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What changed in Curbline Properties Corp.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Curbline Properties Corp.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+585 added−448 removedSource: 10-K (2026-02-10) vs 10-K (2025-02-21)

Top changes in Curbline Properties Corp.'s 2025 10-K

585 paragraphs added · 448 removed · 355 edited across 4 sections

Item 1. Business

Business — how the company describes what it does

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Biggest change“Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Company Fundamentals.” Qualification as a Real Estate Investment Trust As of December 31, 2024, the Company believes it met the qualification requirements of a REIT under Sections 856-860 of the Internal Revenue Code of 1986, as amended (the “Code”) and plans to elect to be taxed as a REIT with the filing of its federal income tax return for 2024.
Biggest change“Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Tenant Demand and Company Fundamentals.” 8 Qualification as a Real Estate Investment Trust The Company has elected to be taxed as a REIT under the federal income tax laws.
Solomon was a partner at Alston & Bird LLP where she focused on mergers and acquisitions, equity and debt financings, and compliance with obligations under the Exchange Act and the 9 listing standards of NYSE and Nasdaq. Ms. Solomon earned a Juris Doctor from Georgetown University and a Bachelor of Arts in Comparative Area Studies and History from Duke University.
Solomon was a partner at Alston & Bird LLP where she focused on mergers and acquisitions, equity and debt financings, and compliance with obligations under the Exchange Act and the listing standards of NYSE and Nasdaq. Ms. Solomon earned a Juris Doctor from Georgetown University and a Bachelor of Arts in Comparative Area Studies and History from Duke University.
Numerous real estate companies and developers, private and public, compete with the Company in leasing space in convenience shopping centers to tenants. The Company competes with other real estate companies and developers in terms of rental rates, property location, availability of space, management services and property condition. For more information on the Company’s tenants, see Item 7.
Numerous real estate companies and developers, private and public, compete with the Company in leasing space in shopping centers to tenants. The Company competes with other real estate companies and developers in terms of rental rates, property location, availability of space, management services and property condition. For more information on the Company’s tenants, see Item 7.
As of December 31, 2023, there were over 68,000 convenience properties in the United States (950 million square feet of GLA). This highly fragmented but liquid market, along with the Company’s net cash and liquidity position, provides a 7 substantial addressable opportunity for Curbline to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
As of December 31, 2025, there were over 68,000 convenience properties in the United States (950 million square feet of GLA). This highly fragmented but liquid market, along with the Company’s net cash and liquidity position, provides a 7 substantial addressable opportunity for Curbline to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Fennerty served as a vice president and senior analyst at BlackRock, Inc., a global funds manager, from 2014 to 2017, an analyst at Cohen & Steers Capital Management, a specialist asset manager focused on real assets, from 2012 to 2014, and prior to that, a member of the global investment research division of Goldman Sachs from 2010 to 2012. Mr.
Fennerty served as a vice president and senior analyst at BlackRock, Inc., a global funds manager, from 2014 to 2017, an analyst at Cohen & Steers Capital Management, a specialist asset 9 manager focused on real assets, from 2012 to 2014, and prior to that, a member of the global investment research division of Goldman Sachs from 2010 to 2012.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of Curbline properties having at least one drive-thru unit as of December 31, 2024.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of Curbline properties having at least one drive-thru unit as of December 31, 2025.
Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in Real Estate Development from Columbia University. Conor M. Fennerty, age 39, has served as Executive Vice President, Chief Financial Officer and Treasurer of Curbline since November 2023. Mr.
Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in Real Estate Development from Columbia University. Conor M. Fennerty, age 40, has served as Executive Vice President, Chief Financial Officer and Treasurer of Curbline since November 2023. Mr.
The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.
The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.
Fennerty earned a Bachelor of Science in Business Administration with a major in finance from Georgetown University. John M. Cattonar, age 43 , has served as Executive Vice President and Chief Investment Officer of Curbline since November 2023. Mr.
Mr. Fennerty earned a Bachelor of Science in Business Administration with a major in finance from Georgetown University. John M. Cattonar, age 44 , has served as Executive Vice President and Chief Investment Officer of Curbline since November 2023. Mr.
In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 54% of the ABR under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions.
In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 61% of the ABR under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions.
Lesley H. Solomon, age 53, has served as Executive Vice President, General Counsel and Secretary of Curbline since April 2024. She also previously served as the senior vice president and deputy general counsel of SITE Centers from April 2024 to September 2024. Previously, Ms.
Lesley H. Solomon, age 54, has served as Executive Vice President, General Counsel and Secretary of Curbline since April 2024. She also previously served as the senior vice president and deputy general counsel of SITE Centers from April 2024 to September 2024. Previously, Ms.
Lukes, age 55 , has served as President and Chief Executive Officer of Curbline since November 2023 and has been a member of Curbline’s Board of Directors since July 2024. Mr. Lukes has served as president and chief executive officer of SITE Centers and has been a member of SITE Centers’ board of directors since March 2017.
Lukes, age 56 , has served as President and Chief Executive Officer of Curbline since November 2023 and has been a member of Curbline’s Board of Directors since July 2024. Mr. Lukes has served as president and chief executive officer of SITE Centers and has been a member of SITE Centers’ board of directors since March 2017.
The Company plans to elect to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2024, and intends to maintain its status as a REIT in future periods.
The Company elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2024, and intends to maintain its status as a REIT in future periods.
The property type’s site plan and the depth of leasing prospects that can utilize existing square footage generally reduce operating capital expenditures relative to other retail real estate formats and provide significant tenant diversification.
The property type’s standardized site plans and the depth of leasing prospects that can utilize existing square footage generally reduce operating capital expenditures relative to other retail real estate formats and provide significant tenant diversification.
Senior members of its accounting, finance and capital markets and asset management departments are also required to acknowledge and agree to the Company’s Code of Ethics for Senior Financial Officers on an annual basis. Information About the Company’s Executive Officers The section below provides information regarding the Company’s executive officers as of February 14, 2025: David R.
Senior members of its accounting, finance and capital markets and asset management departments are also required to acknowledge and agree to the Company’s Code of Ethics for Senior Financial Officers on an annual basis. Information About the Company’s Executive Officers The section below provides information regarding the Company’s executive officers as of February 9, 2026: David R.
Many of the Company’s employees have a long tenure with the Company or with SITE Centers, with approximately 62% of the Company’s employees having been with the Company or SITE Centers for over 5 years and 35% for over 10 years. The Company’s primary human capital management objective is to attract, develop, engage and retain the highest quality talent.
Many of the Company’s employees have a long tenure with the Company or with SITE Centers, with approximately 64% of the Company’s employees having been with the Company or SITE Centers for over 5 years and 12% for over 10 years. The Company’s primary human capital management objective is to attract, develop, engage and retain the highest quality talent.
The information the Company posts to its website may be deemed to be material, and investors and others interested in the Company are encouraged to routinely monitor and review the information that the Company posts on its website in addition to following the Company’s press releases, SEC filings and public conference calls and webcasts.
The information the Company posts to its website may be deemed to be material, and investors and others interested in the Company are encouraged to routinely monitor and review the information that the Company posts on its website in addition to following the Company’s press releases, filings with the Securities and Exchange Commission (the “SEC”) and public conference calls and webcasts.
As of December 31, 2024, national tenants accounted for over 71% of the portfolio’s total ABR, public company tenants comprised over 32% of the portfolio’s total ABR and only one tenant represented more than 2% of the portfolio’s total ABR.
As of December 31, 2025, national tenants accounted for over 70% of the portfolio’s total ABR, public company tenants comprised over 29% of the portfolio’s total ABR and only one tenant represented more than 2% of the portfolio’s total ABR.
The Board of Directors may amend or revise the Company’s policies from time to time without a vote of the Company’s stockholders. Recent Developments From January 1, 2025 through February 21, 2025, the Company acquired two convenience shopping centers for an aggregate purchase price of $7.7 million.
The Board of Directors may amend or revise the Company’s policies from time to time without a vote of the Company’s stockholders. Recent Developments From January 1, 2026 through February 9, 2026, the Company acquired four convenience shopping centers for an aggregate purchase price of $39.5 million.
The Company’s current portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes of over $115,000 as compared to the national average of median household income of $80,610.
The Company’s current portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes with a portfolio average of approximately $121,000 as compared to the national median household income of $83,730.
The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace. The Company annually requires its employees to complete training modules on sexual harassment and discrimination and to acknowledge and certify their compliance with the Company’s Code of Business Conduct and Ethics.
The Company annually requires its employees to complete training modules on sexual harassment and discrimination and to acknowledge and certify their compliance with the Company’s Code of Business Conduct and Ethics.
As of December 31, 2024, the median GLA of a property in the Curbline portfolio was approximately 20,000 square feet with 93% of base rent generated by units less than 10,000 square feet.
As of December 31, 2025, the average GLA of a property in the Curbline portfolio was approximately 27,000 square feet with 94% of base rent generated by units less than 10,000 square feet.
As a result, the Company, with the exception of its taxable REIT subsidiaries (“TRSs”), will not be subject to federal income tax to the extent it meets certain requirements of the Code. 8 Human Capital Management As of December 31, 2024, the Company’s workforce was composed of 37 full-time employees.
As of December 31, 2025, the Company met the qualification requirements of a REIT under Sections 856-860 of the Code. As a result, the Company, with the exception of its taxable REIT subsidiaries (“TRSs”), will not be subject to federal income tax to the extent it meets certain requirements of the Code.
Of the Company’s employees, 32% of employees were assigned to work in New York, NY, and 27% of employees were assigned to work in Beachwood, OH, with the rest working in regional offices or remotely.
Human Capital Management As of December 31, 2025, the Company’s workforce was composed of 39 full-time employees. Of the Company’s employees, 36% of employees were assigned to work in New York, NY, and 21% of employees were assigned to work in Beachwood, OH, with the rest working in regional offices or remotely.
As of December 31, 2024, the portfolio’s largest tenants included Starbucks (2.4% of ABR), Darden (1.5% of ABR), JPMorgan Chase (1.3% of ABR), Verizon (1.2% of ABR) and Total Wine & More (1.2% of ABR) and the portfolio’s top ten tenants comprised less than 13% of total ABR.
As of December 31, 2025, the portfolio’s largest tenants included Starbucks (2.6% of ABR), Verizon (1.7% of ABR), Inspire Brands (1.4% of ABR), JAB Holding (1.2% of ABR) and Chipotle (1.2% of ABR) and the portfolio’s top ten tenants comprised less than 14% of total ABR.
At December 31, 2024, the aggregate occupancy of the Company’s portfolio of 97 properties, which aggregated 3.1 million square feet of gross leasable area (“GLA”), was 93.9% occupied and the average annualized base rent (“ABR”) per occupied square foot was $35.62.
At December 31, 2025, the aggregate occupancy of the Company’s portfolio of 176 properties, which aggregated 4.8 million square feet of gross leasable area (“GLA”), was 94.1% and the average annualized base rent (“ABR”) per occupied square foot was $34.52. The primary source of the Company’s income is generated from the rental of the Company’s convenience shopping centers to tenants.
