10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☑ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934
For the fiscal year endedDecember 31, 2025
OR
☐TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THESECURITIES 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)
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 TradingSymbol(s) Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share CURB New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐No☑
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
The aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2025, was $2.2 billion.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
105,367,939 shares of common stock outstanding as of February 9, 2026
DOCUMENTS INCORPORATED BY REFERENCE
The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2026 Annual Meeting of Stockholders.
EXPLANATORY NOTE
This annual report of Curbline Properties Corp. (the “Company” or “Curbline”, “we” or “us”) includes the financial statements of the Company as of December 31, 2025 and 2024.
On October 1, 2024, SITE Centers Corp. (“SITE Centers”) completed the spin-off of Curbline, pursuant to which SITE Centers contributed 79 convenience properties to the Company. The spin-off was effected pursuant to the Separation and Distribution Agreement, dated as of October 1, 2024, among the Company, Curbline Properties LP, a subsidiary of the Company, and SITE Centers, as further described in the Information Statement (as defined below).
The spin-off is more fully described in the information statement included as Exhibit 99.1 to the Company’s Registration Statement on Form 10 (File No. 001-42265) filed with the Securities and Exchange Commission on September 3, 2024 (the “Information Statement”). The spin-off became effective at 12:01 a.m., Eastern Time, on October 1, 2024 (the “Spin-Off Date”). The Company’s common stock trades on the New York Stock Exchange under the symbol “CURB”.
The financial statements prior to the Spin-Off Date do not represent the financial statements of a legal entity, but rather a combination of entities under common control that have been “carved out” of the consolidated financial statements of SITE Centers and presented on a consolidated basis. Therefore, the consolidated financial statements prior to the Spin-Off Date are not necessarily indicative of the Company’s results of operations, cash flows or financial position following the completion of the spin-off. For more information regarding the risks related to our business, refer to the “Risk Factors” section of this annual report.
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TABLE OF CONTENTS
Item No. Report Page
PART I
1. Business 7
1A. Risk Factors 10
1B. Unresolved Staff Comments 25
1C. Cybersecurity 25
2. Properties 26
3. Legal Proceedings 32
4. Mine Safety Disclosures 32
PART II
6. [Reserved] 33
7A. Quantitative and Qualitative Disclosures About Market Risk 50
8. Financial Statements and Supplementary Data 51
9A. Controls and Procedures 51
9B. Other Information 52
9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 52
PART III
10. Directors, Executive Officers and Corporate Governance 53
11. Executive Compensation 53
13. Certain Relationships and Related Transactions, and Director Independence 53
14. Principal Accountant Fees and Services 53
PART IV
15. Exhibits and Financial Statement Schedules 54
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FORWARD LOOKING-STATEMENTS; RISK FACTOR SUMMARY
This Annual Report on Form 10-K contains “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 (the “Exchange Act”), both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, the Company can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements.
Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:
Risks Related to the Company’s Business, Properties and Strategies
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The economic performance and value of the Company’s properties depend on many factors, including broad economic and local conditions, each of which could have an adverse impact on the Company’s results of operations and cash flows.
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The Company’s dependence on rental income may adversely affect the Company’s results of operations in the event of significant occupancy loss.
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Inflation could adversely impact the Company’s real estate operations due to increases in construction costs or operating expenses in excess of rental income.
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The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases.
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The Company’s acquisition activities may not produce the cash flows that it expects and may be limited by competitive pressures or other factors.
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The Company may be unable to manage its growth effectively and be unable to capture the efficiencies of scale that it expects from expansion.
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Real estate investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms.
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The Company’s real estate investments may contain environmental risks that could adversely affect its results of operations.
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Changes in consumer trends, distribution channels and suburban populations may negatively affect revenues.
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The Company’s properties could be subject to damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties.
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The Company may be adversely affected by laws, regulations or other issues related to climate change.
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Expectations relating to sustainability considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business.
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Crime or civil unrest may affect the markets in which the Company operates its business and its profitability.
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The Company’s real estate assets may be subject to impairment charges.
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A disruption, failure or breach of the networks or systems on which the Company relies, including as a result of cyber-attacks, could harm its business.
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The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.
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The Company was recently organized and employs a business model with a limited track record, and it may not be able to operate its business successfully or execute its business plan.
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The historical combined financial information is not necessarily indicative of the Company’s future financial condition, results of operations or cash flows nor do they reflect what the Company’s financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.
Risks Related to the Company’s Indebtedness and Capital Structure
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The Company may not be able to obtain additional capital to make investments or finance its operations.
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The Company is exposed to interest rate risk, and there can be no assurance that it will manage or mitigate this risk effectively.
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The Company’s financial condition and operating activities could be adversely affected by financial covenants which may curtail investment activities, require the Company to sell securities or alter or restrict distributions.
Risks Related to the Company’s Relationship with SITE Centers
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The Company may have conflicts of interest with SITE Centers.
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The agreements with SITE Centers were not negotiated on an arm’s-length basis and may not be on the same terms as if they had been negotiated with an unaffiliated third party.
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It is possible that the Company may not obtain a fair market value tax basis in the Company’s assets as a result of the distribution.
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The Company may not achieve some or all of the expected benefits of the separation from SITE Centers, and the separation may have a material adverse effect on the Company’s business, financial condition and results of operations.
Risks Related to the Company’s Taxation as a REIT
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If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s stock.
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If certain subsidiaries fail to qualify as partnerships or disregarded entities for U.S. federal income tax purposes, the Company may not qualify as a REIT.
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Compliance with REIT requirements may negatively affect the Company’s operating decisions.
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The Company may be forced to sell its securities or borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to curtail its investment activities and/or to dispose of assets at inopportune times, which could materially and adversely affect the Company.
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Dividends paid by REITs generally do not qualify for reduced tax rates.
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Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of the Company’s common stock if the Company does not qualify as a “domestically controlled” REIT.
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Legislative or other actions affecting REITs could have a negative effect on the Company or its stockholders.
Risks Related to Company’s Ownership of Interests in the Operating Partnership
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Certain Operating Partnership assets may have book-tax differences, which may cause the Company to recognize taxable income in excess of cash proceeds and affect the Company’s ability to comply with REIT distribution requirements.
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The Company will be liable for any under-withholdings with respect to any non-U.S. limited partner’s share of Operating Partnership income.
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The Operating Partnership and any subsidiary partnerships may be subject to a U.S. federal income tax audit and the Company may be required to bear the economic cost of its attributable share of taxes.
Risk Related to the Company’s Organization, Structure and Ownership
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Provisions in the Charter and Bylaws could have the effect of delaying, deferring or preventing a change in control, even if that change may be considered beneficial by some of the Company’s stockholders.
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The Company’s authorized but unissued common and preferred stock may prevent a change in the Company’s control.
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The Company has significant stockholders who may exert influence on the Company as a result of their considerable beneficial ownership of the Company’s common stock, and their interests may differ from the interests of the other stockholders.
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The Company’s Board of Directors may change significant corporate policies without stockholder approval.
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Maryland law may limit the ability of a third party to acquire control of the Company.
