UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 1-42265
Curbline Properties Corp.
(Exact name of registrant as specified in its charter)
Maryland
93-4224532
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
320 Park Avenue
New York, New York
10022
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (216) 755-5500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share
CURB
New York Stock Exchange
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of April 22, 2026 the registrant had 105,539,344 shares of common stock, $0.01 par value per share, outstanding.
FORWARD-LOOKING STATEMENTS
The Company considers portions of the information in this quarterly report to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact, including statements regarding the Company’s projected operational and financial performance, strategy, prospects and plans, may be deemed to be forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including, among other factors:
For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, please refer to the Company’s most recent Annual Report on Form 10-K under “Item 1A. Risk Factors” and our subsequent reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
2
QUARTERLY REPORT ON FORM 10-Q
Quarter Ended March 31, 2026
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements – Unaudited
Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025
4
Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025
5
Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2026 and 2025
6
Consolidated Statements of Equity for the Three Months Ended March 31, 2026 and 2025
7
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
8
Notes to Consolidated Financial Statements
9
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
19
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
30
Item 4.
Controls and Procedures
31
PART II. OTHER INFORMATION
Legal Proceedings
32
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
33
SIGNATURES
34
3
CONSOLIDATED BALANCE SHEETS
(unaudited; in thousands, except share amounts)
March 31, 2026
December 31, 2025
Assets
Land
$
802,068
759,267
Buildings
1,389,994
1,304,288
Fixtures and tenant improvements
111,983
107,013
2,304,045
2,170,568
Less: Accumulated depreciation
(223,132
)
(209,429
2,080,913
1,961,139
Construction in progress and land
34,914
27,355
Total real estate assets, net
2,115,827
1,988,494
Cash and cash equivalents
305,778
289,553
Accounts receivable, net
24,156
22,514
Amounts receivable from SITE Centers
15,930
21,457
Intangible assets, net
140,022
137,513
Other assets
19,386
10,259
2,621,099
2,469,790
Liabilities and Equity
Indebtedness:
Senior notes, net
347,153
175,086
Term loans, net
248,350
248,153
Revolving credit facility
—
595,503
423,239
Below-market leases, net
67,689
66,698
Dividends payable
18,922
20,872
Accounts payable and other liabilities
39,718
45,511
Total liabilities
721,832
556,320
Commitments and contingencies (Note 7)
Equity
Preferred Stock, par value $0.01 per share; 100,000,000 authorized; 0 shares outstanding at March 31, 2026 and December 31, 2025
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 105,538,374 and 105,368,120 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively
1,055
1,054
Additional paid-in-capital
1,956,479
1,958,845
Accumulated distributions in excess of net income
(60,514
(46,100
Accumulated other comprehensive loss
(2,841
(4,606
Total stockholders’ equity
1,894,179
1,909,193
Non-controlling interests
5,088
4,277
Total equity
1,899,267
1,913,470
The accompanying notes are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited; in thousands, except per share amounts)
Three Months
Ended March 31,
2026
2025
Revenues from operations:
Rental income
57,671
38,438
Other income
316
257
57,987
38,695
Rental operation expenses:
Operating and maintenance
7,808
5,402
Real estate taxes
7,276
4,821
General and administrative
9,623
8,928
Depreciation and amortization
25,659
14,463
50,366
33,614
Other income (expense):
Interest expense
(7,888
(567
Interest income
2,908
5,653
Other income (expense), net
996
458
Gain on disposition of real estate, net
42
Income before tax expense
3,637
10,667
Tax expense of taxable REIT subsidiaries and state franchise and income taxes
(69
(105
Net income
3,568
10,562
Income attributable to non-controlling interests
(5
(12
Net income attributable to Curbline
3,563
10,550
Per share data:
Basic
0.03
0.10
Diluted
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited; in thousands)
Change in cash flow hedges
1,754
(1,163
Comprehensive income
5,322
9,399
Comprehensive income attributable to non-controlling interests
11
1
Net income attributable to non-controlling interests
Total comprehensive income attributable to Curbline
5,328
9,388
CONSOLIDATED STATEMENTS OF EQUITY
Curbline Equity
Common Stock Amounts
Additional Paid-in Capital
Accumulated Distributions in Excess of Net Income
Accumulated Other Comprehensive Income (Loss)
Total Stockholders’ Equity
Non-controlling Interests - Unit Holders in Operating Partnership
Total Equity
Balance, December 31, 2025
Issuance of common stock related to stock plans
(2
Stock-based awards retained for taxes
(1
(3,541
(3,542
Stock-based compensation, net
1,821
1,150
2,971
Dividend and distributions, net declared
(45
(17,977
(18,022
(165
(18,187
Rebalancing of non-controlling interests
168
(168
Equity offering costs
(767
Other comprehensive income
1,765
(11
Balance, March 31, 2026
Accumulated Other Comprehensive Income
Balance, December 31, 2024
1,050
1,954,548
(15,021
1,207
1,941,784
773
1,942,557
(3
(2,973
(2,974
2,428
1,166
3,594
(18
(16,935
(16,953
(163
(17,116
153
(153
Other comprehensive loss
(1,162
12
Balance, March 31, 2025
1,052
1,954,135
(21,406
45
1,933,826
1,634
1,935,460
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flow from operating activities:
Adjustments to reconcile net income to net cash flow provided by operating activities:
Amortization and write-off of debt issuance costs
573
253
Stock-based compensation
Assumption of buildings due to ground lease terminations
(704
Gain on disposition of real estate
(42
Net change in accounts receivable
(1,523
(679
Net change in accounts payable and accrued expenses
(7,646
(2,179
Net change in other operating assets and liabilities
(2,234
103
Total adjustments
17,800
14,809
Net cash flow provided by operating activities
21,368
25,371
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed
(140,735
(125,125
Acquisition escrow deposits
(6,504
(1,291
Real estate improvements to operating real estate
(5,474
(1,841
Net cash flow used for investing activities
(152,713
(128,257
Cash flow from financing activities:
Proceeds from term loan
100,000
Proceeds from unsecured notes
172,000
Payment of debt issuance costs
(81
Common stock offering expenses
(671
Taxes withheld for vested restricted stock
Dividends paid
(20,136
(26,511
Net cash flow provided by financing activities
147,570
70,515
Net increase (decrease) in cash and cash equivalents
16,225
(32,371
Cash, cash equivalents and restricted cash, beginning of period
626,409
Cash, cash equivalents and restricted cash, end of period
594,038
Nature of Business
Curbline Properties Corp., a Maryland corporation, and its consolidated subsidiaries (collectively, the “Company” or “Curbline”) are 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. Curbline Properties LP (the “Operating Partnership”) is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of our real estate properties and assets. 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”). As of March 31, 2026, Curbline held an approximately 99.0% ownership interest in the Operating Partnership, with the remaining OP Units held by members of management. Unless otherwise provided, references herein to the Company or Curbline include Curbline Properties Corp. and Curbline Properties LP and their consolidated subsidiaries. The Company’s tenant base includes a mixture of national, regional and local retail tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry. As of March 31, 2026, the Company owned 190 convenience shopping centers consisting of 5.0 million square feet of gross leasable area (“GLA”).