Item 1. BUSI NESS Overview Curbline Properties Corp., a Maryland corporation (the “Company” or “Curbline”), is engaged in the business of owning, managing, leasing and acquiring a portfolio of convenience shopping centers. All of Curbline’s properties are located in the United States and are geographically diversified, principally across the Southeast, Mid-Atlantic, Southwest and Mountain regions, along with Texas.
All of Curbline’s properties are located in the United States and are geographically diversified, principally across the Southeast, Mid-Atlantic, Southwest and Mountain regions, along with Texas.
Removed
The primary source of the Company’s income is generated from the rental of the Company’s convenience shopping centers to tenants.
Added
Item 1. BUSI NESS Overview Curbline Properties Corp., a Maryland corporation (the “Company” or “Curbline”), is primarily engaged in the business of owning, leasing, acquiring, and managing convenience shopping centers positioned on the curbline of well-trafficked intersections and major vehicular corridors in suburban, high household income communities.
Removed
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Spin-Off became effective at 12:01 a.m., Eastern Time, on October 1, 2024.
Added
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses.
Removed
Curbline was in a net cash position at the time of the Spin-Off, with $800.0 million of cash on hand, no indebtedness, and a $400.0 million unsecured, undrawn line of credit and a $100.0 million delayed draw term loan facility.
Added
At December 31, 2025, the Company’s primary sources of capital were $289.6 million of unrestricted cash, $172.0 million of unfunded senior unsecured notes, $400.0 million available on the Company’s unsecured, undrawn line of credit and $75.5 million of expected gross proceeds from unsettled forward equity sales in the fourth quarter of 2025 along with cash flow from operations.
Removed
At December 31, 2024, the Company remained in a net cash position with $626.4 million of cash on hand, no indebtedness and full availability under its credit agreement. Therefore, the Company is expected to have significant access to sources of debt capital in order to fund significant asset growth.
Added
The Company may also raise additional capital as appropriate to finance the growth of its business. Debt outstanding was $428.0 million as of December 31, 2025. As of December 31, 2024, there was no indebtedness outstanding.
Removed
To support this objective, the Company offers competitive pay and benefit programs, with a broad focus on wellness and flexible work arrangements designed to allow employees to meet personal and family needs.
Added
The Company completed the sale of $22.0 million of the 2025-C Notes and $150.0 million of the 2026-A Notes (defined below) on January 20, 2026. From January 1, 2026 through February 9, 2026, the Company sold 1.9 million shares of common stock on a forward basis under the ATM Continuous Equity Program for expected gross proceeds of $44.8 million.
Removed
The Company currently utilizes a hybrid work schedule that provides employees the opportunity to work remotely on a limited basis while continuing to cultivate in-office relationships and learning, which are key elements to the Company’s culture. The Company also takes steps to measure and improve upon its level of employee engagement and to create a diverse and inclusive workplace.
Added
As a REIT, the Company is generally not subject to federal income tax on taxable income that it distributes to its shareholders.
Added
Under the Internal Revenue Code of 1986, as amended (the “Code”), REITs are subject to numerous regulatory requirements which must be satisfied on an ongoing basis, including the requirement to generally distribute at least 90% of its REIT taxable income each year.
Added
The Company will be subject to federal income tax on its taxable income at regular corporate rates if it fails to qualify as a REIT for federal income tax purposes in any taxable year, or to the extent it distributes less than 100% of its REIT taxable income.
Added
The Company will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which REIT qualification is lost.
Added
Even if the Company qualifies as a REIT for federal income tax purposes, the Company may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on its undistributed taxable income and income from certain sources (such as income from the sale of property in the nature of inventory).
Added
The Company has elected to treat certain of its subsidiaries as TRSs. In general, a TRS may engage in any real estate business and certain non-real estate businesses in which a REIT cannot directly engage, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes.
Added
To attract and retain high performing individuals, the Company partners with employees to provide opportunities for professional and personal development. Curbline offers a broad range of benefits and believes its compensation packages and benefits are competitive with others in our industry. The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

65 edited+21 added−19 removed163 unchanged
Biggest changeAs a public company, the Company is subject to reporting requirements under the Exchange Act, the Sarbanes-Oxley Act and the listing standards of the NYSE. The Company expects that the requirements of these rules and regulations will increase its legal, accounting and financial compliance costs and make some activities more difficult, time consuming and costly.
Biggest changeThe Company expects that the requirements of these rules and regulations will increase its legal, accounting and financial compliance costs and make some activities more difficult, time consuming and costly. 24 The Sarbanes-Oxley Act requires, among other things, that the Company maintain effective disclosure controls and procedures and internal control over financial reporting.
The historical combined financial information included in this Annual Report on Form 10-K does not reflect what the Company’s financial condition, results of operations or cash flows would have been as an independent public 10 company during the periods presented and is not necessarily indicative of the Company’s future financial condition, future results of operations or future cash flows.
The historical combined financial information included in this Annual Report on Form 10-K does not reflect what the Company’s financial condition, results of operations or cash flows would have been as an independent public company during the periods presented and is not necessarily indicative of the Company’s future financial condition, future results of operations or future cash flows.
The Company’s income would be negatively affected in the event of the bankruptcy or insolvency of, or a downturn in the business of, a significant number of its tenants, or in the event that such tenants decline to extend or renew leases upon expiration.
The Company’s income would be negatively affected in the event of bankruptcy or insolvency of, or a downturn in the business of, a significant number of its tenants, or in the event that such tenants decline to extend or renew leases upon expiration.
Such liability could be of substantial magnitude and divert management’s attention from other aspects of the Company’s business and, as a result, could have a material adverse effect on the Company’s financial condition, results of operations, cash flow and its ability to make distributions to stockholders. Changes in consumer trends, distribution channels and suburban populations may negatively affect revenues.
Such liability could be of a substantial magnitude and divert management’s attention from other aspects of the Company’s business and, as a result, could have a material adverse effect on the Company’s financial condition, results of operations, cash flow and its ability to make distributions to stockholders. Changes in consumer trends, distribution channels and suburban populations may negatively affect revenues.
Furthermore, while the SITE Centers maintains insurance for which the Company is an additional insured, the coverage may not sufficiently cover all types of losses, claims or fines that may arise. For additional information see Item 1C. “Cybersecurity— Information Technology and Cybersecurity” in Part I of this Annual Report on Form 10-K.
Furthermore, while SITE Centers maintains insurance for which the Company is an additional insured, the coverage may not sufficiently cover all types of losses, claims or fines that may arise. For additional information see Item 1C. “Cybersecurity— Information Technology and Cybersecurity” in Part I of this Annual Report on Form 10-K.
Acquisitions of commercial properties entail risks such as the following: • the Company may not have sufficient operational capacity to scale its business at a rapid enough pace, including by failing to achieve desired volume targets for property acquisitions; • the Company may incur significant costs in connection with evaluating and negotiating potential acquisitions that the Company subsequently abandons or is otherwise unable to complete, including due to unexpected discoveries in due diligence investigations or insufficient available resources; • the Company may be unable to identify, or may have difficulty identifying, acquisition opportunities that fit its investment strategy and cost of capital; • the Company’s estimates on expected occupancy and rental rates may differ from actual conditions; • the Company’s estimates of the costs of any capital needs of acquired properties may prove to be inaccurate; • the Company may be unable to operate successfully in new markets where acquired properties are located due to a lack of market knowledge or understanding of local economies; • the properties may become subject to environmental liabilities that the Company was unaware of at the time the Company acquired the property; or • the Company may be unable to successfully integrate new properties into its existing operations.
Acquisitions of commercial properties entail risks such as the following: • the Company may not have sufficient operational capacity to scale its business at a rapid enough pace, including by failing to achieve desired volume targets for property acquisitions; 11 • the Company may incur significant costs in connection with evaluating and negotiating potential acquisitions that the Company subsequently abandons or is otherwise unable to complete, including due to unexpected discoveries in due diligence investigations or insufficient available resources; • the Company may be unable to identify, or may have difficulty identifying, acquisition opportunities that fit its investment strategy and cost of capital; • the Company’s estimates on expected occupancy and rental rates may differ from actual conditions; • the Company’s estimates of the costs of any capital needs of acquired properties may prove to be inaccurate; • the Company may be unable to operate successfully in new markets where acquired properties are located due to a lack of market knowledge or understanding of local economies; • the properties may become subject to environmental liabilities that the Company was unaware of at the time the Company acquired the property; or • the Company may be unable to successfully integrate new properties into its existing operations.
Incurring debt or other obligations, such as preferred equity, including any refinancing or replacement thereof, could have important consequences for the Company, including (i) decreasing the Company’s overall profitability, (ii) increasing the Company’s vulnerability to adverse economic or industry conditions, (iii) limiting the Company’s ability to obtain additional financing on acceptable terms, or at all, to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is limited, (iv) subjecting the Company to financial and other restrictive covenants, which could limit its operating flexibility and performance, (v) requiring a substantial portion of the Company’s cash flows from operations for the payment of interest on debt and reducing the Company’s ability to use its cash flows to fund working capital, capital expenditures, acquisitions, and general corporate requirements, and to make distributions and (vi) placing the Company at a competitive disadvantage to less leveraged competitors.
Incurring additional debt or other obligations, such as preferred equity, including any refinancing or replacement thereof, could 15 have important consequences for the Company, including (i) decreasing the Company’s overall profitability, (ii) increasing the Company’s vulnerability to adverse economic or industry conditions, (iii) limiting the Company’s ability to obtain additional financing on acceptable terms, or at all, to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is limited, (iv) subjecting the Company to additional financial and other restrictive covenants, which could limit its operating flexibility and performance, (v) requiring a substantial portion of the Company’s cash flows from operations for the payment of interest on debt and reducing the Company’s ability to use its cash flows to fund working capital, capital expenditures, acquisitions, and general corporate requirements, and to make distributions and (vi) placing the Company at a competitive disadvantage to less leveraged competitors.
For example, pursuant to the Shared Services Agreement, the Operating Partnership or its affiliates provide SITE Centers (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers and its affiliates and (ii) transaction services that are of a nature 15 customarily performed by a dedicated transactions team within an organization similarly situated to SITE Centers, and SITE Centers provides the Operating Partnership the services of its employees and the use or benefit of SITE Centers’ assets, offices and other resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership or its affiliates in a manner as would be established and operated for a REIT similarly situated to the Company.
For example, pursuant to the Shared Services Agreement, the Operating Partnership or its affiliates provide SITE Centers (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITE Centers, and SITE Centers provides the Operating Partnership the services of its employees and the use or benefit of SITE Centers’ assets, offices and other resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership or its affiliates in a manner as would be established and operated for a REIT similarly situated to the Company.
Among other things, the Charter and Bylaws include provisions: • initially dividing the Curbline Board into three classes; 19 • providing that removal of a member of the Curbline Board can only be for cause prior to the conclusion of the annual meeting of the stockholders to be held in 2027; • prohibiting any person, except for certain stockholders as set forth in the Charter, from owning more than 8% of the Company’s outstanding common stock prior to an exempt holder reduction event or more than 9.8% of the Company’s outstanding common stock from and after an exempt holder reduction event in order to maintain the Company’s status as a REIT; • authorizing “blank check” preferred stock, which could be issued by the Curbline Board without stockholder approval and may contain voting, liquidation, dividend and other rights superior to the Company’s common stock; • providing that the Curbline Board may increase its size and that any vacancy on the Curbline Board may be filled only by the affirmative vote of a majority of the remaining directors then in office; • providing that special meetings of the stockholders may only be called by the Curbline Board, certain executive officers of the Company or upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting; • providing that stockholders may not act by written consent unless (a) such written consent is unanimous or (b) the action is advised, and submitted to the stockholders for approval, by the Curbline Board and such written consent of a majority of votes entitled to be cast is delivered to the Company in accordance with the Maryland General Corporation Law, or the MGCL and • requiring advance notice of stockholder proposals for business to be conducted at meetings of the Company’s stockholders and for nominations of candidates for election to the Curbline Board.