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Conflicts of interest may exist or could arise in the future with the Operating Partnership and its limited partners, which may impede business decisions that could benefit stockholders.
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Curbline Properties Corp. is a holding company with no direct operations and expects to rely on distributions received from the Operating Partnership to make distributions to stockholders.
Risks Related to the Company’s Common Stock
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Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities.
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The Company has not established a minimum distribution payment level, and it cannot assure you of its ability to make distributions in the future.
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Shares eligible for future sale may have adverse effects on the Company’s stock price.
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Offerings of debt or equity securities, which would rank senior to the Company’s common stock, may adversely affect the market price for the Company’s common stock.
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The Company’s ability to make distributions is limited by the requirements of Maryland law.
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Changes in accounting standards issued by the Financial Accounting Standards Board or other standard setting bodies may adversely affect the Company’s business.
General Risks Relating to Investments in the Company’s Securities
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As a public company, the Company is subject to regulatory and reporting requirements that may increase legal, accounting and financial compliance costs.
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The Company may be unable to retain and attract key management personnel.
Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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PART I
Item 1. BUSINESS
Overview
Curbline Properties Corp., a Maryland corporation (the “Company” or “Curbline”), is primarily engaged in the business of owning, leasing, acquiring, and managing convenience shopping centers positioned on the curbline of well-trafficked intersections and major vehicular corridors in suburban, high household income communities. All of Curbline’s properties are located in the United States and are geographically diversified, principally across the Southeast, Mid-Atlantic, Southwest and Mountain regions, along with Texas. At December 31, 2025, the aggregate occupancy of the Company’s portfolio of 176 properties, which aggregated 4.8 million square feet of gross leasable area (“GLA”), was 94.1% and the average annualized base rent (“ABR”) per occupied square foot was $34.52. The primary source of the Company’s income is generated from the rental of the Company’s convenience shopping centers to tenants.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of Curbline properties having at least one drive-thru unit as of December 31, 2025. The properties generally consist of a homogenous 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. The property type’s standardized site plans and the depth of leasing prospects that can utilize existing square footage generally reduce operating capital expenditures relative to other retail real estate formats and provide significant tenant diversification. As of December 31, 2025, the average GLA of a property in the Curbline portfolio was approximately 27,000 square feet with 94% of base rent generated by units less than 10,000 square feet.
On October 1, 2024, SITE Centers completed the spin-off of Curbline, pursuant to which SITE Centers contributed 79 convenience shopping centers to the Company as well as transferred to Curbline certain other assets, liabilities and obligations and effected a pro rata special distribution of shares of Curbline common stock to SITE Centers common shareholders (the “Spin-Off”). The Spin-Off was effected pursuant to the Separation and Distribution Agreement (the “Separation and Distribution Agreement”), dated as of October 1, 2024, among the Company, the Operating Partnership (as defined below) and SITE Centers, as further described in the Information Statement. On the Spin-Off Date, each holder of SITE Centers common shares as of the record date for the distribution received two shares of Curbline common stock for every one SITE Centers common share held. The Company’s common stock trades on the New York Stock Exchange under the symbol “CURB”.
The Spin-Off is more fully described in the Information Statement. In connection with the Spin-Off, the Company, the Operating Partnership and SITE Centers also entered into a Shared Services Agreement, a Tax Matters Agreement, and Employee Matters Agreement, each as described in further detail in the Information Statement and in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At December 31, 2025, the Company’s primary sources of capital were $289.6 million of unrestricted cash, $172.0 million of unfunded senior unsecured notes, $400.0 million available on the Company’s unsecured, undrawn line of credit and $75.5 million of expected gross proceeds from unsettled forward equity sales in the fourth quarter of 2025 along with cash flow from operations. The Company may also raise additional capital as appropriate to finance the growth of its business. Debt outstanding was $428.0 million as of December 31, 2025. As of December 31, 2024, there was no indebtedness outstanding.
The Company elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2024, and intends to maintain its status as a REIT in future periods. The Company operates through an umbrella partnership, commonly referred to as an “UPREIT” structure, in which substantially all of the Company’s properties and assets are held through a subsidiary, Curbline Properties LP, a Delaware limited partnership (the “Operating Partnership”). As the sole general partner of the Operating Partnership, the Company has exclusive control of the Operating Partnership’s day-to-day management. The Company is not expected to conduct any material business itself, other than acting as the sole general partner of the Operating Partnership, guaranteeing certain debt of the Operating Partnership and issuing equity from time to time.
Strategy
The Company is the first and only publicly traded company that is focused exclusively on convenience shopping centers, which have historically been owned and managed by private and individual investors in local markets or as part of larger, more diversified real estate portfolios. As of December 31, 2025, there were over 68,000 convenience properties in the United States (950 million square feet of GLA). This highly fragmented but liquid market, along with the Company’s net cash and liquidity position, provides a
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substantial addressable opportunity for Curbline 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 with a portfolio average of approximately $121,000 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 primarily service and restaurant businesses, including quick-service restaurants, healthcare and wellness, 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 61% of the 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.
The overall investment, operating and financing policies of the Company, which govern a variety of activities, such as capital allocations, dividends and status as a REIT, are determined by management and the Company’s Board of Directors (the “Board of Directors” or the “Curbline Board”). The Board of Directors may amend or revise the Company’s policies from time to time without a vote of the Company’s stockholders.
Recent Developments
From January 1, 2026 through February 9, 2026, the Company acquired four convenience shopping centers for an aggregate purchase price of $39.5 million.
The Company completed the sale of $22.0 million of the 2025-C Notes and $150.0 million of the 2026-A Notes (defined below) on January 20, 2026.
From January 1, 2026 through February 9, 2026, the Company sold 1.9 million shares of common stock on a forward basis under the ATM Continuous Equity Program for expected gross proceeds of $44.8 million.
Tenants and Competition
The positioning of the Company’s convenience shopping centers, their location in affluent sub-markets, and their standardized unit sizes attract a diversified group of primarily national, high credit quality tenants operating across a wide range of primarily service and restaurant businesses. As of December 31, 2025, national tenants accounted for over 70% of the portfolio’s total ABR, public company tenants comprised over 29% of the portfolio’s total ABR and only one tenant represented more than 2% of the portfolio’s total ABR. The Company believes its diversification of primarily national tenants along with the depth of leasing prospects for its homogenous store unit sizes mitigates credit risk and will allow it to maintain elevated leased rates across the portfolio. As of December 31, 2025, the portfolio’s largest tenants included Starbucks (2.6% of ABR), Verizon (1.7% of ABR), Inspire Brands (1.4% of ABR), JAB Holding (1.2% of ABR) and Chipotle (1.2% of ABR) and the portfolio’s top ten tenants comprised less than 14% of total ABR.
Numerous real estate companies and developers, private and public, compete with the Company in leasing space in shopping centers to tenants. The Company competes with other real estate companies and developers in terms of rental rates, property location, availability of space, management services and property condition.
For more information on the Company’s tenants, see Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Tenant Demand and Company Fundamentals.”