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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.
Unaudited Interim Financial Statements
These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three months ended March 31, 2026 and 2025, are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Principles of Consolidation
The consolidated financial statements include the results of the Company, the Operating Partnership and their consolidated subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as non-controlling interests. These non-controlling interests are held by members of management in the form of LTIP Units issued pursuant to the Company’s 2024 Equity and Incentive Compensation Plan. All significant intercompany balances and transactions have been eliminated in consolidation.
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):
Accounts payable related to construction in progress
3.2
1.1
Accounts receivable related to construction in progress
5.5
0.9
Accounts payable related to future acquisitions
1.4
0.5
Accounts payable related to offering expense
0.1
0.7
Dividends declared, but not paid
18.9
17.3
Non-Controlling Interests
Non-controlling interests in the Operating Partnership include limited partnership interests in the Operating Partnership in the form of Common Units and LTIP Unit awards classified as equity. Net income allocated to the non-controlling interests related to the Common Units and service-based LTIP Units is based on the weighted-average ownership during the period. The Company will adjust the carrying value of the non-controlling interests to reflect its share of the book value of the Operating Partnership when there has been a change in the Company’s ownership of the Operating Partnership. Such adjustments will be recorded to additional paid-in capital as a rebalancing of non-controlling interests on the accompanying consolidated statements of equity.
Segments
The Company has a single operating segment. The Company’s convenience shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis or any other basis for purposes of allocating resources or capital. 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 in the consolidated statements of operations. In addition, the CODM uses net operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. The Company defines NOI as property revenues less property-related expenses and excludes depreciation and amortization expense, interest income and expense, and corporate level transactions. The CODM reviews significant expenses associated with the Company’s single operating segment which are presented in 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. 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.
In February 2026, the Company completed a follow-on primary offering of 9,200,000 shares of its common stock on a forward basis, including the full exercise of the underwriters’ option to purchase up to 1,200,000 additional shares of common stock, at a public offering price of $25.50 per share for expected gross proceeds of $234.6 million before deducting underwriting discounts and expenses. No shares under these forward agreements have been physically settled as of March 31, 2026. The Company is required to settle these shares by August 2027.
During the first quarter of 2026, the Company offered and sold 2,038,800 shares of its common stock on a forward basis under the at-the-market equity program (“ATM Program”) at a weighted-average price of $23.36 per share before issuance costs and expenses, generating expected estimated gross proceeds before issuance costs of $47.6 million. The Company is required to settle these shares by March 31, 2027. As of March 31, 2026, the Company had unsettled outstanding forward shares of $123.1 million under the ATM Program and $126.9 million of remaining capacity under the ATM Program.
Recently Issued Accounting Standards
Expense Disaggregation Disclosures. In November 2024, the FASB issued ASU 2024-03, which requires additional disaggregated disclosure about certain income statement expense line items. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods within the fiscal years beginning after December 15, 2027. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.
10
During the three months ended March 31, 2026, the Company acquired 14 convenience shopping centers for a gross purchase price of $142.4 million. The fair value of the acquisitions was allocated as follows (in thousands):
Weighted-AverageAmortization Period(in Years)
42,788
N/A
85,053
(A)
Tenant improvements
2,942
In-place leases (including lease origination costs and fair market value of leases)
13,785
7.5
Other assets assumed
87
144,655
Less: Below-market leases
(3,085
14.2
Less: Other liabilities assumed
(835
Net assets acquired
140,735
Total consideration for the acquisitions was paid in cash. Included in the Company’s consolidated statements of operations for the three months ended March 31, 2026, was $1.5 million in total revenues from the date of acquisition through March 31, 2026, for the properties acquired in 2026.
Other assets, liabilities and intangibles consist of the following (in thousands):
Asset
Accumulated Amortization
Net
Intangible assets, net:
In-place leases
150,092
(57,355
92,737
Above-market leases
11,179
(3,469
7,710
Lease origination costs
33,792
(9,082
24,710
Tenant relationships
651
(557
94
Below-market leases (as lessee)
14,893
(122
14,771
Total intangible assets, net
210,607
(70,585
Other assets:
Prepaid expenses
4,405
Other assets(A)
11,778
Deposits
674
Deferred charges, net
2,529
Total other assets
Liability
81,428
(13,739
141,231
(49,660
91,571
10,645
(3,067
7,578
31,387
(7,911
23,476
(551
100
14,788
198,807
(61,294
1,143
4,864
1,470
2,782
78,781
(12,083
Amortization for the three months ended March 31, 2026 and 2025 related to the Company’s intangibles, excluding Below-market leases (as lessee), was as follows (in thousands):
Year
Income
Expense
Three months ended March 31, 2026
1,677
9,521
Three months ended March 31, 2025
930
4,410
The disaggregation of the Company’s lease income, which is included in rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income, for the three months ended March 31, 2026 and 2025, was as follows (in thousands):
Three Months Ended March 31,
Rental income:
Fixed lease income(A)
41,751
27,516
Variable lease income(B)
14,661
10,211
Above-market and below-market leases amortization, net
Uncollectible revenue
(418
(219
Total rental income
As of March 31, 2026, no amounts have been drawn on the Revolving Credit Facility. For definitions of the debt facilities included herein, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The outstanding indebtedness at March 31, 2026 is summarized as follows (in thousands):
Carrying Value as of
Interest Rate(A)
Maturity Date(A)
2025 Notes
150,000
5.58%—5.87%
Sep 2030 — Sep 2032
2026 Notes
200,000
28,000
4.90%—5.13%
Jan 2031 — Jan 2033
Net unamortized debt issuance costs
(2,847
(2,914
Total senior notes
2024 Term Loan
4.53%(B)
Oct 2027
2025 Term Loan
4.61%(B)
Jan 2029
(1,650
(1,847
Total term loans
Total indebtedness
The 2025 Notes and 2026 Notes contain certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio. The Company was in compliance with these financial covenants at March 31, 2026.