Among other things, the Charter and Bylaws include provisions: • initially dividing the Curbline Board into three classes; 20 • providing that removal of a member of the Curbline Board can only be for cause prior to the conclusion of the annual meeting of the stockholders to be held in 2027; • prohibiting any person, except for certain stockholders as set forth in the Charter, from owning more than 8% of the Company’s outstanding common stock prior to an exempt holder reduction event or more than 9.8% of the Company’s outstanding common stock from and after an exempt holder reduction event in order to maintain the Company’s status as a REIT; • authorizing “blank check” preferred stock, which could be issued by the Curbline Board without stockholder approval and may contain voting, liquidation, dividend and other rights superior to the Company’s common stock; • providing that the Curbline Board may increase its size and that any vacancy on the Curbline Board may be filled only by the affirmative vote of a majority of the remaining directors then in office; • providing that special meetings of the stockholders may only be called by the Curbline Board, certain executive officers of the Company or upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting; • providing that stockholders may not act by written consent unless (a) such written consent is unanimous or (b) the action is advised, and submitted to the stockholders for approval, by the Curbline Board and such written consent of a majority of votes entitled to be cast is delivered to the Company in accordance with the Maryland General Corporation Law, or the MGCL; and • requiring advance notice of stockholder proposals for business to be conducted at meetings of the Company’s stockholders and for nominations of candidates for election to the Curbline Board.
The Company’s status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within its control. Accordingly, the Company’s ability to qualify and remain qualified as a REIT for U.S. federal income tax purposes is not 16 certain. Even a technical or inadvertent violation of the REIT requirements could jeopardize the Company’s REIT qualification.
The Company’s status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within its control. Accordingly, the Company’s ability to qualify and remain qualified as a REIT for U.S. federal income tax purposes is not certain. Even a technical or inadvertent violation of the REIT requirements could jeopardize the Company’s REIT qualification.
Any of the foregoing circumstances could have a negative effect on the Company’s business, the operations of its tenants and the value of its properties. The Company’s real estate assets may be subject to impairment charges. On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate assets may be impaired.
Any of the foregoing circumstances could have a negative effect on the Company’s business, the operations of its tenants and the value of its properties. 13 The Company’s real estate assets may be subject to impairment charges. On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate assets may be impaired.
If the Company decides in the future to issue debt or preferred equity securities ranking senior to its common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting the Company’s operating flexibility.
If the Company decides in the future to issue additional debt or preferred equity securities ranking senior to its common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting the Company’s operating flexibility.
The potential increase in the frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may limit the types of coverage and the coverage limits the Company is able to obtain on commercially reasonable terms.
The potential increase in the frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may limit the types of insurance coverage and the coverage limits the Company is able to obtain on commercially reasonable terms.
Among the market conditions that may affect the market price of the Company’s publicly traded securities are the following: 21 • the Company’s actual or projected financial condition, results of operations, cash flows and liquidity, or changes in business strategies or prospects; • the market’s perception of the Company’s potential and future cash dividends; • changes in the valuation and capitalization rates applicable to the Company’s properties; • the ability to acquire additional assets on a timely basis and on attractive terms; • actual or perceived conflicts of interest with SITE Centers and individuals, including the Company’s executives, or any termination of the agreements with SITE Centers; • equity issuances by the Company, or stock resales by its significant stockholders, or the perception that such issuances or resales may occur; • the publication of research reports about the Company or the real estate industry; • changes in market valuations of similar companies; • adverse market reaction to any indebtedness the Company incurs in the future; • additions to or departures of key personnel or members of the Curbline Board; • speculation in the press or investment community; • the Company’s failure to meet, or the lowering of, its earnings estimates or those of any securities analysts; • the extent of institutional investor interest in the Company; • increases in market interest rates, which may have a negative impact on the number of potential buyers for the Company’s properties and the prices such buyers are willing to pay; • ability to pay distributions to the Company’s stockholders pursuant to its operating strategy; • changes to the debt markets which could adversely affect the Company’s ability to raise capital; • failure of the Company to qualify as a REIT and the Company’s continued qualification as a REIT; • the reputation of REITs generally and the reputation of REITs with similar businesses; • the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies or sovereign governments), bank deposits or other investments; • price and volume fluctuations in the stock market generally; • natural disasters and environmental hazards affecting areas in which the Company’s properties are located; • changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; • political or economic turmoil impacting the economy of areas in which the Company’s properties are located; and • general market and economic conditions, including the current state of the credit and capital markets and the market for sales and investments in properties similar to those owned by the Company.
Among the market conditions that may affect the market price of the Company’s publicly traded securities are the following: • the Company’s actual or projected financial condition, results of operations, cash flows and liquidity, or changes in business strategies or prospects; • the market’s perception of the Company’s potential and future cash dividends; 22 • changes in the valuation and capitalization rates applicable to the Company’s properties; • the ability to acquire additional assets on a timely basis and on attractive terms; • actual or perceived conflicts of interest with SITE Centers and individuals, including the Company’s executives, or any termination of the agreements with SITE Centers; • equity issuances by the Company, including under the Company’s at-the-market offering program, or stock resales by its significant stockholders, or the perception that such issuances or resales may occur; • the publication of research reports about the Company or the real estate industry; • changes in market valuations of similar companies; • adverse market reaction to the current or future indebtedness the Company incurs; • additions to or departures of key personnel or members of the Curbline Board; • speculation in the press or investment community; • the Company’s failure to meet, or the lowering of, its earnings estimates or those of any securities analysts; • the extent of institutional investor interest in the Company; • increases in market interest rates, which may have a negative impact on the number of potential buyers for the Company’s properties and the prices such buyers are willing to pay; • ability to pay distributions to the Company’s stockholders pursuant to its operating strategy; • changes to the debt markets which could adversely affect the Company’s ability to raise capital; • failure of the Company to continue to qualify as a REIT and the Company’s continued qualification as a REIT; • the reputation of REITs generally and the reputation of REITs with similar businesses; • the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies or sovereign governments), bank deposits or other investments; • price and volume fluctuations in the stock market generally; • natural disasters and environmental hazards affecting areas in which the Company’s properties are located; • changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes; • political or economic turmoil impacting the economy of areas in which the Company’s properties are located; and • general market and economic conditions, including the current state of the credit and capital markets and the market for sales and investments in properties similar to those owned by the Company.
In the Company’s estimate of projected cash 14 flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors.
In the Company’s estimate of projected cash flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors.
SITE Centers and the Company intend (and are generally obligated pursuant to the Tax Matters Agreement) to take the position for tax purposes that such shares were distributed to such shareholders at the close of business on the day of the distribution, and that immediately prior to such distribution, the Company shall be treated as acquiring all of its assets (and assuming all of its liabilities) from SITE Centers in exchange for the Company’s stock.
SITE Centers and the Company took (and are generally obligated pursuant to the Tax Matters Agreement to take) the position for tax purposes that such shares were distributed to such shareholders at the close of business on the day of the distribution, and that immediately prior to such distribution, the Company shall be treated as acquiring all of its assets (and assuming all of its liabilities) from SITE Centers in exchange for the Company’s stock.
In addition, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
In addition, the law 19 relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT.
The current and future systems provided by SITE Centers and third-party providers are also subject to damage or interruption from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including phishing attacks, ransomware and other sophisticated cyber-attacks.
The systems provided by SITE Centers and third-party providers are also subject to damage or interruption from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including phishing attacks, ransomware and other sophisticated cyber-attacks.
In addition, the Company may face challenges in the management and maintenance of its properties or incur increased operating costs, such as real estate taxes, insurance and utilities, that may make its properties unattractive to tenants. In addition, the Company’s properties compete with numerous other shopping and commercial venues in attracting and retaining retailers.
In addition, the Company may face challenges in the management and maintenance of its properties or incur increased operating costs, such as real estate taxes, insurance and utilities, that may make its properties unattractive to tenants. In addition, the Company’s properties compete with other shopping centers and commercial venues in attracting and retaining retailers.
As a result, no assurance can be 22 given that the Company will be able to make distributions to its stockholders at any time in the future or the level or timing of any distributions the Company does make. Shares eligible for future sale may have adverse effects on the Company’s stock price.
As a result, no assurance can be given that the Company will be able to make distributions to its stockholders at any time in the future or the level or timing of any distributions the Company does make. 23 Shares eligible for future sale may have adverse effects on the Company’s stock price.
In addition, states and localities, which often use federal taxable income as a starting point for computing state and local tax liabilities, continue to react to the TCJA, and these may exacerbate its negative, or diminish its positive, effects on the Company.
In addition, states and localities, which often use federal taxable income as a starting point for computing state and local tax liabilities, continue to react to the OBBBA, and these may exacerbate its negative, or diminish its positive, effects on the Company.
The Company’s properties could be subject to climate change, damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties.
The Company’s properties could be subject to damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties.
There are certain governments, regulators, investors, employees, tenants, customers and other stakeholders that are focused on sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and 13 diversity, equity and inclusion. The Company anticipates that it may make statements about its sustainability initiatives through information provided on its website, press releases and other communications.
There are certain governments, regulators, investors, employees, tenants, customers and other stakeholders that are focused on sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion. The Company may make statements about its sustainability initiatives through information provided on its website, press releases and other communications.
The economic performance and value of the Company’s real estate holdings can be affected by many factors, including the following: • changes in the local, regional, national and international economic climate, including those resulting from the imposition of U.S. tariffs and reciprocal tariffs on U.S. goods; • local conditions, such as an excess amount of space or a reduction in demand for real estate in the area and population, demographic and employment trends; • the attractiveness of the properties to tenants; • the Company’s ability to provide adequate management services and to maintain its properties; and • the expense of renovating, repairing and re-letting spaces.
The economic performance and value of the Company’s real estate holdings can be affected by many factors, including the following: • changes in the local, regional, national and international economic climate, including those resulting from the imposition of U.S. tariffs and reciprocal or retaliatory tariffs on U.S. goods and the market reaction thereto; • local conditions, such as an excess amount of space or a reduction in demand for real estate in the area and population, demographic and employment trends; • the attractiveness of the properties to tenants; 10 • the Company’s ability to provide adequate management services and to maintain its properties; and • the expense of renovating, repairing and re-letting spaces.
As with all system upgrades there is level of risk that is considered, and steps taken to reduce the operational impacts following the implementation of the system. If there are issues with the system implementation, it could negatively impact our financial data and may result in inaccurate financials or delays in our periodic reports with the SEC.
As with all system upgrades there is level of risk that is considered, and steps taken to reduce the operational impacts following the implementation of the system. If there are issues with the new system, it could negatively impact the Company’s financial data and may result in inaccurate financials or delays in the Company’s periodic reports with the SEC.