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Qualification as a Real Estate Investment Trust
The Company has elected to be taxed as a REIT under the federal income tax laws. As a REIT, the Company is generally not subject to federal income tax on taxable income that it distributes to its shareholders. Under the Internal Revenue Code of 1986, as amended (the “Code”), REITs are subject to numerous regulatory requirements which must be satisfied on an ongoing basis, including the requirement to generally distribute at least 90% of its REIT taxable income each year. The Company will be subject to federal income tax on its taxable income at regular corporate rates if it fails to qualify as a REIT for federal income tax purposes in any taxable year, or to the extent it distributes less than 100% of its REIT taxable income. The Company will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which REIT qualification is lost. Even if the Company qualifies as a REIT for federal income tax purposes, the Company may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on its undistributed taxable income and income from certain sources (such as income from the sale of property in the nature of inventory). As of December 31, 2025, the Company met the qualification requirements of a REIT under Sections 856-860 of the Code. As a result, the Company, with the exception of its taxable REIT subsidiaries (“TRSs”), will not be subject to federal income tax to the extent it meets certain requirements of the Code.
The Company has elected to treat certain of its subsidiaries as TRSs. In general, a TRS may engage in any real estate business and certain non-real estate businesses in which a REIT cannot directly engage, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes.
Human Capital Management
As of December 31, 2025, the Company’s workforce was composed of 39 full-time employees. Of the Company’s employees, 36% of employees were assigned to work in New York, NY, and 21% of employees were assigned to work in Beachwood, OH, with the rest working in regional offices or remotely. Many of the Company’s employees have a long tenure with the Company or with SITE Centers, with approximately 64% of the Company’s employees having been with the Company or SITE Centers for over 5 years and 12% for over 10 years.
The Company’s primary human capital management objective is to attract, develop, engage and retain the highest quality talent. To attract and retain high performing individuals, the Company partners with employees to provide opportunities for professional and personal development. Curbline offers a broad range of benefits and believes its compensation packages and benefits are competitive with others in our industry. The Company’s employees are expected to exhibit honest, ethical and respectful conduct in the workplace. The Company annually requires its employees to complete training modules on sexual harassment and discrimination and to acknowledge and certify their compliance with the Company’s Code of Business Conduct and Ethics. Senior members of its accounting, finance and capital markets and asset management departments are also required to acknowledge and agree to the Company’s Code of Ethics for Senior Financial Officers on an annual basis.
Information About the Company’s Executive Officers
The section below provides information regarding the Company’s executive officers as of February 9, 2026:
David R. Lukes, age56, has served as President and Chief Executive Officer of Curbline since November 2023 and has been a member of Curbline’s Board of Directors since July 2024. Mr. Lukes has served as president and chief executive officer of SITE Centers and has been a member of SITE Centers’ board of directors since March 2017. Prior to joining SITE Centers, Mr. Lukes served as chief executive officer of Equity One, Inc., an owner, developer and operator of shopping centers, from 2014 until 2017. Mr. Lukes previously served as president and chief executive officer of Sears Holding Corporation affiliate Seritage Realty Trust, a real estate company, from 2012 to 2014 and as president and chief executive officer of Olshan Properties, a privately-owned real estate firm specializing in commercial real estate, from 2010 to 2012. From 2002 to 2010, Mr. Lukes served in various senior management positions at Kimco Realty Corporation, including serving as its chief operating officer from 2008 to 2010. Mr. Lukes has also served as the president, chief executive officer and a director of Retail Value Inc. (“RVI”), since April 2018 and as an independent director of Citycon Oyj, an owner and manager of shopping centers in the Nordic region listed on the Nasdaq Helsinki stock exchange, since 2017. Mr. Lukes also serves as a member of the advisory board of governors of the National Association of Real Estate Investment Trusts (“NAREIT”). Mr. Lukes holds a Bachelor of Environmental Design from Miami University, a Master of Architecture from the University of Pennsylvania and a Master of Science in Real Estate Development from Columbia University.
Conor M. Fennerty, age 40, has served as Executive Vice President, Chief Financial Officer and Treasurer of Curbline since November 2023. Mr. Fennerty previously served as executive vice president, chief financial officer and treasurer of SITE Centers from November 2019 until the Spin-Off Date. From 2017 to 2019, Mr. Fennerty served as SITE Centers’ senior vice president of capital markets. Mr. Fennerty also previously served as executive vice president of RVI from 2020, and as a director of RVI from 2022, in each case until the Spin-Off Date. Prior to joining SITE Centers, Mr. Fennerty served as a vice president and senior analyst at BlackRock, Inc., a global funds manager, from 2014 to 2017, an analyst at Cohen & Steers Capital Management, a specialist asset
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manager focused on real assets, from 2012 to 2014, and prior to that, a member of the global investment research division of Goldman Sachs from 2010 to 2012. Mr. Fennerty earned a Bachelor of Science in Business Administration with a major in finance from Georgetown University.
John M. Cattonar, age44, has served as Executive Vice President and Chief Investment Officer of Curbline since November 2023. Mr. Cattonar has served as executive vice president and chief investment officer of SITE Centers since May 2021 and was appointed to the board of directors of SITE Centers in September 2024. Previously, Mr. Cattonar served as senior vice president of investments of SITE Centers from 2017 to 2021. Prior to joining Curbline, Mr. Cattonar served as vice president of asset management for Equity One from 2015 to 2017 and at Sears Holding Corporation affiliate Seritage Realty Trust from 2012 to 2015. Mr. Cattonar earned a Master of Science in Real Estate Development from Columbia University and holds a Bachelor of Arts in Economics from the University of North Carolina at Chapel Hill.
Lesley H. Solomon, age 54,has served as Executive Vice President, General Counsel and Secretary of Curbline since April 2024. She also previously served as the senior vice president and deputy general counsel of SITE Centers from April 2024 to September 2024. Previously, Ms. Solomon served as general counsel and secretary for CatchMark Timber Trust, Inc., a REIT focused on timberland investment, from 2018 to 2022. From 2006 to 2018, Ms. Solomon was a partner at Alston & Bird LLP where she focused on mergers and acquisitions, equity and debt financings, and compliance with obligations under the Exchange Act and the listing standards of NYSE and Nasdaq. Ms. Solomon earned a Juris Doctor from Georgetown University and a Bachelor of Arts in Comparative Area Studies and History from Duke University.
Corporate Information
The Company is a Maryland corporation incorporated in 2023. The Company’s executive offices are located at 320 Park Ave, New York, New York 10022, and its telephone number is (216) 755-5500. The Company’s website is www.curbline.com. The Company uses the Investors Relations section of its website as a channel for routine distribution of important information, including press releases, investor presentations and financial information. The information the Company posts to its website may be deemed to be material, and investors and others interested in the Company are encouraged to routinely monitor and review the information that the Company posts on its website in addition to following the Company’s press releases, filings with the Securities and Exchange Commission (the “SEC”) and public conference calls and webcasts. The Company posts filings made with the SEC to its website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including the Company’s annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K, respectively, the Company’s proxy statements and any amendments to those reports or statements. All such postings and filings are available on the Company’s website free of charge. In addition, this website allows investors and other interested persons to sign up to automatically receive e-mail alerts when the Company posts news releases and financial information on its website. The SEC also maintains a website (https://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The content on, or accessible through, any website referred to in this Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is not incorporated by reference into, and shall not be deemed part of, this Form 10-K unless expressly noted.