The 2024 Term Loan, 2025 Term Loan and the Revolving Credit Facility 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 Term Loan, 2025 Term Loan and the Revolving Credit Facility 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 Company was in compliance with these financial covenants at March 31, 2026.
The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments:
Cash and Cash Equivalents, Accounts Receivable and Accounts Payable and Other Liabilities
The carrying amounts reported in the Company’s consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.
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.
Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. At March 31, 2026 and December 31, 2025, the carrying amount of indebtedness was $595.5 million and $423.2 million, respectively, and the fair value was $599.1 million and $432.0 million, respectively.
13
Items Measured on Fair Value on a Recurring Basis - Derivatives
The Company has pay-fixed interest rate swaps to manage some of its exposure to future changes in benchmark-interest rates (the “Swaps”). 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. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contract, are incorporated in the fair value to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its Swaps fell within Level 2 of the fair value hierarchy.
The following table summarizes the terms and fair value of the Company’s derivative financial instruments (in thousands):
Fair Value as of
Instrument
Associated Debt Instrument
Effective Date
Maturity Date
Notional Amount(A)
March 31, 2026(B)
December 31, 2025(B)
Interest Rate Swap
Apr 2025
Oct 2028
(113
(796
Oct 2029
(216
(212
Jul 2025
Jan 2031
(738
(1,761
Risk Management Objective of Using Derivatives
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.
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 Swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in Accumulated Other Comprehensive Income (“OCI”) and are subsequently reclassified into interest expense, in the period that the hedged forecasted transaction affects earnings. The Company expects to reflect, within the next 12 months, an increase to interest expense (and a corresponding decrease to earnings) of approximately $0.3 million. All components of the Swaps were included in the assessment of hedge effectiveness.
The Company is exposed to credit risk in the event of non-performance by the counterparty to the swap if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes.
The table below details the location in the financial statements of the income recognized on interest rate swaps and treasury locks designated as cash flow hedges (in thousands):
14
Three Months Ended
Amount of income recognized in Accumulated OCI on interest rate swaps, net
1,737
Amounts reclassified from Accumulated OCI to interest expense
28
Credit Risk-Related Contingent Features
The Company has agreements with Swap counterparties that contain a provision whereby if the Company defaults on certain of its indebtedness, the Company could also be declared in default on the Swap, resulting in an acceleration of payment under the Swap.
Legal Matters
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. 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. 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.
Commitments and Guarantees
The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At March 31, 2026, the Company had purchase order obligations, typically payable within one year, aggregating approximately $1.6 million related to the maintenance of its properties and general and administrative expenses.
The changes in Accumulated OCI by component are as follows (in thousands):
Gains and Losseson Cash Flow Hedges
Balance, December 31, 2025(A)
Other comprehensive income before reclassifications
Amounts reclassified from Accumulated OCI to interest expense(B)
Net current-period other comprehensive income
Balance, March 31, 2026(A)
Restricted Stock
On February 22, 2025, the Company granted a total of 30,924 shares of service-based restricted stock to its executive officers and other employees with an aggregate value of $0.8 million, which will vest ratably over a four-year period with the first vesting date being February 22, 2026, subject to the continued employment of the applicable executive officer or employee. The awards to the executive officers were made pursuant to their respective employment agreements.
On February 22, 2026, the Company granted a total of 39,472 shares of service-based restricted stock to its executive officers and other employees with an aggregate value of $1.1 million, which will vest ratably over a four-year period with the first vesting date being February 22, 2027, subject to the continued employment of the applicable executive officer or employee. The awards to the executive officers were made pursuant to their respective employment agreements.
LTIP Units
LTIP Units represent limited partnership units in the Operating Partnership, an entity through which the Company conducts its business, and are structured to qualify as “profits interests” for federal income tax purposes. Awards of LTIP Units shall be valued by
15
reference to our common stock. When issued, LTIP Units do not have full parity, on a per unit basis, with the Common Units. To the extent they receive sufficient allocations of book gain for tax purposes, the LTIP Units can over time achieve full parity with Common Units, at which time vested LTIP Units will be converted into Common Units on a one-for-one basis. Vested LTIP Units that have not achieved full parity with Common Units may also convert into Common Units on a less than a one-for-one basis based on relative capital accounts. Regular and other non-liquidating distributions will be made by the Operating Partnership with respect to unvested LTIP Units as provided in the applicable award agreement for such units. Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented, at the election of the holder, for redemption for cash equal to the market price of a share of common stock of the Company, except that the Company may, at its election, acquire each Common Unit so presented for one share of common stock, subject to certain adjustments. Generally, LTIP Units entitle the holder to receive distributions from the Operating Partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of common stock underlying such LTIP Units, though receipt of such distributions may be delayed or made contingent on vesting.
On February 22, 2025, the CEO was granted service-based LTIP Units pursuant to his employment agreement with a value of $0.8 million, which equated to 32,391 LTIP Units, which will vest ratably over a three-year period with the first vesting date being February 22, 2026, subject to his continued employment. On February 22, 2026, the CEO and an executive officer were granted service-based LTIP Units pursuant to their employment agreements with a value of $3.3 million and $0.2 million, respectively, which equated to 122,373 LTIP Units and 5,740 LTIP Units, respectively, which will vest ratably over a three-year period and four-year period, respectively, with the first vesting date being February 22, 2027, subject to their continued employment. The grant values were equal to the market value of the Company’s common stock at the dates of the grants.