It is possible that these rules could result in partnerships in which we directly or indirectly invest, including the Operating Partnership, being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties, including in situations where we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.
It is possible that these rules could result in partnerships in which the Company directly or indirectly invests, including the Operating Partnership, being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Company, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties, including in situations where the Company, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.
Crime or civil unrest may affect the markets in which the Company operates its business and its profitability. While the Company’s properties are generally located in suburban areas, they are generally located near major metropolitan areas or other areas that are susceptible to property and violent crime, including mass shootings.
Crime or civil unrest may affect the markets in which the Company operates its business and its profitability. The Company’s properties are generally located near major metropolitan areas or other areas that are susceptible to property and violent crime, including mass shootings.
In addition, the Company will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by the Company in any calendar year are less than the sum of 85% of the Company’s ordinary income, 95% of its capital gain net income 17 and 100% of its undistributed income from prior years.
In addition, the Company will be subject to a 4% non-deductible excise tax on the amount, if any, by which distributions paid by the Company in any calendar year are less than the sum of 85% of the Company’s ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years.
The Company expects that it may incur additional costs and devote additional resources to implement sustainability initiatives and comply with increasing environmental disclosure obligations, including disclosures relating to the impact of climate change on the Company’s business.
The Company may incur additional costs and devote additional resources to implement sustainability initiatives and comply with increasing environmental disclosure obligations, including disclosures relating to the impact of climate change on the Company’s business.
The distribution was structured, and SITE Centers and the Company intend to treat it for U.S. federal income tax purposes as, a taxable distribution of shares in the Company to SITE Centers’ common shareholders.
The distribution was structured, and SITE Centers and the Company treated it for U.S. federal income tax purposes as, a taxable distribution of shares in the Company to SITE Centers’ common shareholders.
Furthermore, Congress or the Internal Revenue Service (“IRS”) might change the tax laws or regulations and the courts could issue new rulings, in each case potentially having a retroactive effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT.
Furthermore, Congress or the IRS might change the tax laws or regulations, and the courts could issue new rulings, in each case potentially having a retroactive effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT.
If the Company is unable to successfully manage the potential difficulties associated with growth for these or any other reasons, the Company may not be able to capture the efficiencies of scale that it expects from expansion, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows and adversely affect the price of the Company’s common stock. 12 The Company may not be able to obtain additional capital to make investments or finance its operations.
If the Company is unable to successfully manage the potential difficulties associated with growth for these or any other reasons, the Company may not be able to capture the efficiencies of scale that it expects from expansion, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows and adversely affect the price of the Company’s common stock.
Therefore, demand for space may be adversely affected by changing consumer trends, changes in shopping or alternative shopping methods and service locations, and overall changes in suburban population or other demographic factors and trends.
Therefore, demand for space may be adversely affected by changing consumer trends, changes in shopping or alternative shopping methods (such as e-commerce) and service locations, and overall changes in suburban population or other demographic factors and trends.
The Company’s ability to manage future growth effectively will also require the Company to successfully attract, train, motivate, retain, and manage new employees and continue to update and improve its operational, financial, and management controls and procedures.
The Company’s ability to manage future growth effectively may also require the Company to successfully attract, train, motivate, retain, and manage new employees and update its operational, financial, and management controls and procedures.
As of December 31, 2024, leases at the Company’s properties were scheduled to expire on a total of approximately 6.7% of leased GLA during 2025. For those leases that renew, rental rates upon renewal may be lower than current rates.
As of December 31, 2025, leases at the Company’s properties were scheduled to expire on a total of approximately 10.1% of leased GLA during 2026. For those leases that renew, rental rates upon renewal may be lower than current rates.
The economic performance and value of the Company’s convenience properties depend on many factors, including the economic climate and local conditions, each of which could have an adverse impact on the Company’s results of operations and cash flows.
Risks Related to the Company’s Business, Properties and Strategies The economic performance and value of the Company’s convenience properties depend on many factors, including the economic climate and local conditions, each of which could have an adverse impact on the Company’s results of operations and cash flows.
Furthermore, members of the Curbline Board and the Company’s management may continue to own shares of SITE Centers, which could create, or appear to create, potential conflicts of interest if the Company’s directors and executive officers are faced with decisions that could have different implications for SITE Centers and the Company.
Furthermore, members of the Curbline Board and the Company’s management may continue to own shares of SITE Centers, which could create, or appear to create, potential conflicts of interest if the Company’s directors and executive officers are faced with decisions that could have different implications for SITE Centers and the Company. 16 In addition, the Company’s agreements with SITE Centers could also lead to, or appear to cause, conflicts of interest.
Consistent with this effort, SITE Centers is in the process of transitioning from its existing financial system to a new software-as-a-service solution focused on improving functionality, increasing the longevity of the system, safeguarding the confidentiality and integrity of our data, and maintaining the availability of the financial system.
Consistent with this effort, SITE Centers has transitioned from its existing financial system to a software-as-a-service solution focused on improving functionality, increasing the longevity of the system, safeguarding the confidentiality and integrity of our data, and maintaining the availability of the financial system.
Furthermore, significant stockholders of the Company have in the past sold substantial amounts of SITE Centers’ common shares, and may sell in the future substantial amounts of the Company’s common stock in the public market to enhance the stockholders’ liquidity positions, fund alternative investments or for other reasons.
Furthermore, significant stockholders of the Company may sell in the future substantial amounts of the Company’s common stock in the public market to enhance the stockholders’ liquidity positions, fund alternative investments or for other reasons.
Conflicts with the Company’s business and interests may arise from involvement in activities related to the allocation of SITE Centers and the Company’s management time and services between the Company and SITE Centers.
The Company is subject to conflicts of interest arising out of its relationship with SITE Centers. Conflicts with the Company’s business and interests may arise from involvement in activities related to the allocation of SITE Centers and the Company’s management time and services between the Company and SITE Centers.
However, U.S. stockholders that are individuals, trusts or estates generally may deduct up to 20% of the ordinary dividends (e.g., REIT dividends that are not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 31, 2017, and before January 1, 2026.
However, U.S. stockholders that are individuals, trusts or estates generally may deduct up to 20% of the ordinary dividends (e.g., REIT dividends that are not designated as capital gain dividends or qualified dividend income) received from a REIT.
Conflicts of interest may also arise from the lease of vacant space or renewal of existing leases at the Company’s properties, which may be located near and compete with properties owned or managed by affiliates of SITE Centers.
Conflicts of interest may also arise from the lease of vacant space or renewal of existing leases at the Company’s properties, which may be located near and compete with properties owned or managed by affiliates of SITE Centers. In certain circumstances, the Shared Services Agreement may be terminated by SITE Centers, including for convenience effective October 1, 2026.
The Company may incur construction costs for a project that exceed its original estimates due to high interest rates, increased materials, labor, leasing or other costs, labor shortages, material shortages or supply chain delays, or unanticipated technical difficulties, which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increase in construction costs. 11 Inflationary pressures and rising interest rates could also result in reductions in retail-sector profitability and consumer discretionary spending, which could impact tenant demand for new and existing locations and the Company’s ability to maintain and grow rents.
The Company may incur construction costs for a project that exceed its original estimates due to high interest rates, increased materials, labor, leasing or other costs, labor shortages, material shortages or supply chain delays, or unanticipated technical difficulties, which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increase in construction costs.
The Company may be forced to sell its securities or borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to curtail its investment activities and/or to dispose of assets at inopportune times, which could materially and adversely affect the Company.
The Company will also be subject to a 100% tax on certain amounts if the economic arrangements between the Company and its TRSs are not comparable to similar arrangements among unrelated parties. 18 The Company may be forced to sell its securities or borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to curtail its investment activities and/or to dispose of assets at inopportune times, which could materially and adversely affect the Company.
Risks Related to the Company’s Taxation as a REIT If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s stock.
Failure to achieve some or all of the benefits expected to result from the separation, or a delay in realizing such benefits, may have a material adverse effect on the Company’s business, financial condition and results of operations. 17 Risks Related to the Company’s Taxation as a REIT If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s stock.
It is impossible to predict the nature or extent of any new tax legislation, regulation or administrative interpretations, but such items could adversely affect the Company’s financial condition, results of operations and/or future business planning. 18 If SITE Centers fails to qualify as a REIT for 2024, the Company may not be eligible to elect to be taxed as a REIT.
It is impossible to predict the nature or extent of any new tax legislation, regulation or administrative interpretations, but such items could adversely affect the Company’s financial condition, results of operations and/or future business planning.
These strategies and policies may be amended or revised at any time at the discretion of the Board of Directors without a vote of the Company’s stockholders.
The Company’s Board of Directors may change significant corporate policies without stockholder approval. The Company’s strategies and investment, financing and dividend policies will be determined by its Board of Directors. These strategies and policies may be amended or revised at any time at the discretion of the Board of Directors without a vote of the 21 Company’s stockholders.
Decreases in the number of daily convenience trips to the Company’s properties for any of the foregoing reasons could have a material adverse effect on the Company’s financial condition and results of operations. Expectations relating to sustainability considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business.
Decreases in the number of daily convenience trips to the 12 Company’s properties for any of the foregoing reasons could have a material adverse effect on the Company’s financial condition and results of operations.
It is possible that accounting standards the Company is required to adopt may require changes to the current accounting treatment that it applies to its consolidated financial statements and 23 may require it to make significant changes to its systems.
It is possible that accounting standards the Company is required to adopt may require changes to the current accounting treatment that it applies to its consolidated financial statements and may require it to make significant changes to its systems. Changes in accounting standards could result in a material adverse impact on the Company’s business, financial condition and results of operations.
Changes in accounting standards could result in a material adverse impact on the Company’s business, financial condition and results of operations. General Risks Relating to Investments in the Company’s Securities As a public company, the Company is subject to regulatory and reporting requirements that will increase legal, accounting and financial compliance costs.
General Risks Relating to Investments in the Company’s Securities As a public company, the Company is subject to regulatory and reporting requirements that will increase legal, accounting and financial compliance costs. As a public company, the Company is subject to reporting requirements under the Exchange Act, the Sarbanes-Oxley Act and the listing standards of the NYSE.
Risks Related to the Company’s Business, Properties and Strategies The Company was recently organized and is employing a business model with a limited track record, and it may not be able to operate its business successfully or execute its business plan. The Company was organized in 2023 and has a very limited operating history.
The Company was recently organized and employs a business model with a limited track record, and it may not be able to operate its business successfully or execute its business plan. The Company was organized in 2023 and has a limited operating history. Furthermore, the Company is the first publicly traded REIT focused exclusively on the convenience real estate sector.
The Sarbanes-Oxley Act requires, among other things, that the Company maintain effective disclosure controls and procedures and internal control over financial reporting. The Company’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business.
The Company’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Further, weaknesses in the Company’s disclosure controls or its internal control over financial reporting may be discovered in the future.
Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and corresponding notes included elsewhere in this Annual Report on Form 10-K.
Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and corresponding notes included elsewhere in this Annual Report on Form 10-K. Risks Related to the Company’s Indebtedness and Capital Structure The Company may not be able to obtain additional capital to make investments or finance its operations.
The Company cannot predict how future laws and regulations related to climate change will affect the Company’s business, results of operations and financial condition.