Item 1A. RISK FACTORS
Below are some of the risks and uncertainties that could cause our actual results and future events to differ materially from those set forth or contemplated in our forward-looking statements. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to our financial condition, business, operating results and prospects. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.
Risks Related to the Company’s Business, Properties and Strategies
The economic performance and value of the Company’s convenience properties depend on many factors, including the economic climate and local conditions, each of which could have an adverse impact on the Company’s results of operations and cash flows.
The economic performance and value of the Company’s real estate holdings can be affected by many factors, including the following:
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changes in the local, regional, national and international economic climate, including those resulting from the imposition of U.S. tariffs and reciprocal or retaliatory tariffs on U.S. goods and the market reaction thereto;
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local conditions, such as an excess amount of space or a reduction in demand for real estate in the area and population, demographic and employment trends;
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the attractiveness of the properties to tenants;
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the Company’s ability to provide adequate management services and to maintain its properties; and
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the expense of renovating, repairing and re-letting spaces.
Because of the nature of the Company’s business and property format, the Company’s performance is also linked to general economic conditions in the retail industry, including conditions that affect consumers’ spending behaviors and disposable income. To the extent that any of these conditions occur, they may affect market rents for convenience space. In addition, the Company may face challenges in the management and maintenance of its properties or incur increased operating costs, such as real estate taxes, insurance and utilities, that may make its properties unattractive to tenants.
In addition, the Company’s properties compete with other shopping centers and commercial venues in attracting and retaining retailers. As of December 31, 2025, leases at the Company’s properties were scheduled to expire on a total of approximately 10.1% of leased GLA during 2026. For those leases that renew, rental rates upon renewal may be lower than current rates. For those leases that do not renew, the Company may not be able to promptly re-lease the space on favorable terms. In these situations, the Company’s financial condition, results of operations and cash flows could be adversely impacted.
The Company’s dependence on rental income may adversely affect the Company’s results of operations in the event of significant occupancy loss.
Substantially all of the Company’s income is derived from rental income from real property. As a result, the Company’s performance depends on the ability of its tenants to pay timely the full amount of rent due under their leases. The Company’s income would be negatively affected in the event of bankruptcy or insolvency of, or a downturn in the business of, a significant number of its tenants, or in the event that such tenants decline to extend or renew leases upon expiration. In the event the Company is able to re-lease spaces vacated by bankrupt, distressed or non-renewing tenants, the downtime and capital expenditures required in the re-leasing process may adversely affect the Company’s results of operations.
Inflation could adversely impact the Company’s real estate operations due to increases in construction costs or operating expenses in excess of rental income.
Inflationary pressures pose risks to the Company’s business, tenants and the U.S. economy. Inflation could cause construction costs, maintenance costs, operating and general and administrative expenses and interest expense to rise. The Company may incur construction costs for a project that exceed its original estimates due to high interest rates, increased materials, labor, leasing or other costs, labor shortages, material shortages or supply chain delays, or unanticipated technical difficulties, which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increase in construction costs.
Inflationary pressures and rising interest rates could also result in reductions in retail-sector profitability and consumer discretionary spending, which could impact tenant demand for new and existing locations and the Company’s ability to maintain and grow rents. Increasing interest rates or capital availability constraints may also adversely impact the transaction market, including the availability of acquisition financing, asset values and the Company’s ability to buy properties. A sustained or further increase in inflation could have a negative impact on variable-rate debt that the Company may incur in the future. Any of the foregoing risks could have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases.
Costs associated with the Company’s business, such as utilities, insurance and real estate taxes, are relatively inflexible and generally do not decrease in the event that a property is not fully occupied, rental rates decrease, a tenant fails to pay rent or other circumstances cause the Company’s revenues to decrease. Although most of the Company’s leases require tenants to pay their share of property operating expenses, some tenants may be unable to absorb large expense increases and such increased expenses may limit tenants’ ability to pay higher base rents upon renewal or renew leases at all. Other aspects of the Company’s operating costs may also increase for reasons beyond the Company’s control, including insurance and real estate taxes. If the Company is unable to lower its operating costs when property-level revenues decline and/or is unable to pass along cost increases to tenants, the Company’s results of operations and cash flows could be adversely impacted.
The Company’s acquisition activities may not produce the cash flows that it expects and may be limited by competitive pressures or other factors.
Growth through convenience property acquisitions is a primary element of the Company’s strategy. Acquisitions of commercial properties entail risks such as the following:
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the Company may not have sufficient operational capacity to scale its business at a rapid enough pace, including by failing to achieve desired volume targets for property acquisitions;
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the Company may incur significant costs in connection with evaluating and negotiating potential acquisitions that the Company subsequently abandons or is otherwise unable to complete, including due to unexpected discoveries in due diligence investigations or insufficient available resources;
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the Company may be unable to identify, or may have difficulty identifying, acquisition opportunities that fit its investment strategy and cost of capital;
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the Company’s estimates on expected occupancy and rental rates may differ from actual conditions;
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the Company’s estimates of the costs of any capital needs of acquired properties may prove to be inaccurate;
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the Company may be unable to operate successfully in new markets where acquired properties are located due to a lack of market knowledge or understanding of local economies;
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the properties may become subject to environmental liabilities that the Company was unaware of at the time the Company acquired the property; or
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the Company may be unable to successfully integrate new properties into its existing operations.
In addition, the Company may face challenges in acquiring suitable convenience properties in the future due to competition for such properties. Competition from an increased number of investors may also adversely impact the Company’s financial returns by making it more expensive to acquire convenience real estate assets. If the Company is not able to execute its acquisition strategy, it could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows and adversely affect the price of the Company’s common stock.
The Company may be unable to manage its growth effectively and be unable to capture the efficiencies of scale that it expects from expansion.
Significant rapid growth could strain the Company’s internal resources, including its personnel, management systems and infrastructure. The Company’s ability to manage future growth effectively may also require the Company to successfully attract, train, motivate, retain, and manage new employees and update its operational, financial, and management controls and procedures.
If the Company is unable to successfully manage the potential difficulties associated with growth for these or any other reasons, the Company may not be able to capture the efficiencies of scale that it expects from expansion, which could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows and adversely affect the price of the Company’s common stock.
Real estate investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms.
Real estate investments generally cannot be disposed of quickly. In addition, the Code imposes restrictions, which are not applicable to other types of real estate companies, on the ability of a REIT to dispose of properties. Therefore, the Company may not be able to diversify or alter its portfolio in response to economic conditions or trends in the convenience real estate sector or consumer behavior promptly or on favorable terms. The Company’s inability to quickly respond to such changes or dispose of properties could adversely affect the value of the Company’s portfolio.
The Company’s real estate investments may contain environmental risks that could adversely affect its results of operations.