Non-Cash Compensation Expense
The amounts recorded in general and administrative expenses in the Company’s consolidated statements of operations for the amortization of all of the outstanding stock-based awards and LTIP Units for the three month periods ended March 31, 2026 and 2025, consisted of the following (in thousands):
For the Three Months Ended
March 31, 2025
Restricted stock units (“RSUs”) and Restricted stock awards ("RSAs")
1,504
2,296
Service-based LTIP Units
363
379
Performance-Based Restricted Stock Awards (“PRSAs”)
317
132
Performance-Based LTIP Units (“PB LTIPs”)
787
Total non-cash compensation expense
The Company declared a quarterly cash dividend of $0.17 per share of common stock and $0.16 per share of common stock for the first quarter of 2026 and 2025, respectively.
16
The following table provides a reconciliation of net income and the number of shares of common stock used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of shares of common stock outstanding without regard to potentially dilutive shares of common stock, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).
For the Three Months Ended March 31,
Numerators – Basic and Diluted
Earnings attributable to unvested shares
(97
(134
Net income attributable to common stockholders after allocation to participating securities
3,466
10,416
Denominators – Number of Shares
Basic – Average shares outstanding
105,085
104,912
Assumed conversion of dilutive securities - PRSAs and PB LTIPs
454
225
Assumed conversion of dilutive securities - Forward equity
845
Diluted – Average shares outstanding
106,384
105,137
Earnings Per Share:
Basic average shares outstanding do not include RSUs totaling 0.5 million and RSAs totaling 0.1 million that were not vested at March 31, 2026. Basic average shares outstanding do not include RSUs totaling 0.8 million and RSAs totaling 0.1 million that were not vested at March 31, 2025. Dividends are paid on the outstanding RSUs and RSAs, which makes these shares participating securities.
PRSAs and PB LTIPs issued to certain executives were considered dilutive and are included in the computation of diluted EPS for the three month periods ended March 31, 2026 and 2025.
The agreements to offer and sell shares on a forward basis for approximately 14.5 million common shares were considered in the computation of diluted EPS for the three month period ended March 31, 2026. These agreements were not outstanding at March 31, 2025.
On October 1, 2024, Curbline, the Operating Partnership and SITE Centers Corp. (“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 “Spin-Off”).
To govern certain ongoing relationships between the Company, the Operating Partnership and SITE Centers after the Spin-Off, 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. The Separation and Distribution Agreement, as well as the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement 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.
Separation and Distribution Agreement
The Separation and Distribution Agreement contains obligations for SITE Centers to complete certain redevelopment projects at properties that are owned by the Company. At March 31, 2026 and December 31, 2025, the remaining amount, which is recorded in amounts receivable from SITE Centers in the consolidated balance sheets, was $15.2 million and $20.7 million, respectively.
17
Shared Services Agreement
For the three months ended March 31, 2026 and 2025, the Company expensed $1.1 million and $0.7 million, respectively, 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% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement). The fair value of the services received by the Company, which was in excess of the fee paid and the fair value of the services provided to SITE Centers, is reflected as an additional expense within general and administrative expense and income within other income (expense), net in the consolidated statements of operations which amounted to $1.8 million and $0.6 million for the three months ended March 31, 2026 and 2025. Amounts payable to SITE Centers (included in accounts payable and other liabilities on the consolidated balance sheets) as of March 31, 2026 and December 31, 2025 aggregated $0.4 million and $0.9 million, respectively.
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. The amount recorded under the Shared Services Agreement is variable and the embedded lease rent expense of $0.4 million is included in general and administrative expense on the consolidated statements of operations for both of the three month periods ended March 31, 2026 and 2025.
Lease Agreements
In October 2024, the Company entered into a lease agreement with SITE Centers under the Separation and Distribution Agreement where SITE Centers leased a portion of a property for one year beginning on April 1, 2025. SITE Centers paid annual rents of $0.8 million as well as a proportionate share of real estate tax expense. The amount received under the lease for the three months ended March 31, 2026 was $0.2 million.
Under the Shared Services Agreement, the Company has the option to lease a portion of the SITE Centers’ Beachwood headquarters. At the time of the separation, the Company recorded a $1.2 million below-market lease (as lessee) for which no amortization of this amount will occur until the option is exercised.
Through April 29, 2026, the Company acquired eight convenience shopping centers for an aggregate purchase price of $93.8 million.
In April 2026, the Company offered and sold 514,600 shares of its common stock on a forward basis under the ATM Program at a weighted-average price of $26.06 per share before issuance costs and expenses, generating expected gross proceeds before issuance costs of $13.4 million, with no shares settled to date.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of Curbline Properties Corp. and its consolidated subsidiaries (collectively, the “Company” or “Curbline”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report as well as its Annual Report on Form 10-K for the year ended December 31, 2025 and other publicly available information. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectations for future performance, liquidity, and capital resources, that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements” above.
EXECUTIVE SUMMARY
Curbline Properties Corp. is a Maryland corporation formed to own, lease, acquire, and manage convenience shopping centers. The Operating Partnership is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of the real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the Operating Partnership (“Common Units”) and LTIP Units, as defined in the partnership agreement (together with the Common Units, the “OP Units”). As of March 31, 2026, Curbline held an approximately 99.0% ownership interest in the Operating Partnership with the remaining OP Units held by members of management.
As of March 31, 2026, the Company’s portfolio consisted of 190 convenience shopping centers aggregating 5.0 million square feet of owned gross leasable area (“GLA”). At March 31, 2026, the aggregate leased rate and occupancy rate of the Company’s operating shopping center portfolio was 96.3% and 94.1%, respectively.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, in suburban, high household income communities, 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 March 31, 2026. Convenience shopping centers generally consist of a homogeneous row of primarily small-shop units leased to a diversified mixture of national, regional and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population and typically experience more customer foot traffic per square foot than anchored retail. The property type has the opportunity to generate above-average, occupancy-neutral cash flow growth driven by high retention rates and limited operating capital expenditures given the standardized site plan and the depth of leasing prospects that can utilize existing square footage and provide significant tenant diversification. As of March 31, 2026, the average GLA of a property in the Curbline portfolio was approximately 27,000 square feet with 95% of base rent generated by units less than 10,000 square feet.
