Chief Financial Officer in October 2019, a position in which he served until New Senior was acquired in September 2021 by Ventas. During his tenure at New Senior, he was responsible for overseeing the company’s accounting, finance, treasury and tax functions. Prior to New Senior, he served as Managing Director in Fortress Investment Group’s (“Fortress”) private equity group beginning in March 2016, when he was appointed as the Chief Accounting Officer for New Senior, which was externally managed by Fortress at the time. Mr. Patel joined Fortress in 2007 and served in various capacities within the corporate accounting and finance divisions, including as head of Fortress’ financial planning & analysis group. Prior to joining Fortress in 2007, Mr. Patel served as an accounting manager at GSC Group, an alternative asset manager focused on credit-based strategies. He received a Bachelor’s degree and a Master’s degree in Commerce from the University of Mumbai (India) and is a Certified Public Accountant (inactive).

“Since joining us, John has been an integral part of our organization, playing a vital role in our growth and evolution into a focused apartment owner and operator. John will continue to serve as CFO while we transition the leadership of the finance and accounting group in the coming months, and we are grateful for John’s contributions, leadership, and commitment to a positive transition,” said Mark O. Decker, Jr., President and Chief Executive Officer. “We believe Bhairav’s experience will serve Centerspace well and welcome him to our team.”

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 79 apartment communities consisting of 14,275 homes located in Colorado, Minnesota, Montana, Nebraska, North Dakota, and South Dakota. Centerspace was named a Top Workplace for 2021 by the Minneapolis Star Tribune. For more information, please visit www.centerspacehomes.com.

If you would like more information about this topic, please contact Emily Miller, Investor Relations, at (701) 837-7104 or IR@centerspacehomes.com.