The acquisition and ownership of properties may subject the Company to liabilities, including environmental liabilities. The Company’s operating expenses could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations. In addition, under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or to have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may become liable for the costs of removal or remediation of certain hazardous substances released on or in its properties. The Company may also be liable for other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). The Company may incur such liability whether or not it knew of, or was responsible for, the presence of such hazardous or toxic substances. Such liability could be of a substantial magnitude and divert management’s attention from other aspects of the Company’s business and, as a result, could have a material adverse effect on the Company’s financial condition, results of operations, cash flow and its ability to make distributions to stockholders.
Changes in consumer trends, distribution channels and suburban populations may negatively affect revenues.
The Company’s properties are primarily convenience-driven shopping centers generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, and the Company’s tenants are largely dependent on the volume of customer traffic around and within their locations to generate revenue. Therefore, demand for space may be adversely affected by changing consumer trends, changes in shopping or alternative shopping methods (such as e-commerce) and service locations, and overall changes in suburban population or other demographic factors and trends. Decreases in the number of daily convenience trips to the
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Company’s properties for any of the foregoing reasons could have a material adverse effect on the Company’s financial condition and results of operations.
The Company’s properties could be subject to damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties.
Extreme weather conditions may impact the profitability of the Company’s tenants by decreasing traffic at or hindering access to the Company’s properties, which may decrease the amount of rent the Company collects. Furthermore, a number of the Company’s properties are located in regions or states that have exposure or the potential for exposure to natural disasters. Such properties could therefore be affected by hurricanes, tornados, tropical storms, earthquakes, mudslides and wildfires. The potential impacts of climate change on the Company’s operations are highly uncertain but could include local changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperature averages or extremes. More generally, a public health crisis or other catastrophic event could adversely affect economies, financial markets and consumer behaviors and lead to an economic downturn, which could harm the Company’s business, financial condition and results of operations.
The potential increase in the frequency and intensity of natural disasters, extreme weather-related events and climate change in the future may limit the types of insurance coverage and the coverage limits the Company is able to obtain on commercially reasonable terms. Should a loss occur that is uninsured or is in an amount exceeding the aggregate limits for the applicable insurance policy, or in the event of a loss that is subject to a substantial deductible under an insurance policy, the Company could lose all or part of its capital invested in, and anticipated revenue from, one or more of the properties, which could have a material adverse effect on the Company’s financial condition and results of operations, as well as its ability to make distributions to stockholders.
The Company may be adversely impacted by laws, regulations or other issues related to climate change.
The Company may become subject to laws or regulations related to climate change, which could cause its business, financial condition and results of operations to be impacted adversely. The federal government and some states and localities have enacted certain climate change laws and regulations and have begun regulating carbon footprints, the use of carbon credits and greenhouse gas emissions. Although these laws and regulations have not had any known material impact on the Company’s business to date, they could result in substantial costs, including compliance costs, increased energy costs, retrofit costs and construction costs, including monitoring and reporting costs, and capital expenditures for environmental control facilities and other new equipment. The Company cannot predict how future laws and regulations related to climate change will affect the Company’s business, results of operations and financial condition.
Expectations relating to sustainability considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business.
There are certain governments, regulators, investors, employees, tenants, customers and other stakeholders that are focused on sustainability considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion. The Company may make statements about its sustainability initiatives through information provided on its website, press releases and other communications. Disclosures regarding sustainability considerations and the implementation of related initiatives involve risks and uncertainties. Some stakeholders may disagree with the Company’s initiatives and stakeholders’ views related to sustainability may change and evolve over time. Reporting certain environmental metrics also involves the use of estimates and assumptions and reliance on third-party information that cannot be independently verified by the Company if it is available at all. The Company may incur additional costs and devote additional resources to implement sustainability initiatives and comply with increasing environmental disclosure obligations, including disclosures relating to the impact of climate change on the Company’s business. Any failure, or perceived failure, by the Company to further its initiatives, adhere to its public statements, accurately report sustainability metrics and progress, comply with federal or state laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against the Company and/or materially adversely affect the Company’s business, reputation, financial condition, results of operations and stock price.
Crime or civil unrest may affect the markets in which the Company operates its business and its profitability.
The Company’s properties are generally located near major metropolitan areas or other areas that are susceptible to property and violent crime, including mass shootings. Increased incidence of property crime, such as shoplifting or damage caused by civil unrest, could reduce tenant profitability or demand for space and, as a result, decrease the rents the Company is able to collect from affected properties. Furthermore, any kind of violent criminal acts or civil unrest could alter shopping habits or otherwise deter customers from visiting the Company’s convenience properties. The Company may also incur increased expenses as a result of its efforts to provide enhanced security measures at its properties to contend with criminal or other threats. Any of the foregoing circumstances could have a negative effect on the Company’s business, the operations of its tenants and the value of its properties.
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The Company’s real estate assets may be subject to impairment charges.
On a periodic basis, the Company assesses whether there are any indicators that the value of its real estate assets may be impaired. A property’s value is impaired only if the estimate of the aggregate future cash flows (undiscounted and without interest charges) to be generated by the property are less than the carrying value of the property. In the Company’s estimate of projected cash flows, it considers factors such as expected future operating income, trends and prospects, the effects of demand, competition and other factors. If the Company is evaluating the potential sale of an asset, the undiscounted future cash flows considerations include the most likely course of action at the balance sheet date based on current plans, intended holding periods and available market information. The Company is required to make subjective assessments as to whether there are impairments in the value of its real estate assets. These assessments have a direct impact on the Company’s earnings because recording an impairment charge results in an immediate negative adjustment to earnings. There can be no assurance that the Company will not take significant impairment charges in the future. Any future impairment could have a material adverse effect on the Company’s results of operations in the period in which the charge is taken.
A disruption, failure or breach of the networks or systems on which the Company relies, including as a result of cyber-attacks, could harm its business.
The Company relies extensively on computer systems to manage its business. The Company primarily depends on third parties, including SITE Centers pursuant to the Shared Services Agreement entered into between the Company, the Operating Partnership and SITE Centers (the “Shared Services Agreement”), to provide important information technology services relating to several key business functions, such as payroll, human resources, electronic communications, financial reporting and certain finance functions. SITE Centers regularly reviews its information technology systems and engages with third-party providers to upgrade and stay current on system updates, including operating system updates, security-related patching, and ongoing systems maintenance. Consistent with this effort, SITE Centers has transitioned from its existing financial system to a software-as-a-service solution focused on improving functionality, increasing the longevity of the system, safeguarding the confidentiality and integrity of our data, and maintaining the availability of the financial system. As with all system upgrades there is level of risk that is considered, and steps taken to reduce the operational impacts following the implementation of the system. If there are issues with the new system, it could negatively impact the Company’s financial data and may result in inaccurate financials or delays in the Company’s periodic reports with the SEC. The systems provided by SITE Centers and third-party providers are also subject to damage or interruption from power outages, facility damage, computer or telecommunications failures, computer viruses, security breaches, vandalism, natural disasters, catastrophic events, human error and potential cyber threats, including phishing attacks, ransomware and other sophisticated cyber-attacks. Although such third parties employ a number of measures to prevent, detect and mitigate cyber threats, including password protection, firewalls, backup servers, threat monitoring and periodic penetration testing, the techniques used to obtain unauthorized access change frequently, including as a result of emerging technologies such as artificial intelligence and machine learning, and there is no guarantee that the efforts to prevent unauthorized access will be successful. In addition, cybersecurity threat actors are increasingly sophisticated and are targeting employees, contractors, service providers and third parties through various techniques that involve social engineering and/or misrepresentation. Should they occur, these threats could compromise the confidential information of the Company’s tenants, employees and third-party vendors; disrupt the Company’s business operations and the availability and integrity of data in the Company’s systems; and result in litigation, violation of applicable privacy and other laws, investigations, actions, fines or penalties. In the event of damage or disruption to the Company’s business due to these occurrences, the Company may not be able to successfully and quickly recover all of its critical business functions, assets and data. Furthermore, while SITE Centers maintains insurance for which the Company is an additional insured, the coverage may not sufficiently cover all types of losses, claims or fines that may arise. For additional information see Item 1C. “Cybersecurity— Information Technology and Cybersecurity” in Part I of this Annual Report on Form 10-K.