Strategy
The Company believes that as the first and only publicly traded real estate company focused exclusively on the convenience real estate sector it is well positioned to take advantage and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of March 31, 2026, the Company had $305.8 million of cash on hand plus significant access to debt capital and unsettled common equity in order to grow its asset base through acquisitions. 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 addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access and visibility, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth. 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 $122,000 as compared to the national median household income of $83,730.
The Company focuses on leasing space to a diversified group of primarily national, high credit quality tenants operating across a wide range of service and restaurant businesses, including quick-service restaurants, healthcare and wellness operators, financial services, beverage retail, telecommunications, beauty and hair salons, and fitness, among others.
Convenience properties offer the opportunity to generate above-average, occupancy-neutral cash flow growth (compared to cash flow growth levels for other retail real estate assets) through rental income increases from either fixed annual rental increases or renewal option increases embedded in tenant leases, elevated retention rates limiting lost rent resulting from vacancy, and
positive mark-to-market of leases at renewal. In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 54% of the average annualized base rent (“ABR”) under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions. The duration of convenience tenant leases provides Curbline with more frequent opportunities to increase rents to market levels and to mitigate the risk and impact of inflation. Convenience properties’ standardized site plans, high tenant retention rates, higher annualized base rents per square foot, and the depth of leasing prospects that can utilize existing square footage also generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time relative to other retail real estate formats including grocery, lifestyle and regional power center properties.
Transaction and Capital Markets Highlights
Transactional and investment highlights for the Company from January 1, 2026 through April 24, 2026, include the following:
Operational Metrics
Key operational results and transactions for the Company from January 1, 2026 through March 31, 2026 include the following:
Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company’s cash leasing spread calculation excludes deals for first generation units or where the unit was vacant at the time of acquisition and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.
Summary Financial Results
The following provides an overview of the Company’s key financial metrics (see “Non-GAAP Financial Measures” described later in this section) (in thousands except per share amounts):
FFO attributable to Curbline
29,180
24,954
Operating FFO attributable to Curbline
29,945
25,127
Earnings per share - Diluted
For the three months ended March 31, 2026, the decrease in net income, as compared to the prior-year period, was primarily attributable to an increase in interest expense and depreciation expense and a decrease in interest income, partially offset by an increase in net operating income primarily from asset acquisitions. The increase in FFO and OFFO attributable to Curbline, as
20
compared to the prior-year period, was primarily attributable to an increase in net operating income primarily from asset acquisitions, partially offset by a decrease in interest income and an increase in interest expense.
RESULTS OF OPERATIONS
For the comparison of 2026 performance to 2025, presented below, convenience properties owned as of January 1, 2025, are referred to herein as the “Comparable Portfolio Properties.”
Revenues from Operations (in thousands)
$ Change
Rental income(A)
19,233
59
Total revenues
19,292
(A) The following tables summarize the key components of rental income (in thousands):
Rental Income
Base and percentage rental income(1)
43,063
28,117
14,946
Recoveries from tenants(2)
14,779
9,450
5,329
(199
Lease termination fees, ancillary and other rental income(3)
247
1,090
(843
2026 vs. 2025Increase
Acquisition of convenience shopping centers
13.5
Comparable Portfolio Properties
Straight-line rents
Total
14.9
At March 31, 2026 and 2025, the Company owned 190 and 107 wholly owned properties, respectively, with an aggregate occupancy rate of 94.1% and 93.5%, respectively.
Expenses from Operations (in thousands)
Operating and maintenance(A)
2,406
Real estate taxes(A)
2,455
695
Depreciation and amortization(A)
11,196
16,752
21
OperatingandMaintenance
Real EstateTaxes
DepreciationandAmortization
2.8
2.4
11.9
(0.4
(0.7
2.5
11.2
Other Income and Expenses (in thousands)
Interest expense(A)
(7,321
Interest income(B)
(2,745
538
36
Non-Controlling Interests and Net Income (in thousands)
Income attributable to non-controlling interest
Net income attributable to Curbline(A)
(6,987
NON-GAAP FINANCIAL MEASURES
Funds from Operations and Operating Funds from Operations
Definition and Basis of Presentation
The Company believes that Funds from Operations (“FFO”) and Operating FFO (as defined below), both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.
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. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition,
22
disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.
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. These non-cash items principally include real property depreciation and amortization of intangibles net of depreciation allocated to non-controlling interests. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).
The Company believes that certain charges, income and gains/losses recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. 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. 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 disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
The adjustment for these charges, income and gains/losses may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. 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. 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.
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.
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income have been provided below.
23
Reconciliation Presentation
A reconciliation of net income to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges, income and gains/losses adjusted in the calculation of Operating FFO are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations.
Depreciation and amortization of real estate investment, net of non-controlling interests
25,617
14,446
Gain on disposition of real estate, net of non-controlling interests
Transaction costs, net of non-controlling interests
765
173
The increase in FFO and OFFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to the net operating impact of property acquisitions, partially offset by a decrease in interest income and an increase in interest expense.
Net Operating Income and Same-Property Net Operating Income
The Company uses net operating income (“NOI”), which is a non-GAAP financial measure, as a supplemental performance measure. NOI is calculated as property revenues less property-related expenses and excludes depreciation and amortization expense, interest income and expense and corporate level transactions. The Company believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and, when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis.
The Company also presents NOI information on a same property basis, or Same-Property Net Operating Income (“SPNOI”). The Company defines SPNOI as property revenues less property-related expenses, which excludes depreciation and amortization expense, interest income and expense and corporate level transactions, as well as straight-line rental income and reimbursements and expenses, lease termination income, management fee expense and fair market value of leases. SPNOI only includes assets owned for the entirety of both comparable periods. Other real estate companies may calculate NOI and SPNOI in a different manner. The Company believes SPNOI provides investors with additional information regarding the operating performance of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SPNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.