The Company cannot predict how future laws and regulations related to climate change will affect the Company’s business, results of operations and financial condition. Expectations relating to sustainability considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business.
In addition, the Code imposes restrictions, which are not applicable to other types of real estate companies, on the ability of a REIT to dispose of properties.
Real estate investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms. Real estate investments generally cannot be disposed of quickly. In addition, the Code imposes restrictions, which are not applicable to other types of real estate companies, on the ability of a REIT to dispose of properties.
The Company’s business strategy involves operating as a pure-play convenience retail REIT that exclusively owns and manages these types of properties. No publicly traded peer REITs exist. Therefore, there are limited long-term track records available that might assist it in predicting whether its business model and investment strategy can be scaled and sustained over an extended period of time.
Therefore, there are limited long-term track records available that might assist it in predicting whether its business model and investment strategy can be scaled and sustained over an extended period of time.
In addition, to qualify as a REIT, the Company must, among other things, distribute at least 90% of its REIT taxable income (excluding any net capital gains) to its stockholders each year. Because of these distribution requirements, the Company may require third-party sources of capital, including secured debt and common and preferred equity financings, to fund capital needs and expenses.
In addition, to qualify as a REIT, the Company generally must, among other things, distribute at least 90% of its REIT taxable income (excluding any net capital gains) to its stockholders each year.
Furthermore, the Company is the first publicly traded REIT focused exclusively on the convenience real estate sector. Convenience real estate sector assets have historically been owned and managed by private and individual investors in local markets or as part of larger, more diversified real estate portfolios.
Convenience real estate sector assets have historically been owned and managed by private and individual investors in local markets or as part of larger, more diversified real estate portfolios. The Company’s business strategy involves operating as a pure-play convenience retail REIT that exclusively owns and manages these types of properties. No publicly traded peer REIT exists.
Furthermore, potential amendments and technical corrections, as well as interpretations and implementation of regulations by the Treasury and IRS, may have or may in the future occur or be enacted, and, in each case, they could lessen or increase the impact of the Tax Cuts and Jobs Act of 2017 (the “TCJA”).
Furthermore, potential amendments and technical corrections, as well as interpretations and implementation of regulations by the Treasury and IRS, may have or may in the future occur or be enacted, and, in each case, they could lessen or increase the impact of significant tax legislation, such legislation commonly known as the “Tax Cuts and Jobs Act” that was passed in December 2017 (the “TCJA”) and legislation commonly known as the “One Big Beautiful Bill Act” (the “OBBBA”), which was signed into law on July 4, 2025, and made permanent many of the TCJA’s provisions.
As part of its growth strategy, the Company may incur a substantial amount of debt to finance future acquisitions, including debt that refinances or replaces borrowings under the line of credit or term loan facility.
The Company’s principal amount of outstanding indebtedness as of February 9, 2026 was $600.0 million. As part of its growth strategy, the Company may incur a substantial amount of additional debt to finance future acquisitions, including debt that refinances or replaces its existing indebtedness.
This has caused in the past the trading price of SITE Centers’ common shares, and may in the future cause the trading price of the Company’s common stock, to decline significantly, resulting in other stockholders being unable to sell their common stock at favorable prices.
This could cause the trading price of the Company’s common stock, to decline significantly, resulting in other stockholders being unable to sell their common stock at favorable prices. The Company cannot predict or control how the Company’s significant stockholders may use the influence they have as a result of their common stock holdings.
Similarly, the repurchase or redemption rights or liquidation preferences the Company could assign to holders of preferred stock could affect the residual value or market price of the common stock. The Company is an “emerging growth company,” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies make its securities less attractive to investors.
Similarly, the repurchase or redemption rights or liquidation preferences the Company could assign to holders of preferred stock could affect the residual value or market price of the common stock. The Company’s ability to make distributions is limited by the requirements of Maryland law.
The Company’s financial condition and results of operations could be materially and adversely affected until suitable replacements are identified and retained, if at all. The Company may be subject to litigation that could adversely affect its results of operations. The Company may become a defendant from time to time in major lawsuits and regulatory proceedings relating to its business.
The Company’s financial condition and results of operations could be materially and adversely affected until suitable replacements are identified and retained, if at all. It em 1B. UNRESOLVED STAFF COMMENTS None.
Disruptions in the financial markets may also have a material adverse effect on the market value of the Company’s common stock and other adverse effects on the Company. Real estate investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms. Real estate investments generally cannot be disposed of quickly.
Disruptions in the financial markets may also have a material adverse effect on the market value of the Company’s common stock and other adverse effects on the Company. The Company is exposed to interest rate risk, and there can be no assurance that it will manage or mitigate this risk effectively.
Recently finalized regulations require a REIT to “look through” certain foreign controlled domestic corporations to their owners when determining whether the REIT is domestically controlled.
Final Treasury regulations issued in April 2024require a REIT to “look through” certain foreign controlled domestic corporations to their owners when determining whether the REIT is domestically controlled. Proposed Treasury regulations published on October 21, 2025, eliminate look-through treatment for non-public domestic corporations owned 50% or more by foreign persons for purposes of determining whether a REIT is domestically controlled.
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The Company did not have any debt as of December 31, 2024 and had approximately $626 million of cash on hand, $400 million of immediate liquidity from an unsecured, undrawn line of credit and a $100 million unsecured, delayed draw term loan.
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Inflationary pressures and rising interest rates could also result in reductions in retail-sector profitability and consumer discretionary spending, which could impact tenant demand for new and existing locations and the Company’s ability to maintain and grow rents.
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Risks Related to the Company’s Relationship with SITE Centers The Company may have conflicts of interest with SITE Centers. The Company is subject to conflicts of interest arising out of its relationship with SITE Centers.
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The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations. As with many technological innovations, artificial intelligence (“AI") presents great promise but also risks and challenges that could adversely affect our business.
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In addition, the Company’s agreements with SITE Centers could also lead to, or appear to cause, conflicts of interest.
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Sensitive, proprietary, or confidential information of the Company, our tenants, employees and business partners could be leaked, disclosed, or revealed as a result of or in connection with the use of generative AI technologies by our employees or vendors.
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Failure to achieve some or all of the benefits expected to result from the separation, or a delay in realizing such benefits, may have a material adverse effect on the Company’s business, financial condition and results of operations.
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Any such information input into a third-party generative AI or machine learning platform could be revealed to others, including if information is used to train the third party's generative AI or machine learning models.
Removed
The Company will also be subject to a 100% tax on certain amounts if the economic arrangements between the Company and its TRSs are not comparable to similar arrangements among unrelated parties.
Added
Additionally, where a generative AI or machine learning model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, which may appear correct.
Removed
A rule against electing REIT status would apply to the Company if SITE Centers fails to qualify as a REIT for 2024, the year in which the distribution occurred, and the Company is treated as a successor to SITE Centers for U.S. federal income tax purposes.
Added
Due to these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability.
Removed
Although SITE Centers has represented in the Tax Matters Agreement that commencing with its taxable year ending in December 31, 1993 through its taxable year ending on December 31, 2023, SITE Centers was organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and has covenanted to qualify as a REIT under the Code for its taxable year ending December 31, 2024 (unless SITE Centers obtains an opinion from a nationally recognized tax counsel or a private letter ruling from the IRS to the effect that SITE Centers’ failure to maintain its REIT status will not cause the Company to fail to qualify as a REIT under the successor REIT rule referred to above), no assurance can be given that such representation and covenant would prevent the Company from failing to qualify as a REIT.
Added
In addition, uncertainty in the legal and regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time.
Removed
Although, in the event of a breach, the Company may be able to seek damages from SITE Centers, there can be no assurance that such damages, if any, would appropriately compensate the Company.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

8 edited+1 added−0 removed15 unchanged
Biggest changeThe Company has adopted a Cybersecurity Incident Response Plan, which requires communication of cybersecurity incidents to varying levels and personnel within the organization depending on the severity of the threat impact and encompasses tactics related to cybersecurity, systems and facilities availability, and information privacy. 25 The Board of Directors has specifically delegated oversight of the Company’s cybersecurity risks and related practices to the Audit Committee of the Board of Directors (the “Audit Committee”) through the committee’s charter.
Biggest changeThe Company has adopted a Cybersecurity Incident Response Plan, which requires communication of cybersecurity incidents to varying levels and personnel within the organization depending on the severity of the threat impact and encompasses tactics related to cybersecurity, systems and facilities availability, and information privacy.
SITE Centers has also implemented various safeguards designed to ensure the confidentiality, availability and the integrity of its network and data, including redundant telecommunication facilities, replicating critical data and backups to multiple off-site locations, a fire suppression system to protect SITE Centers’ on-site data center, and electrical power protection and generation facilities.
SITE Centers has also implemented various safeguards designed to ensure the confidentiality, availability and the integrity of its network and data, including redundant telecommunication facilities, replicating critical data and backups to multiple off-site locations, 25 a fire suppression system to protect SITE Centers’ on-site data center, and electrical power protection and generation facilities.
The Company’s internal audit team also reviews the Company’s fraud assessment and confirms IT management’s oversight of its cybersecurity policies. The Company’s management team reviews the findings, if any, of these assessments, assesses the identified risks and takes action based on the Company’s risk profile.
The Company’s internal audit function also reviews the Company’s fraud assessment and confirms IT management’s oversight of its cybersecurity policies. The Company’s management team reviews the findings, if any, of these assessments, assesses the identified risks and takes action based on the Company’s risk profile.
In order to assess the risks posed to the information systems by third-party service providers and vendors, the SITE Centers ’ information technology department, coordinating with the Company’s internal audit services team, evaluates and implements, as appropriate, new software and network application vendors’ contracts, internal policies, certifications and System and Organization Controls (“SOC”) reports during the procurement of solutions and services.
In order to assess the risks posed to the information systems by third-party service providers and vendors, the SITE Centers ’ information technology department, coordinating with the Company’s internal audit function, evaluates and implements, as appropriate, new software and network application vendors’ contracts, internal policies, certifications and System and Organization Controls (“SOC”) reports during the procurement of solutions and services.
The Company’s internal audit team annually assesses and reviews the risks posed to the security of the networks used by the Company, including a review of system and process assurance for information technology and application controls, and takes into account certain frameworks and policies.
The Company’s internal audit function annually assesses and reviews the risks posed to the security of the networks used by the Company, including a review of system and process assurance for information technology and application controls, and takes into account certain frameworks and policies.
The Company has established an internal Security and Privacy Governance Committee, comprised of the Chief Technology Officer and other senior members of management that generally meets quarterly.
The Company has established an internal Security and Privacy Governance Committee, comprised of the Chief Technology Officer and other senior members of management that generally meet quarterly.
The Audit Committee reviews such information alongside other company risks as part of our overall risk assessment. The Company has experienced risks from cybersecurity threats, including issues related to malware, email phishing, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other malicious events.
The Company has experienced risks from cybersecurity threats, including issues related to malware, email phishing, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other malicious events.
At least annually, senior members of the Company’s information technology team (including the Chief Technology Officer) and internal audit services team brief the Audit Committee on information and cyber security matters, including results from risk assessments, the Company’s policies and its internal control function.