The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.
As with many technological innovations, artificial intelligence (“AI") presents great promise but also risks and challenges that could adversely affect our business. Sensitive, proprietary, or confidential information of the Company, our tenants, employees and business partners could be leaked, disclosed, or revealed as a result of or in connection with the use of generative AI technologies by our employees or vendors. Any such information input into a third-party generative AI or machine learning platform could be revealed to others, including if information is used to train the third party's generative AI or machine learning models. Additionally, where a generative AI or machine learning model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, which may appear correct. Due to these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability. In addition, uncertainty in the legal and regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time. Several jurisdictions have already proposed or enacted laws governing AI and may decide to adopt similar or
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more restrictive legislation that may render the use of such technologies challenging. These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations.
The Company was recently organized and employs a business model with a limited track record, and it may not be able to operate its business successfully or execute its business plan.
The Company was organized in 2023 and has a limited operating history. Furthermore, the Company is the first publicly traded REIT focused exclusively on the convenience real estate sector. Convenience real estate sector assets have historically been owned and managed by private and individual investors in local markets or as part of larger, more diversified real estate portfolios. The Company’s business strategy involves operating as a pure-play convenience retail REIT that exclusively owns and manages these types of properties. No publicly traded peer REIT exists. Therefore, there are limited long-term track records available that might assist it in predicting whether its business model and investment strategy can be scaled and sustained over an extended period of time. The Company cannot assure you that it will be able to operate its business successfully or implement its business strategy as described in this Annual Report on Form 10-K. If the Company encounters unanticipated problems as it continues to refine its business model or is unable to scale or operate its business successfully, it could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows and adversely affect the price of the Company’s common stock, and you could lose all or a portion of the value of your ownership in its common stock.
It may also be difficult for you to evaluate the Company’s potential future performance without the benefit of established long-term track records from companies implementing a similar business model. As a result, ownership of the Company’s common stock may entail more risk than an investment in the common stock of a more conventional real estate company or one with a substantial operating history.
The historical combined financial information is not necessarily indicative of the Company’s future financial condition, results of operations or cash flows nor does it reflect what the Company’s financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.
The historical results of operations and liquidity and capital resources of Curbline prior to the Spin-Off, which occurred on October 1, 2024, do not represent the historical results of operations and liquidity and capital resources of a legal entity, but rather a combination of entities under common control that have been “carved-out” of SITE Centers’ consolidated financial statements and presented on a combined basis. The historical combined financial information included in this Annual Report on Form 10-K does not reflect what the Company’s financial condition, results of operations or cash flows would have been as an independent public company during the periods presented and is not necessarily indicative of the Company’s future financial condition, future results of operations or future cash flows. This is primarily a result of the following factors:
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the historical combined financial results reflect allocations of expenses for services historically provided by SITE Centers, and may not fully reflect the increased costs associated with being an independent public company, including significant changes that have occurred and will occur in the Company’s cost structure, management and business operations as a result of the separation from SITE Centers;
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the working capital requirements and capital expenditures historically have been satisfied as part of SITE Centers’ corporate-wide capital access, capital allocation and cash management programs; and
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the Company’s capital structure may be significantly different from that reflected in the historical combined financial statements.
Please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and the financial statements and corresponding notes included elsewhere in this Annual Report on Form 10-K.
Risks Related to the Company’s Indebtedness and Capital Structure
The Company may not be able to obtain additional capital to make investments or finance its operations.
The Company’s principal amount of outstanding indebtedness as of February 9, 2026 was $600.0 million. As part of its growth strategy, the Company may incur a substantial amount of additional debt to finance future acquisitions, including debt that refinances or replaces its existing indebtedness. If the cost or amount of our debt increases or the Company cannot refinance its debt in sufficient amounts or on acceptable terms, we are at risk of default on our obligations, which could have a material adverse effect on the Company, including its ability to make distributions to its stockholders.
Incurring additional debt or other obligations, such as preferred equity, including any refinancing or replacement thereof, could
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have important consequences for the Company, including (i) decreasing the Company’s overall profitability, (ii) increasing the Company’s vulnerability to adverse economic or industry conditions, (iii) limiting the Company’s ability to obtain additional financing on acceptable terms, or at all, to fund capital expenditures and acquisitions, particularly when the availability of financing in the capital markets is limited, (iv) subjecting the Company to additional financial and other restrictive covenants, which could limit its operating flexibility and performance, (v) requiring a substantial portion of the Company’s cash flows from operations for the payment of interest on debt and reducing the Company’s ability to use its cash flows to fund working capital, capital expenditures, acquisitions, and general corporate requirements, and to make distributions and (vi) placing the Company at a competitive disadvantage to less leveraged competitors.
In addition, to qualify as a REIT, the Company generally must, among other things, distribute at least 90% of its REIT taxable income (excluding any net capital gains) to its stockholders each year. Because of these distribution requirements, the Company may require third-party sources of capital, including secured debt and common and preferred equity financings, to fund capital needs and expenses. Economic conditions and conditions in the capital markets may not be favorable at the time the Company needs to raise capital, which may cause the Company to seek alternative sources of potentially less attractive financing and may require it to adjust its business plan accordingly. Disruptions in the financial markets may also have a material adverse effect on the market value of the Company’s common stock and other adverse effects on the Company.
The Company is exposed to interest rate risk, and there can be no assurance that it will manage or mitigate this risk effectively.
The Company has entered into various interest rate derivative agreements to effectively fix its exposure to interest rates under the Company’s existing debt facilities. To the extent interest rates are higher than the fixed rate in the respective contract, the Company would realize cash savings as compared to other market participants. However, to the extent interest rates are below the fixed rate in the respective contract, the Company would make higher cash payments than other similar market participants, which would have an adverse effect on its cash flows as compared to other market participants.