SPNOI is not, and is not intended to be, a presentation in accordance with GAAP. SPNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SPNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SPNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SPNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SPNOI should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SPNOI to their most directly comparable GAAP measure of net income is provided below.
24
The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SPNOI for the Company is as follows (in thousands):
7,888
567
(2,908
(5,653
(996
(458
Tax expense
69
105
Total Curbline NOI
42,903
28,472
Less: Non-Same Property NOI
(15,901
(2,705
Total Same-Property NOI
27,002
25,767
Total Curbline NOI % Change
50.7
%
Same-Property NOI % Change
4.8
The same-property increase for the three months ended March 31, 2026, as compared to the prior-year period, was primarily attributable to minimum rent increases resulting from an increase in occupancy, rent steps or option rent increases and increases in recoveries from tenants.
LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES
The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At March 31, 2026, the Company’s primary sources of capital were $305.8 million of unrestricted cash, a $400.0 million unsecured, undrawn line of credit and $357.7 million of expected gross proceeds for unsettled forward equity sales along with cash flow from operations. The Company may also raise additional capital as appropriate to finance the growth of its business. Debt outstanding was $600.0 million and $428.0 million as of March 31, 2026 and December 31, 2025, respectively.
During the first quarter of 2026, the Company offered and sold 2,038,800 shares of its common stock on a forward basis under the at-the-market equity program (“ATM Program”) at a weighted-average price of $23.36 per share before issuance costs, generating expected estimated gross proceeds before issuance costs of $47.6 million. The Company is required to settle these shares by March 31, 2027. As of March 31, 2026, the Company had unsettled outstanding forward shares of $123.1 million under the ATM program and $126.9 million of remaining capacity under the ATM Program.
Credit Facilities and Term Loans
In October 2024, the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and a delayed draw term loan in the amount of $100.0 million (the “2024 Term Loan” and together with the Revolving Credit Facility, the “2024 Credit Facilities”).
25
The aggregate amount available under the 2024 Credit Facilities may be increased up 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 matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. 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. 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, an “IG Rating”). In May 2025, Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB. No amounts were drawn under the Revolving Credit Facility as of March 31, 2026.
The Company drew $100.0 million on the 2024 Term Loan in March 2025 which will mature on October 1, 2027, subject to two one-year options to extend its maturity to October 1, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Loans under the 2024 Term Loan 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. Similar to the Revolving Credit Facility, the applicable margin under the 2024 Term Loan varies. As of March 31, 2026, $100.0 million is outstanding under the 2024 Term Loan.
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. 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 Company maintains a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $100.0 million 2024 Term Loan to 3.58%, from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s 2024 Term Loan at 3.71% from October 1, 2028 through October 1, 2029. Following the investment grade rating and simultaneously with the Company’s borrowing of the 2025 Term Loan (defined below), the 2024 Credit Agreement was amended to reduce the interest rate spread resulting in an all-in rate for the 2024 Term Loan of 4.53% based on the loan’s current applicable spread.
In July 2025, the Operating Partnership, as borrower, and the Company entered into a term loan agreement with a syndicate of lenders and PNC, National Association, as administrative agent, which provides for an unsecured, term loan in the amount of $150.0 million (the “2025 Term Loan”). In connection with entering into the term loan agreement, the Operating Partnership borrowed the full $150.0 million under the 2025 Term Loan. The 2025 Term Loan will mature in January 2029, subject to two one-year options to extend its maturity to January 2031 at the Operating Partnership’s option and subject to the satisfaction of certain customary conditions.
The 2025 Term Loan bears interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The applicable margin under the 2025 Term Loan varies based on the rating assigned by S&P Global Ratings, Moody’s Investors Service, Inc. or Fitch Investor Services Inc. to the senior unsecured long-term indebtedness of Company or the Operating Partnership. In May 2025, the Company entered into a $150.0 million interest rate swap agreement to fix the variable-rate SOFR component of the 2025 Term Loan at 3.66% from July 16, 2025 through January 1, 2031. The all-in rate of the 2025 Term Loan is fixed at 4.61% based on the loan’s current applicable spread.
Amounts owing under the 2024 Term Loan and the 2025 Term Loan may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR-based rate election is in effect. The 2024 Term Loan and the 2025 Term Loan 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 Term Loan and the 2025 Term Loan also contains 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.
26
Senior Unsecured Notes
On June 26, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement in connection with a private placement of $150.0 million of the Operating Partnership’s unsecured senior notes (the “2025 Notes”), consisting of (i) $100.0 million aggregate principal amount of 5.58% unsecured senior notes due September 3, 2030 (the “2025-A Notes”) and (ii) $50.0 million aggregate principal amount of 5.87% unsecured notes due September 3, 2032 (the “2025-B Notes”), to a group of institutional investors. The sale and purchase of the Notes was completed on September 3, 2025.
In connection with the 2025 Notes, the Company executed a treasury lock hedge transaction in June 2025 which included proceeds of $0.2 million, which were recognized as a gain within Accumulated OCI on the consolidated balance sheets. This amount is amortized on a straight-line basis as a decrease to interest expense over the term of the 2025-B Notes.
On November 12, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement in connection with a private placement of $200.0 million of the Operating Partnership’s senior unsecured notes (the “2026 Notes”), consisting of (i) $50.0 million aggregate principal amount of 4.90% senior unsecured notes due January 20, 2031 (the “2025-C Notes”) and (ii) $150.0 million aggregate principal amount of 5.13% senior unsecured notes due January 20, 2033 (the “2026-A Notes”), with a group of institutional investors. Considering the treasury lock agreements noted below, the interest rate on the notes will be fixed at 5.06% and 5.31%, respectively.
The sale and purchase of $28.0 million of the 2026 Notes was completed on December 31, 2025 and sale and purchase of the balance of the $172.0 million of the 2026 Notes was completed on January 20, 2026. The Operating Partnership intends to use the net proceeds from the issuance of the 2026 Notes for general corporate purposes, including funding future acquisitions.
In connection with the offering of the 2026 Notes, the Company executed two treasury lock hedge transactions in September 2025 to hedge the treasury yield component of the overall rate ultimately assigned to the two tranches of 2026 Notes which included a payment of $2.0 million, which is recognized as a loss within Accumulated OCI on the consolidated balance sheets as of December 31, 2025. This amount is amortized on a straight-line basis as an increase to interest expense over the terms of the 2025-C and the 2026-A notes.