At least annually, senior members of the Company’s information technology team (including the Chief Technology Officer) and internal audit function brief the Audit Committee on information and cybersecurity matters, including results from risk assessments, the Company’s policies and its internal control function. The Audit Committee reviews such information alongside other company risks as part of our overall risk assessment.
Added
The Board of Directors has specifically delegated oversight of the Company’s cybersecurity risks and related practices to the Audit Committee of the Board of Directors (the “Audit Committee”) through the committee’s charter.

Item 2. Properties

Properties — owned and leased real estate

255 edited+196 added−68 removed170 unchanged
Biggest changeShopping Center Property List at December 31, 2024 Location Center Owned GLA (000’s) Total Annualized Base Rent (000’s) Alabama 1 Alabaster, AL Promenade Plaza 13 $361 2 Huntsville, AL Hampton Cove Corner 14 $339 3 Madison, AL Madison Station 28 $589 4 Montgomery, AL Eastchase Point 8 $198 5 Opelika, AL Shops at Tiger Town 10 $253 6 Saraland, AL Shops at Saraland 10 $201 Arizona 7 Chandler, AZ Chandler Center 7 $302 8 Gilbert, AZ Shops at Gilbert Crossroads 15 $569 9 Mesa, AZ Shops at Power and Baseline 4 $214 10 Peoria, AZ Shops at Lake Pleasant 47 $1,897 11 Phoenix, AZ Deer Valley Plaza (1) 38 $1,082 12 Phoenix, AZ Paradise Village Plaza 84 $2,861 13 Phoenix, AZ Red Mountain Corner 6 $151 14 Scottsdale, AZ Artesia Village 21 $895 15 Scottsdale, AZ Northsight Plaza 10 $364 16 Surprise, AZ Shops at Prasada North 33 $1,174 17 Tempe, AZ Broadway Center 11 $359 California 18 Chino Hills, CA Crossroads Marketplace 77 $2,491 19 Fontana, CA Shops on Summit 27 $1,242 20 Lafayette, CA La Fiesta Square 75 $2,854 21 Lafayette, CA Lafayette Mercantile 53 $2,857 22 Oceanside , CA Loma Alta Station 35 $811 23 Rancho Santa Margarita, CA Santa Margarita Market Place 29 $1,289 24 Roseville, CA Creekside Plaza 32 $1,344 25 Roseville, CA Creekside Shops (1) 57 $2,296 Colorado 26 Arvada, CO Shops at Olde Town Station 15 $602 27 Denver, CO Shops at University Hills 26 $770 28 Denver, CO Shops on Montview 9 $326 29 Erie, CO Nine Mile Corner 31 $1,084 30 Parker, CO Parker Keystone 17 $652 31 Parker, CO Parker Station 45 $1,257 Florida 32 Boca Raton, FL Shops at Boca Center 117 $4,608 33 Brandon, FL Shops at Lake Brandon 12 $485 34 Casselberry, FL Shops at Casselberry 8 $305 35 Delray Beach, FL Shoppes at Addison Place 56 $2,407 36 Estero , FL Estero Crossing 34 $1,147 37 Jupiter, FL Concourse Village 134 $2,562 38 Miami, FL Collection at Midtown Miami 119 $4,950 39 Naples, FL Shops at Carillon 15 $404 40 Orlando, FL Narcoossee Cove North 16 $807 41 Palm Harbor, FL Shoppes of Boot Ranch 52 $1,568 42 Plantation, FL Shops at the Fountains 14 $512 43 St.
Biggest changeShopping Center Property List at December 31, 2025 Location Center Owned GLA (000’s) Total Annualized Base Rent (000’s) Alabama 1 Alabaster, AL Promenade Plaza 13 $369 2 Alabaster, AL Shoppes at Alabaster 12 $293 3 Huntsville, AL Hampton Cove Corner 14 $345 4 Madison, AL Madison Station 28 $612 5 Montgomery, AL Eastchase Point 8 $203 6 Opelika, AL Shops at Tiger Town 10 $258 7 Saraland, AL Shops at Saraland 10 $204 Arizona 8 Chandler, AZ Chandler Center 7 $302 9 Gilbert, AZ Shops at Gilbert Crossroads 18 $633 10 Laveen, AZ Corner at Laveen Spectrum 15 $623 11 Mesa, AZ Shops at Power and Baseline 4 $214 12 Mesa, AZ Shops on Dobson 7 $179 13 Peoria, AZ Shops at Lake Pleasant 47 $1,856 14 Phoenix, AZ Deer Valley Plaza 38 $1,108 15 Phoenix, AZ Paradise Village Plaza 84 $2,925 16 Phoenix, AZ Red Mountain Corner 6 $116 17 Phoenix, AZ Shops on 35th 12 $294 18 Scottsdale, AZ Artesia Village 21 $918 19 Scottsdale, AZ Northsight Plaza 10 $372 20 Surprise, AZ Shops at Prasada North 33 $1,847 21 Tempe, AZ Broadway Center 11 $368 22 Tucson, AZ Shops at the Bridges 14 $595 California 23 Carson, CA Shops at Carson Town Center 13 $442 24 Chino Hills, CA Crossroads Marketplace 77 $2,474 25 Citrus Heights, CA Shops at Sunrise Oaks 16 $379 26 Fontana, CA Shops on Summit 27 $1,270 27 Lafayette, CA La Fiesta Square 75 $3,056 28 Lafayette, CA Lafayette Mercantile 54 $2,979 29 Oceanside, CA Loma Alta Station 35 $696 30 Rancho Santa Margarita, CA Santa Margarita Market Place 29 $1,340 31 Roseville, CA Creekside Plaza 32 $1,130 32 Roseville, CA Creekside Shops 57 $2,332 33 San Bruno, CA Avalon Crossing 12 $591 Colorado 34 Arvada, CO Shops at Olde Town Station 15 $608 35 Aurora, CO Tower Pavilion 11 $346 36 Colorado Springs, CO Shops at Falcon Landing 62 $1,844 37 Colorado Springs, CO Springs Ranch Center 44 $842 38 Denver, CO Parker Keystone 17 $664 39 Denver, CO Shops at University Hills 26 $905 40 Denver, CO Shops on Montview 9 $264 41 Erie, CO Nine Mile Corner 31 $1,205 42 Parker, CO Parker Station 45 $1,236 28 Curbline Properties Corp.
Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access and visibility, and site plan, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth.
Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access, visibility and site plan, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
(“SITE Centers”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, SITE Centers transferred its portfolio of convenience shopping centers, $ 800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of SITE Centers as of September 23, 2024, the record date (the “Spin-Off”).
(“SITE Centers”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, SITE Centers transferred its portfolio of convenience shopping centers, $ 800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution of all of the outstanding shares of a Curbline common stock to common shareholders of SITE Centers as of September 23, 2024, the record date (the “Spin-Off”).
Leases Lessee Pursuant to the Shared Services Agreement, Curbline has the right to use the SITE Centers’ office space including the location in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842.
Leases Lessee Pursuant to the Shared Services Agreement, Curbline has the right to use SITE Centers’ office space, including the location in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842.
Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin.
Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin.
The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis.
The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis.
Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc.
Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc.
The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance.
The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance.
Restricted Stock Units In general, pursuant to the Employee Matters Agreement entered into in connection with the Spin-Off, outstanding SITE Centers performance-based and service-based RSU awards outstanding immediately prior to the Spin-Off were converted into Curbline service-based RSU awards immediately after the Spin-Off, with substantially the same intrinsic value that the number of SITE Centers RSUs determined to have been outstanding as of the Spin-Off Date had immediately prior to the Spin-Off.
Restricted Stock Units (RSUs) In general, pursuant to the Employee Matters Agreement entered into in connection with the Spin-Off, outstanding SITE Centers performance-based and service-based RSU awards outstanding immediately prior to the Spin-Off were converted into Curbline service-based RSU awards immediately after the Spin-Off, with substantially the same intrinsic value that the number of SITE Centers RSUs determined to have been outstanding as of the Spin-Off Date had immediately prior to the Spin-Off.
The Company believes the leased rate and overall tenant activity are attributable to demand for space at properties located on the curbline of well-trafficked intersections and major vehicular corridors and limited new supply. Additionally, the Company’s portfolio benefits from its concentration in suburban, above-average household income communities along with positive demographic and economic trends.
The Company believes the elevated portfolio leased rate and overall tenant activity are attributable to demand for space at properties located on the curbline of well-trafficked intersections and major vehicular corridors and limited new supply. Additionally, the Company’s portfolio benefits from its concentration in suburban, above-average household income communities along with positive demographic and economic trends.
Operating FFO is generally defined and calculated by the Company as FFO excluding certain charges, income/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on the early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs.
Operating FFO is generally defined and calculated by the Company as FFO excluding certain non-operating charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs.
The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.
The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the 42 investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.
Mortgage Indebtedness The fair market value of debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value, and is classified as Level 3 in the fair value hierarchy.
Indebtedness The fair market value of debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value, and is classified as Level 3 in the fair value hierarchy.
These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow. These contracts typically can be changed or terminated without penalty. 45 The Company routinely enters into contracts for the maintenance of its properties.
These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow. These contracts typically can be changed or terminated without penalty. The Company routinely enters into contracts for the maintenance of its properties.
On October 1, 2024, holders of SITE Centers common shares received two shares of Curbline common stock for every one common share of SITE Centers held on the record date. Additionally, the Separation and Distribution Agreement contains provisions that obligate SITE Centers to complete certain redevelopment projects at properties that are owned by the Company.
On October 1, 2024, holders of SITE Centers’ common shares received two shares of Curbline common stock for every one common share of SITE Centers held on the record date. Additionally, the Separation and Distribution Agreement contains provisions that obligate SITE Centers to complete certain redevelopment projects at properties that are owned by the Company.
The Revolving Credit Facility also provides a $ 35.0 million sublimit for letters of credit. The aggregate amount available under the Credit Facilities may be increased to $ 750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.
The Revolving Credit Facility also provides a $ 35.0 million sublimit for letters of credit. The aggregate amount available under the 2024 Credit Facilities may be increased to $ 750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.
The Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.
The 2024 Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.
The Credit Facilities contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions.
The 2024 Credit Facilities contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions.
Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2024, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were effective as of December 31, 2024, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were effective as of December 31, 2025, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO.
As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income determined in accordance with GAAP and FFO.
The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes that the risk of loss is minimal.
The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes the risk of loss is minimal.
To govern certain ongoing relationships between the Company, the Operating Partnership and SITE Centers after the distribution, and to provide for the allocation among the Company, the Operating Partnership, and SITE Centers of SITE Centers’ assets, liabilities and obligations attributable to periods both prior to and following the separation of the Company and the Operating Partnership from SITE Centers, the Company, the Operating Partnership and SITE Centers entered into agreements pursuant to which certain services and rights will be provided following the Spin-Off, and the Company, the Operating Partnership and SITE Centers will indemnify each other against certain liabilities arising from their respective businesses.
To govern certain ongoing relationships between the Company, the Operating Partnership and SITE Centers after the distribution, and to provide for the allocation among the Company, the Operating Partnership and SITE Centers of SITE Centers’ assets, liabilities and obligations attributable to periods both prior to and following the separation of the Company and the Operating Partnership from SITE Centers, the Company, the Operating Partnership and SITE Centers entered into agreements pursuant to which certain services and rights are provided following the Spin-Off, and the Company, the Operating Partnership and SITE Centers will indemnify each other against certain liabilities arising from their respective businesses.