Additionally, there is counterparty risk associated with entering into interest rate derivative contracts. Should market conditions lead to default, insolvency or make a merger necessary for one or more of the Company’s counterparties, or potential future counterparties, it is possible that the terms of the interest rate derivative contracts will not be honored in their current form with a replacement counterparty. The potential termination or renegotiation of the terms of the interest rate derivative contracts as a result of changing counterparties through default, insolvency or merger could result in an adverse impact on the Company’s results of operations and cash flows.
The Company’s financial condition and operating activities could be adversely affected by financial covenants which may curtail investment activities, require the Company to sell securities or alter or restrict distributions.
The instruments governing the Company’s debt contain, and the Company expects that similar agreements in the future will contain, financial 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. These covenants may affect the Company’s distribution and operating policies, its ability to incur additional debt and its ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. In addition, failure to meet certain of these financial covenants could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness which could have a material adverse effect on us.
Risks Related to the Company’s Relationship with SITE Centers
The Company may have conflicts of interest with SITE Centers.
The Company is subject to conflicts of interest arising out of its relationship with SITE Centers. Conflicts with the Company’s business and interests may arise from involvement in activities related to the allocation of SITE Centers and the Company’s management time and services between the Company and SITE Centers. For example, David Lukes serves as a director and Chief Executive Officer of both SITE Centers and the Company, and John Cattonar serves as Chief Investment Officer for both SITE Centers and the Company and as a director of SITE Centers, which could cause them to devote less time and attention to the Company’s business than they would if they only served in their positions for the Company. Members of management may become subject to certain financial conflicts of interest, including conflicts of interest associated with their incentive compensation from the Company and/or SITE Centers. Furthermore, members of the Curbline Board and the Company’s management may continue to own shares of SITE Centers, which could create, or appear to create, potential conflicts of interest if the Company’s directors and executive officers are faced with decisions that could have different implications for SITE Centers and the Company.
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In addition, the Company’s agreements with SITE Centers could also lead to, or appear to cause, conflicts of interest. For example, pursuant to the Shared Services Agreement, the Operating Partnership or its affiliates provide SITE Centers (i) leadership and management services that are of a nature customarily performed by leadership and management overseeing the business and operation of a REIT similarly situated to SITE Centers, including supervising various business functions of SITE Centers necessary for the day-to-day management operations of SITE Centers and its affiliates and (ii) transaction services that are of a nature customarily performed by a dedicated transactions team within an organization similarly situated to SITE Centers, and SITE Centers provides the Operating Partnership the services of its employees and the use or benefit of SITE Centers’ assets, offices and other resources as may be necessary or useful to establish and operate various business functions of the Operating Partnership or its affiliates in a manner as would be established and operated for a REIT similarly situated to the Company. Under the Shared Services Agreement, the personnel providing services to the Operating Partnership are employees of SITE Centers, and the personnel providing leadership and management services to SITE Centers are employees of the Company, the Operating Partnership or one of their affiliates. As such, conflicts of interest may arise in connection with the performance of the services provided by the Operating Partnership or SITE Centers and the allocation of priority to providing such services. Conflicts of interest could likewise arise in connection with the resolution of any dispute among SITE Centers, the Company and the Operating Partnership regarding the terms of the agreements governing the separation, including expense and revenue allocation determinations among SITE Centers, the Company and the Operating Partnership. Conflicts of interest may also arise from the lease of vacant space or renewal of existing leases at the Company’s properties, which may be located near and compete with properties owned or managed by affiliates of SITE Centers.
In certain circumstances, the Shared Services Agreement may be terminated by SITE Centers, including for convenience effective October 1, 2026. If SITE Centers were to terminate the Shared Services Agreement prior to expiration for convenience or otherwise, the Company may not be able to successfully or quickly replace the services being provided by SITE Centers under the agreement, which could have a material adverse effect on the Company’s business, financial condition and results of operations.
The agreements with SITE Centers were not negotiated at an arm’s-length basis and may not be on the same terms as if they had been negotiated with an unaffiliated third party.
The Separation and Distribution Agreement, the Tax Matters Agreement entered into between the Company, the Operating Partnership and SITE Centers (the “Tax Matters Agreement”), the Employee Matters Agreement entered into between the Company, the Operating Partnership and SITE Centers (the “Employee Matters Agreement”), the Shared Services Agreement and other agreements governing ongoing relationships have been negotiated between related parties and the 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.
For example, the allocation of assets, liabilities, expenses, rights, durations, indemnification and other obligations among SITE Centers, the Company and the Operating Partnership under these agreements may have been different if agreed to by unaffiliated parties. It is unlikely that an unaffiliated third party would be willing or able to perform certain of these agreements or provide similar services to the Company on the same terms or at all.
It is possible that the Company may not obtain a fair market value tax basis in the Company’s assets as a result of the distribution.
The distribution was structured, and SITE Centers and the Company treated it for U.S. federal income tax purposes as, a taxable distribution of shares in the Company to SITE Centers’ common shareholders. SITE Centers and the Company took (and are generally obligated pursuant to the Tax Matters Agreement to take) the position for tax purposes that such shares were distributed to such shareholders at the close of business on the day of the distribution, and that immediately prior to such distribution, the Company shall be treated as acquiring all of its assets (and assuming all of its liabilities) from SITE Centers in exchange for the Company’s stock. It is possible, however, that the Internal Revenue Service (“IRS”) may conclude that the tax basis of the Company’s assets equals their historic tax basis.
The Company may not achieve some or all of the expected benefits of the separation from SITE Centers, and the separation may have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed due to a variety of circumstances, not all of which may be under the Company’s control. These circumstances include, among others: (i) disruption of the Company’s ongoing business or inconsistencies in its services, standards, controls, procedures and policies, which could adversely affect its ability to maintain relationships with tenants and (ii) increased susceptibility to market fluctuations and other adverse events following the separation. Failure to achieve some or all of the benefits expected to result from the separation, or a delay in realizing such benefits, may have a material adverse effect on the Company’s business, financial condition and results of operations.
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Risks Related to the Company’s Taxation as a REIT
If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significanttax liability, which may have a significant adverse consequence to the value of the Company’s stock.
The Company intends to operate in a manner that allows it to qualify as a REIT for U.S. federal income tax purposes. However, REIT qualification requires that the Company satisfy numerous requirements (some on an annual or quarterly basis) established under highly technical and complex provisions of the Code, for which there are a limited number of judicial or administrative interpretations. The Company’s status as a REIT requires an analysis of various factual matters and circumstances that are not entirely within its control. Accordingly, the Company’s ability to qualify and remain qualified as a REIT for U.S. federal income tax purposes is not certain. Even a technical or inadvertent violation of the REIT requirements could jeopardize the Company’s REIT qualification. Furthermore, Congress or the IRS might change the tax laws or regulations, and the courts could issue new rulings, in each case potentially having a retroactive effect that could make it more difficult or impossible for the Company to continue to qualify as a REIT. If the Company fails to qualify as a REIT in any tax year, the following will result:
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the Company would be taxed as a regular domestic corporation, which, among other things, means that it would be unable to deduct distributions to its stockholders in computing its taxable income and would be subject to U.S. federal income tax on its taxable income at regular corporate rates;
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any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to stockholders and could force the Company to liquidate assets or take other actions that could have a detrimental effect on its results of operations; and
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unless the Company were entitled to relief under applicable statutory provisions, it would be disqualified from treatment as a REIT for the four taxable years following the year during which the Company lost its qualification, and its cash available for debt service obligations and distribution to its stockholders, therefore, would be reduced for each of the years in which the Company does not qualify as a REIT.