The 2025 Notes and the 2026 Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semi-annually in arrears, until such principal becomes due and payable. The entire unpaid principal balance of each 2025 Note and each 2026 Note shall be due and payable on the maturity date thereof. The 2025 Notes and the 2026 Notes are senior unsecured obligations of the Operating Partnership and rank equal in right of payment with all other senior unsecured indebtedness of the Operating Partnership. The 2025 Notes and the 2026 Notes are unconditionally guaranteed by the Company.
The Operating Partnership is permitted to prepay the outstanding 2025 Notes and 2026 Notes in whole or in part, in an amount not less than 5% of the aggregate principal amount of the 2025 Notes or the 2026 Notes, as applicable, then outstanding, at any time at (i) 100% of the principal amount so prepaid, plus (ii) the make-whole amount, which is equal to the excess, if any, of the discounted value of the remaining scheduled principal and interest payments with respect to the 2025 Notes or 2026 Notes being prepaid over the principal amount of such 2025 Notes or 2026 Notes. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. If a change in control occurs for the Company, the Operating Partnership must offer to prepay the outstanding 2025 Notes and 2026 Notes. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest but without any make-whole amount.
The 2025 Notes and the 2026 Notes contain certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio.
As of March 31, 2026, the Company was in compliance with all its financial covenants governing its debt. Although the Company believes it will continue to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities.
As part of its growth strategy, the Company may incur additional debt to finance future acquisitions, including debt that refinances or replaces borrowings under the Revolving Credit Facility and the Company’s unsecured debt. While the Company believes it has several viable sources to obtain capital and fund its business, the sources of funds could be affected by various risks and uncertainties.
27
Dividend Distributions
The Company declared a quarterly cash dividend of $0.17 per share in the first quarter of 2026. The dividends are summarized as follows (in millions):
Quarter Declared
Amount Declared
Date Paid
Amount Paid
First quarter 2026
18.2
April 8, 2026
18.0
The Company anticipates making distributions to holders of its common stock to satisfy REIT requirements and generally not be subject to U.S. federal income tax (other than with respect to operations conducted through a taxable REIT subsidiary of the Company) or excise tax. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company generally intends to make distributions with respect to each taxable year in an amount at least equal to its REIT taxable income for such taxable year. To the extent that cash available for distribution is less than the Company’s REIT taxable income, the Company may make a portion of its distributions in the form of additional shares of common stock, and any such distribution of such common stock may be taxable as a dividend to stockholders.
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).
Any distributions the Company makes to its stockholders will be at the discretion of the Board and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its portfolio, its operating expenses and any other expenditures.
Cash Flow Activity
The Company expects that its core business of leasing space to well-capitalized retailers will continue to generate consistent cash flow after expenses. The following presents a summary of consolidated statements of cash flow (in thousands):
Cash flow provided by operating activities
Cash flow used for investing activities
Cash flow provided by financing activities
Changes in cash flows for the three months ended March 31, 2026, compared to the prior-year period, are as follows:
Operating Activities: Cash provided by operating activities decreased $4.0 million primarily due to an increase in interest expense and general and administrative expenses and a decrease in interest income, partially offset by the net impact of property acquisitions.
Investing Activities: Cash used for investing activities increased $24.5 million primarily due to the increase in real estate assets acquired of $15.6 million, an increase in escrow deposits for future acquisitions of $5.2 million and an increase in real estate improvements of $3.6 million.
Financing Activities: Cash provided by financing activities increased $77.1 million primarily due to funding of $172.0 million of the 2026 Notes and a decrease in dividends paid of $6.4 million, partially offset by an increase in offering costs of $0.7 million and by a decrease in proceeds from the 2024 Term Loan of $100.0 million.
SOURCES AND USES OF CAPITAL
The Company remains committed to maintaining sufficient liquidity and financial flexibility in order to pursue its stated business plan to acquire additional convenience properties and scale the Company’s portfolio while managing its overall risk profile. Cash flow from operations, as well as debt and equity financings, represent additional potential sources of proceeds to be used to execute on the Company’s business plan.
Acquisitions
Through April 24, 2026, the Company acquired 22 convenience shopping centers for an aggregate purchase price of $236.2 million.
As of March 31, 2026, $100.0 million had been drawn on the 2024 Term Loan, $150.0 million had been drawn on the 2025 Term Loan, $150.0 million had been drawn on the 2025 Notes and $200.0 million had been drawn on the 2026 Notes.
CAPITALIZATION
At March 31, 2026, the Company’s capitalization consisted of $600.0 million of debt and $2.7 billion of market equity (calculated as shares of common stock outstanding multiplied by $25.79, the closing price of the Company’s common stock on the New York Stock Exchange on March 31, 2026).
Management seeks to maintain access to the capital resources necessary to manage the Company’s balance sheet. Accordingly, the Company may seek to obtain funds through additional debt or equity financings in a manner consistent with its intention to operate with a prudent debt capitalization policy.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
In conjunction with the redevelopment of convenience shopping centers, the Company has entered into commitments with general contractors aggregating approximately $0.8 million for its consolidated properties at March 31, 2026. 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. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At March 31, 2026, the Company had purchase order obligations, typically payable within one year, aggregating approximately $1.6 million related to the maintenance of its properties.
In addition, the Company has debt maturity and interest payment obligations as described in Note 5.
ECONOMIC CONDITIONS
The Company continues to experience steady retailer demand for vacant or available space and executed new leases and renewals aggregating approximately 145 thousand square feet of GLA for the three months ended March 31, 2026. 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.
The Company has a diversified tenant base, with only one tenant whose annualized rental revenue equals or exceeds 2% of the Company’s ABR (Starbucks at 2.5% as of March 31, 2026). Other significant national tenants generally have relatively strong financial positions, have outperformed their respective retail categories over time and, the Company believes, remain well-capitalized. The majority of the tenants in the Company’s convenience shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of the tenants to outperform under a variety of economic conditions and provide a stable revenue base. The Company has relatively little reliance on overage or percentage rents dependent on tenant sales performance or on ancillary income.