Additionally, with over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market (primarily among private investors), the property type provides a substantial 34 addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Additionally, with over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market (primarily among private investors), the property 35 type provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered into, and does not plan to enter into, any derivative financial instruments for trading or speculative purposes. As of December 31, 2024, the Company had no other material exposure to market risk.
Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered into, and does not plan to enter into, any derivative financial instruments for trading or speculative purposes. As of December 31, 2025, the Company had no other material exposure to market risk.
While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations. I tem 4. MINE SAFETY DISCLOSURES Not Applicable. 31 PART II I tem 5.
While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations. I tem 4. MINE SAFETY DISCLOSURES Not Applicable. 32 PART II I tem 5.
FFO is generally defined and calculated by the Company as net income attributable to Curbline (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, (ii) impairment charges on real estate property and (iii) gains and losses from change in control and (iv) certain non-cash items.
FFO is generally defined and calculated by the Company as net income attributable to Curbline (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, (ii) impairment charges on real estate property, (iii) gains and losses from changes in control and (iv) certain non-cash items.
The Operating Partnership’s capital includes common general and limited partnership interests in the operating partnership (“Common Units”) and LTIP Units, as described in Note 9 (together with the Common Units, the “OP Units ”).
The Operating Partnership’s capital includes common general and limited partnership interests in the operating partnership (“Common Units”) and LTIP Units, as described in Note 9 (together with the Common Units, the “OP Units”).
SITE Centers distributed 100% of the outstanding common stock of Curbline to holders of record of SITE Centers common shares as of the close of business on September 23, 2024, the record date.
SITE Centers distributed 100% of the outstanding common stock of Curbline to holders of record of SITE Centers’ common shares as of the close of business on September 23, 2024, the record date.
The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level. The Company’s CODM is the chief executive officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the consolidated statements of operations.
The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level. The Company’s CODM is the chief executive officer . The CODM assesses performance for the segment and decides how to allocate resources based o n net income as reported on the consolidated statements of operations.
The number of shares or units that may be earned will vary from 0 % to 1 00 % of the maximum number based (1) 50 % on relative total shareholder return measured over the applicable performance period and (2) 50 % on Operating FFO growth. Dividends or distributions are paid in cash on a deferred and contingent basis.
The number of shares or units that may be earned will vary from 0 % to 100 % of the maximum number based (1) 50 % on relative total shareholder return measured over the applicable performance period and (2) 50 % on Operating FFO growth. Dividends or distributions are paid in cash on a deferred and contingent basis.
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items (often significant). Other real estate companies may calculate FFO and Operating FFO in a different manner.
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items. Other real estate companies may calculate FFO and Operating FFO in a different manner.
Net income and NOI are also used to monitor budget versus actual results in assessing the performance of the Company’s properties. The measure of segment assets is reported in the consolidated balance sheets as total consolidated assets. F- 12 Derivative and Hedging Activities The Company records all derivatives on the balance sheet at fair value.
Net income and NOI are also used to monitor budget versus actual results in assessing the performance of the Company’s properties. The measure of segment assets is reported in the consolidated balance sheets as total consolidated assets. Derivative and Hedging Activities The Company records all derivatives on the balance sheet at fair value.
The TRSs may participate in non-real estate related activities and/or perform non-customary services for tenants. The TRSs are subject to federal and state income tax at regular corporate tax rates. The Company intends to utilize its TRSs to the extent certain fee and other miscellaneous non-real estate-related income cannot be earned by the REIT.
The TRSs may participate in non-real estate related activities and/or perform non-customary services for tenants. The TRSs are subject to federal and state income tax at regular corporate tax rates. The Company F- 28 intends to utilize its TRSs to the extent certain fee and other miscellaneous non-real estate-related income cannot be earned by the REIT.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of December 31, 2024.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of December 31, 2025.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of December 31, 2024.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of December 31, 2025.
For operational real estate assets, the significant valuation assumptions include the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value.
For operational real estate assets, the significant valuation assumptions include the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair val ue.
For larger national tenants, the Company also evaluates projected liquidity, as well as the tenant’s access to capital and the overall health of the particular F- 10 sector. In addition, with respect to tenants in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and post-petition claims in assessing the probability of collection of the related receivable.
For larger national tenants, the Company also evaluates projected liquidity, as well as the tenant’s access to capital and the overall health of the particular sector. In addition, with respect to tenants in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and F- 11 post-petition claims in assessing the probability of collection of the related receivable.
The CODM reviews significant expenses associated with the Company’s single operating segment which are presented on the consolidated statements of operations. The CODM uses net income and NOI to evaluate income generated from the Company’s shopping centers in deciding whether to reinvest or allocate profits to capital expenditures, acquisitions or dividends.
The CODM reviews significant expenses associated with the Company’s single operating segment which are presented on the consolidated statements of operations. The CODM uses net income and NOI to evaluate income generated from the Company’s shopping centers in deciding whether to reinvest or allocate profits to F- 13 capital expenditures, acquisitions or dividends.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Certain information required by this Item 12 is incorporated herein by reference to the “Corporate Governance and Other Matters—Security Ownership of Certain Beneficial Owners” and “Executive Compensation Tables and Related Disclosure—Equity Compensation Plan Information” sections of the 2025 Proxy Statement. I tem 13.
I tem 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Certain information required by this Item 12 is incorporated herein by reference to the “Corporate Governance and Other Matters—Security Ownership of Certain Beneficial Owners” and “Executive Compensation Tables and Related Disclosure—Equity Compensation Plan Information” sections of the 2026 Proxy Statement. I tem 13.
F- 9 Purchase Price Accounting The Company’s acquisitions were accounted for as asset acquisitions, and the Company capitalized the acquisition costs incurred. Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangibles, generally including above- and below-market leases and in-place leases.
Purchase Price Accounting The Company’s acquisitions were accounted for as asset acquisitions, and the Company capitalized the acquisition costs incurred. Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangibles, generally including above- and below-market leases and in-place leases.
Dividends are paid on the outstanding RSUs and RSAs, which makes these shares participating securities. PB LTIPs and PRSAs issued to certain executives were considered dilutive and included in the computation of diluted EPS (Note 9) for the year ended December 31, 2024 . 12.
Dividends are paid on the outstanding RSUs and RSAs, which makes these shares participating securities. PB LTIPs and PRSAs issued to certain executives were considered dilutive and included in the computation of diluted EPS (Note 9) for the year ended December 31, 2025 and 2024.
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assume that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods.
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods.
Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, ranging from 22 to 31.5 years Building improvements and fixtures Useful lives, ranging from 3 to 20 years Tenant improvements Shorter of economic life or lease terms The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively.
Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows: Buildings Useful lives, ranging from 10.6 to 31.5 years Building improvements and fixtures Useful lives, ranging from 3 to 20 years Tenant improvements Shorter of economic life or lease terms The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively.
Use of Estimates in Preparation of Financial Statements The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
Use of Estimates in Preparation of Financial Statements 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, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
Net parent investment is F- 8 impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the Spin-Off, as well as the allocated costs and expenses described below.
Net parent investment is impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the Spin-Off, as well as the allocated costs and expenses described below.
In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 54% of the ABR under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions.
In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 61% of the ABR under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions.
Lukes* Registration Statement on Form 10 (Filed with the SEC on September 3, 2024) 10.18 First Amendment to Assigned Employment Agreement, dated as of September 1, 2024, by and among Curbline Properties Corp., Curbline TRS LLC, and David R.
Lukes* Registration Statement on Form 10 (Filed with the SEC on September 3, 2024) 10.17 First Amendment to Assigned Employment Agreement, dated as of September 1, 2024, by and among Curbline Properties Corp., Curbline TRS LLC, and David R.
Submitted electronically herewith * Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. It em 16. FORM 10-K SUMMARY None. 53 Curbline Properties Corp.
Submitted electronically herewith * Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K. It em 16. FORM 10-K SUMMARY None. 56 Curbline Properties Corp.
The estimated fair value was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates F- 17 (forward curves) derived from observable market interest rate curves.
The estimated fair value was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves.
Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company generally uses swaps and caps as part of its interest rate risk management strategy.
Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company generally uses swaps, caps and treasury locks as part of its interest rate risk management strategy.
The Separation and Distribution Agreement, as well as the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement (each as defined below) and other agreements governing ongoing relationships have been and will be negotiated between related parties and their terms, including fees and other amounts payable, may not be on the same terms as if they had been negotiated at arm’s length with an unaffiliated third party.
The Separation and Distribution Agreement, as well as the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement (each as defined below) and other agreements governing ongoing relationships were negotiated between related parties and their terms, including fees and other amounts payable, may not be on the same terms as if they had been negotiated at arm’s length with an unaffiliated third party.
All other assets are owned fee simple. 30 I tem 3. LEGAL PROCEEDINGS The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company.
All other assets are owned fee simple. 31 I tem 3. LEGAL PROCEEDINGS The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company.
Elective Deferred Compensation Plan* Registration Statement on Form 10 (Filed with the SEC on September 3, 2024) 10.8 Curbline Properties Corp. 2024 Equity and Incentive Compensation Plan* Registration Statement on Form 10 (Filed with the SEC on September 3, 2024) 10.9 Adjustment of Outstanding SITE Centers Corp.
Elective Deferred Compensation Plan* Registration Statement on Form 10 (Filed with the SEC on September 3, 2024) 10.7 Curbline Properties Corp. 2024 Equity and Incentive Compensation Plan* Registration Statement on Form 10 (Filed with the SEC on September 3, 2024) 10.8 Adjustment of Outstanding SITE Centers Corp.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by this Item 13 is incorporated herein by reference to the “Proposal One: Election of Two Class I Directors” and “Corporate Governance and Other Matters—Related-Party Transactions” sections of the Company’s 2025 Proxy Statement. I tem 14.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Information required by this Item 13 is incorporated herein by reference to the “Proposal One: Election of Two Class II Directors” and “Corporate Governance and Other Matters—Related-Party Transactions” sections of the Company’s 2026 Proxy Statement. I tem 14.
Additionally, the Company provides no assurances that these charges, income and gains/losses are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations. These measures of performance are used by the Company for several business purposes and by other REITs and real estate companies.
Additionally, the Company provides no assurances that these charges, income and gains/losses are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations. These measures of performance are used by the Company for several business purposes and by other REITs.
Although the Company generally expects to declare and pay distributions on a quarterly basis, the Curbline Board will evaluate its distribution policy regularly in order to maintain sufficient liquidity for operations and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements and minimizing federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).
Although the Company generally expects to declare and pay distributions on a quarterly basis, the Company’s Board of Directors (the “Board”) will evaluate its distribution policy regularly in order to maintain sufficient liquidity for operations and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements and minimizing federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).
The Company plans to elect to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2024, and intends to maintain its status as a REIT for U.S. federal income tax purposes in future periods.
The Company elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2024, and intends to maintain its status as a REIT for U.S. federal income tax purposes in future periods.
The lower recovery rate was primarily the result of the Spin-Off as the results prior to the Spin-Off do not represent the historical results of a legal entity, but rather a combination of entities under common control that have been “carved-out” of SITE Centers’ consolidated financial statements and presented on a combined basis which impacts the comparability between periods.