The Company believes that the convenience property portfolio is well positioned, as evidenced by recent leasing activity, historical leased and occupancy levels and consistent reported leasing spreads. At March 31, 2026, the convenience property portfolio leased and occupancy rates were 96.3% and 94.1%, respectively, and the portfolio ABR per occupied square foot was $34.91, as compared to leased and occupancy rates of 96.7% and 94.1%, respectively, and ABR per occupied square foot of $34.52 at December 31, 2025. The per square foot cost of leasing capital expenditures has been consistent with the Company’s historical trends and the standardized site plan of the majority of the Company’s convenience shopping centers together with high tenant retention rates, higher ABRs per square foot and the depth of leasing prospects that can utilize existing square footage generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time. The Company generally does not expend a significant amount of capital on lease renewals, which constitute the majority of overall leasing activity. The weighted-average cost of
29
tenant improvements and lease commissions estimated to be incurred over the expected lease term for all leases executed during the three months ended March 31, 2026 and 2025 was $1.21 and $3.43 per rentable square foot, respectively.
Inflation, higher interest rates, evolving U.S. tariffs and reciprocal or retaliatory tariffs on U.S. goods and the market reaction thereto, and concerns over consumer spending growth, along with the volatility of global capital markets continue to pose risks to the U.S. economy, the retail sector overall and the Company’s tenants. The retail sector overall has also been affected by changing consumer behaviors, increased competition and e-commerce market share gains. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements and overall cash flow, balance sheet and liquidity. In some cases, changing conditions have resulted in weaker retailers losing market share and declaring bankruptcy and/or closing stores. However, other retailers continue to expand their store fleets and launch new concepts within the suburban, high-household-income communities in which the properties are located. As a result, the Company believes that its prospects to backfill any spaces vacated by bankrupt or non-renewing tenants are generally favorable. However, there can be no assurance that vacancy resulting from increasingly uncertain economic conditions will not adversely affect the Company’s operating results.
Rising interest rates and the availability of commercial real estate financing have also impacted, at certain times, real estate owners’ ability to acquire and sell assets and raise equity and debt financing. Although the Company had $600.0 million of indebtedness as of March 31, 2026, debt capital markets liquidity could adversely impact the Company’s current and expected future business plan and its ability to finance future maturities and/or investments, and the interest rates applicable thereto. Depending on market conditions, the Company intends to acquire additional assets funded with cash on hand and unsettled common equity along with retained cash flow and debt and equity financing. The timing of certain acquisitions may be impacted by capital markets activity along with the volume and pricing of assets available to acquire. Unfavorable changes in interest rates or the capital markets could adversely impact the Company’s return on investments.
CRITICAL ACCOUNTING ESTIMATES
For a discussion of our critical accounting policies and estimates, refer to our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to these policies during the three months ended March 31, 2026.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary market risk exposure is interest rate risk. At March 31, 2026, the Company’s debt, adjusted to reflect the swaps of the variable-rate (SOFR) components of the interest rates applicable to the 2024 Term Loan and 2025 Term Loan to fixed rates, is summarized as follows:
Amount(Millions)
Weighted-AverageMaturity(Years)
Weighted-AverageInterestRate
Percentageof Total
Fixed-Rate Debt
595.5
4.3
5.0
100.0
423.2
3.7
Variable-Rate Debt
If the Company were to incur variable-rate indebtedness, its exposure to increases in interest rates could increase. The Company does not believe, however, that increases in interest expense as a result of inflation or other economic factors will significantly impact the Company’s distributable cash flow.
The interest rate risk on a portion of the Company’s variable-rate debt has been mitigated through the use of interest rate swap agreements with major financial institutions. At March 31, 2026, the variable-rate (SOFR) component of the interest rate applicable to the Company’s $100.0 million consolidated 2024 Term Loan and the $150.0 million consolidated 2025 Term Loan were swapped to a fixed rate through October 1, 2029 and January 1, 2031, respectively. The Company is exposed to credit risk in the event of nonperformance by the counterparties to the swaps. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions.
The carrying value of the Company’s fixed-rate debt was adjusted to include the $250.0 million of variable-rate debt that was swapped to a fixed rate. An estimate of the effect of a 100 basis-point increase at March 31, 2026, is summarized as follows (in millions):
Carrying Value
FairValue
100 Basis-PointIncrease inMarket InterestRate
Company's fixed-rate debt
600.2
574.1
(B)
434.8
416.7
The Company intends to continually monitor and actively manage interest costs on any variable-rate debt portfolio and may enter into swap positions or interest rate caps. 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 March 31, 2026, the Company had no other material exposure to market risk.
Item 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure and Control 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 March 31, 2026. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q 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 Securities and Exchange Commission rules and forms and were effective as of the end of such period 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.
Changes in Internal Control over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1. 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. The Company is also subject to a variety of legal proceedings or claims for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance, although they may be subject to deductibles or retentions. 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.
Item 1A. RISK FACTORS
There have been no material changes to the risk factors set forth in the Annual Report on Form 10-K.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
On September 25, 2025, the Board of Directors of the Company authorized a common stock repurchase program, which was announced on October 2, 2025. Under the terms of the program, the Company is authorized to repurchase up to an aggregate purchase price of $250.0 million in shares of its common stock. During the first quarter of 2026, the Company did not repurchase any shares of its common stock, and as of March 31, 2026, the dollar value of shares that may yet be purchased under the program is $250.0 million. The repurchase program has no expiration date.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
Item 6. EXHIBITS
31.1
Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341
31.2
Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341
32.1
Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2
32.2
Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document1
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document1
104
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 has been formatted in Inline XBRL and included in Exhibit 101.
Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025, (iii) Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025, (iv) Consolidated Statements of Equity for the Three Months Ended March 31, 2026 and 2025, (v) Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 and (vi) Notes to Consolidated Financial Statements.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
CURBLINE PROPERTIES CORP.
By:
/s/ Christina M. Yarian
Name:
Christina M. Yarian
Title:
Senior Vice President and Chief Accounting Officer
(Authorized Officer; Principal Accounting Officer)
Date: April 29, 2026