The increase in recovery rate was primarily the result acquisitions and the Spin-Off as the results prior to the Spin-Off do not represent the historical results of a legal entity, but rather a combination of entities under common control that have been “carved-out” of SITE Centers’ consolidated financial statements and presented on a combined basis which impacts the comparability between periods.
Submitted electronically herewith 52 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document Submitted electronically herewith 104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 has been formatted in Inline XBRL.
Submitted electronically herewith 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document Submitted electronically herewith 104 The cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 has been formatted in Inline XBRL.
F- 11 Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value and the expense is recognized ratably over the vesting period and forfeitures are recognized in the period in which they occur.
F- 12 Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value and the expense is generally recognized ratably over the vesting period and forfeitures are recognized in the period in which they occur.
These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At December 31, 2024, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.3 million related to the maintenance of its properties. The Company has entered into employment contracts with all four of its executive officers.
These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At December 31, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.8 million related to the maintenance of its properties. The Company has entered into employment contracts with all four of its executive officers.
Copies of the Company’s corporate governance documents are available on the Company’s website, www.curbline.com, under “About—Governance.” Certain other information required by this Item 10 is incorporated herein by reference to the information under the headings “Proposal One: Election of Two Class I Directors” and “Board Governance” and “Corporate Governance and Other Matters—Delinquent Section 16(a) Reports” contained in the Company’s Proxy Statement for the Company’s 2025 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A (the “2025 Proxy Statement”), and the information under the heading “Information About the Company’s Executive Officers” in Part I of this Annual Report on Form 10‑K.
Copies of the Company’s corporate governance documents are available on the Company’s website, www.curbline.com, under “Investors—Governance—Governance Documents.” Certain other information required by this Item 10 is incorporated herein by reference to the information under the headings “Proposal One: Election of Two Class II Directors” and “Board Governance” and “Corporate Governance and Other Matters—Delinquent Section 16(a) Reports” contained in the Company’s Proxy Statement for the Company’s 2026 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A (the “2026 Proxy Statement”), and the information under the heading “Information About the Company’s Executive Officers” in Part I of this Annual Report on Form 10‑K.
The Company believes the assumptions underlying the Company’s allocation of indirect expenses prior to the Spin-Off are reasonable. 33 Spin-Off from SITE Centers Corp.
The Company believes the assumptions underlying the Company’s allocation of indirect expenses prior to the Spin-Off are reasonable. 34 Spin-Off from SITE Centers Corp.
CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2024.
CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).
INDEX TO FINANCIAL STATEMENTS Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) F- 2 Consolidated Balance Sheets at December 31, 2024 and 2023 F- 3 Consolidated Statements of Operations for the three years ended December 31, 2024 F- 4 Consolidated Statements of Comprehensive Income for the three years ended December 31, 2024 F- 5 Consolidated Statements of Equity for the three years ended December 31, 2024 F- 6 Consolidated Statements of Cash Flows for the three years ended December 31, 2024 F- 7 Notes to Consolidated Financial Statements F- 8 Financial Statement Schedules: II — Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2024 F- 26 III — Real Estate and Accumulated Depreciation at December 31, 2024 F- 27 All other schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
INDEX TO FINANCIAL STATEMENTS Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238 ) F- 2 Consolidated Balance Sheets at December 31, 2025 and 2024 F- 4 Consolidated Statements of Operations for the three years ended December 31, 2025 F- 5 Consolidated Statements of Comprehensive Income for the three years ended December 31, 2025 F- 6 Consolidated Statements of Equity for the three years ended December 31, 2025 F- 7 Consolidated Statements of Cash Flows for the three years ended December 31, 2025 F- 8 Notes to Consolidated Financial Statements F- 9 Financial Statement Schedules: II — Valuation and Qualifying Accounts and Reserves for the three years ended December 31, 2025 F- 30 III — Real Estate and Accumulated Depreciation at December 31, 2025 F- 31 All other schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information Non-cash investing and financing activities are summarized as follows (in millions): For the Years Ended December 31, 2024 2023 2022 Accounts payable related to construction in progress $ 1.1 $ 1.5 $ 3.9 Accounts payable related to future acquisitions 0.4 — — Contribution of net assets from SITE Centers 51.8 — — Assumption of buildings due to ground lease terminations 2.7 — — Dividends declared, but not paid 26.7 — — Real Estate Real estate assets, which include construction in progress and undeveloped land, are stated at cost less accumulated depreciation.
Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information Non-cash investing and financing activities are summarized as follows (in millions): For the Years Ended December 31, 2025 2024 2023 Accounts payable related to construction in progress $ 1.8 $ 1.1 $ 1.5 Accounts receivable related to construction in progress 12.3 — — Accounts payable related to future acquisitions 1.0 0.4 — Accounts payable related to common stock offerings 0.2 — — Contribution of net assets from SITE Centers — 51.8 — Assumption of buildings due to ground lease terminations 2.0 2.7 — Dividends declared, but not paid 20.9 26.7 — Real Estate Real estate assets, which include construction in progress and undeveloped land, are stated at cost less accumulated depreciation.
Also, for certain officers, the Company maintains the Elective Deferred Compensation Plan, a non-qualified plan, which permits the deferral of cash base salaries, commissions and annual performance-based cash bonuses. All of these plans were fully funded at December 31, 2024 . 10.
Also, for certain officers, the Company maintains the Elective Deferred F- 25 Compensation Plan, a non-qualified plan, which permits the deferral of cash base salaries, commissions and annual performance-based cash bonuses. All of these plans were fully funded at December 31, 2025 . 10.
(each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee will be based on the Company’s IG Rating.
(each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee is based on the Company’s IG Rating.
Ite m 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 48 P ART III I tem 10.
Ite m 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 52 P ART III I tem 10.
(each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee will be based on the Company’s IG Rating.
(each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee is based on the Company’s IG Rating.
Valuation and Qualifying Accounts and Reserves For the Years Ended December 31, 2024, 2023 and 2022 (In thousands) Balance at Beginning of Year Charged to Expense Additions/ (Deductions) Balance at End of Year Allowance for uncollectible accounts (A) Year ended December 31, 2024 $ 260 $ 357 $ ( 32 ) $ 585 Year ended December 31, 2023 $ 146 $ 17 $ 97 $ 260 Year ended December 31, 2022 $ — $ 146 $ — $ 146 (A) Includes allowances on straight-line rents.
Valuation and Qualifying Accounts and Reserves For the Years Ended December 31, 2025, 2024 and 2023 (In thousands) Balance at Beginning of Year Charged to Expense Additions/ (Deductions) Balance at End of Year Allowance for uncollectible accounts (A) Year ended December 31, 2025 $ 585 $ ( 13 ) $ ( 63 ) $ 509 Year ended December 31, 2024 $ 260 $ 357 $ ( 32 ) $ 585 Year ended December 31, 2023 $ 146 $ 17 $ 97 $ 260 (A) Includes allowances on straight-line rents.
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
Summary For the year ended December 31, 2024, the Company expensed $ 0.6 million of fees to SITE Centers, which are included in general and administrative expense on the consolidated statements of operations, related to the Shared Services Agreement and are equal to 2 % o f Curbline’s Gross Revenue.
Summary For the years ended December 31, 2025 and 2024, the Company expensed $ 3.3 million and $ 0.6 million of fees to SITE Centers, respectively, which are included in general and administrative expense on the consolidated statements of operations, related to the Shared Services Agreement and are equal to 2 % o f Curbline’s Gross Revenue.
The Revolving Credit Facility and Term Loan Facility contain certain financial and operating covenants, including, among other things, debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in certain mergers and acquisitions and make distribution to its stockholders.
The Revolving Credit Facility, the 2024 and 2025 Term Loans and the 2025 and 2026 Notes contain certain financial and operating covenants, including, among other things, debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in certain mergers and acquisitions and make distribution to its stockholders.
Total consideration for the acquisitions was paid in cash. Included in the Company’s consolidated statements of operations are $ 10.7 million, $ 6.3 million and $ 15.0 million in total revenues from the date of acquisition through December 31, 2024, 2023 and 2022 , respectively, for properties acquired during each of the respective years. 3.
Total consideration for the acquisitions was paid in cash. Included in the Company’s consolidated statements of operations are $ 31.4 million, $ 10.7 million and $ 6.3 million in total revenues from the date of acquisition through December 31, 2025, 2024 and 2023 , respectively, for properties acquired during each of the respective years. 3.
Similar to the Revolving Credit Facility, the applicable margin under the Term Loan Facility varies. Prior to obtaining an IG Rating, the applicable margin is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after the obtaining an IG Rating, the applicable margin will be based on the Company’s IG Rating.
Similar to the Revolving Credit Facility, the applicable margin under the 2024 Term Loan varies. Prior to obtaining an IG Rating, the applicable margin was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin is based on the Company’s IG Rating.
Similar to the Revolving Credit Facility, the applicable margin under the Term Loan Facility varies. Prior to obtaining an IG Rating, the applicable margin is based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin will be based on the Company’s IG Rating.
Similar to the Revolving Credit Facility, the applicable margin under the 2024 Term Loan varies. Prior to obtaining an IG Rating, the applicable margin was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin is based on the Company’s IG Rating.
F- 20 The assumptions used to determine the fair value of the 50 % on relative total shareholder return portion of the performance-based equity awards is as follows: Performance Units CEO PB LTIP Grant Inputs NEO Grants Inputs Grant date October 15, 2024 October 15, 2024 Term 5 years 3 years Expected stock price volatility 42.8 % 27.4 % Expected dividend yield 3 % 3 % Risk-free interest rate 3.9 % 3.9 % Fair value of performance unit grants (in millions) $ 6.0 $ 0.8 The fair value of the 50 % on Operating FFO growth portion of the performance-based equity awards was determined based upon the grant date fair value and considers management’s expectations of achievement of the award on each balance sheet date.
The assumptions used to determine the fair value of the 50 % on relative total shareholder return portion of the performance-based equity awards under the Monte Carlo method is as follows: Performance Units NEO Grants Inputs CEO PB LTIP Grant Inputs NEO Grants Inputs Grant date October 15, 2025 October 15, 2024 October 15, 2024 Term 3 years 5 years 3 years Expected stock price volatility 24.7 % 42.8 % 27.4 % Expected dividend yield 3 % 3 % 3 % Risk-free interest rate 3.5 % 3.9 % 3.9 % Fair value of performance unit grants (in millions) $ 1.0 $ 6.0 $ 0.8 The fair value of the 50 % on Operating FFO growth portion of the performance-based equity awards was determined based upon the grant date fair value and considers management’s expectations of achievement of the award on each balance sheet date.
PRINCIPAL ACCOUNTANT FEES AND SERVICES Incorporated herein by reference to the “Proposal Two: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm—Fees Paid to PricewaterhouseCoopers LLP” and “Proposal Two: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm—Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” sections of the Company’s 2025 Proxy Statement. 50 P ART IV I tem 15.
PRINCIPAL ACCOUNTANT FEES AND SERVICES Incorporated herein by reference to the “Proposal Four: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm—Fees Paid to PricewaterhouseCoopers LLP” and “Proposal Four: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm—Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” sections of the Company’s 2026 Proxy Statement. 53 P ART IV I tem 15.

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