Even if the Company remains qualified as a REIT, it may face other tax liabilities that directly or indirectly reduce its cash flow. The Company’s TRSs are subject to taxation, and any changes in the laws affecting the Company’s TRSs may increase the Company’s tax expenses. The Company may also be subject to certain federal, state and local taxes on its income and property either directly or at the level of its subsidiaries. Any of these taxes would decrease cash available for debt service obligations and distribution to the Company’s stockholders.
If certain subsidiaries fail to qualify as partnerships or disregarded entities for U.S. federal income tax purposes, the Company may not qualify as a REIT.
The Company believes the Operating Partnership and other subsidiary partnerships and limited liability companies that do not elect REIT or TRS status have been and/or will be classified as partnerships or disregarded entities for U.S. federal income tax purposes. The Company’s ownership of interests in such subsidiaries involve special tax considerations, including the possibility that the IRS might challenge the status of these entities as partnerships or disregarded entities, as opposed to associations taxable as corporations, for U.S. federal income tax purposes. If one or more of the Company’s subsidiary partnerships or disregarded entities were treated as an association taxable as a corporation, the subsidiary partnership or disregarded entity would be subject to U.S. federal income taxes on its income. In that case, the character of the entity and its income would change for purposes of the asset and income tests applicable to REITs and could prevent the Company from satisfying these tests. This, in turn, could prevent the Company from qualifying as a REIT.
Compliance with REIT requirements may negatively affect the Company’s operatingdecisions.
To maintain its status as a REIT for U.S. federal income tax purposes, the Company must meet certain requirements on an ongoing basis, including requirements regarding its sources of income, the nature and diversification of its assets, the amounts the Company distributes to its stockholders and the ownership of its stock. The Company may also be required to make distributions to its stockholders when it does not have funds readily available for distribution or at times when the Company’s funds are otherwise needed to fund capital expenditures.
In addition, the REIT provisions of the Code impose a 100% tax on income from “prohibited transactions.” Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or other property held for sale to customers in the ordinary course of business. This 100% tax could affect the Company’s decisions to sell property if it believes such sales could be treated as a prohibited transaction. However, the Company would not be subject to this tax if it were to sell assets through a TRS. The Company will also be subject to a 100% tax on certain amounts if the economic arrangements between the Company and its TRSs are not comparable to similar arrangements among unrelated parties.
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The Company may be forced to sell its securities or borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to curtail its investment activities and/or to dispose of assets at inopportune times, which could materially and adversely affect the Company.
To qualify as a REIT, the Company generally must distribute to stockholders at least 90% of its REIT taxable income each year, determined without regard to the dividends paid deduction and excluding any net capital gains, and the Company will be subject to regular corporate income taxes on its undistributed taxable income to the extent that the Company distributes less than 100% of its REIT taxable income, determined without regard to the dividends paid deduction and including any net capital gains, each year. In addition, the Company will be subject to a 4% non-deductible excise tax on the amount, if any, by which distributions paid by the Company in any calendar year are less than the sum of 85% of the Company’s ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years. The Company could have a potential distribution shortfall as a result of, among other things, differences in timing between the actual receipt of cash and recognition of income for U.S. federal income tax purposes or the effect of nondeductible capital expenditures or the creation of reserves. In order to maintain REIT status and avoid the payment of income and excise taxes, the Company may need to sell its securities at unfavorable prices, borrow funds, or find other sources of funds in order to meet the REIT distribution requirements. The Company may not be able to borrow funds on favorable terms or at all. The Company’s access to third-party sources of capital depends on a number of factors, including the market’s perception of the Company’s growth potential, the market price of common stock and current and potential future earnings. The Company cannot assure stockholders that it will have access to such capital on favorable terms at the desired times, or at all, which may cause the Company to curtail its investment activities and/or to dispose of assets at inopportune times and could materially and adversely affect the Company. The Company may make taxable in-kind distributions of common stock, which may cause stockholders to be required to pay income taxes with respect to such distributions in excess of any cash received, or the Company may be required to withhold taxes with respect to such distributions in excess of any cash stockholders receive.
Dividends paid by REITs generally do not qualify for reduced tax rates.
In general, the maximum U.S. federal income tax rate for dividends paid to individual U.S. stockholders is 20%. Due to its REIT status, the Company’s distributions to individual stockholders generally are not eligible for the reduced rates. However, U.S. stockholders that are individuals, trusts or estates generally may deduct up to 20% of the ordinary dividends (e.g., REIT dividends that are not designated as capital gain dividends or qualified dividend income) received from a REIT. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6%, assuming the stockholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts or estates may perceive investments in REITs to be relatively less attractive than investments in stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of the Company’s common stock.
Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of the Company’s common stock if the Company does not qualify as a “domestically controlled” REIT.
A foreign person disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests, is generally subject to U.S. federal income tax on any gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is “domestically controlled.” In general, the Company will be a domestically controlled REIT if at all times during the five-year period ending on the applicable stockholder’s disposition of the Company’s stock, less than 50% in value of the stock was held directly or indirectly by non-U.S. persons. Final Treasury regulations issued in April 2024require a REIT to “look through” certain foreign controlled domestic corporations to their owners when determining whether the REIT is domestically controlled. Proposed Treasury regulations published on October 21, 2025, eliminate look-through treatment for non-public domestic corporations owned 50% or more by foreign persons for purposes of determining whether a REIT is domestically controlled. Taxpayers are permitted to rely on those proposed regulations until final regulations are issued or the proposed regulations are revoked. If the Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of the Company’s common stock would be subject to U.S. federal income tax unless the common stock was traded on an established securities market and the foreign stockholder did not at any time during a specific testing period directly or indirectly own more than 10% of the Company’s outstanding common stock.
Legislative or other actions affecting REITs could have a negative effect on the Company or its stockholders.
The laws and regulations dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect the Company or its stockholders. The Company cannot predict how changes in the tax laws might affect stockholders or the Company. New legislation, Treasury regulations, administrative interpretations or court decisions could significantly and negatively affect the Company’s ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification or the U.S. federal income tax consequences of an investment in the Company. In addition, the law
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relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. Furthermore, potential amendments and technical corrections, as well as interpretations and implementation of regulations by the Treasury and IRS, may have or may in the future occur or be enacted, and, in each case, they could lessen or increase the impact of significant tax legislation, such legislation commonly known as the “Tax Cuts and Jobs Act” that was passed in December 2017 (the “TCJA”) and legislation commonly known as the “One Big Beautiful Bill Act” (the “OBBBA”), which was signed into law on July 4, 2025, and made permanent many of the TCJA’s provisions. In addition, states and localities, which often use federal taxable income as a starting point for computing state and local tax liabilities, continue to react to the OBBBA, and these may exacerbate its negative, or diminish its positive, effects on the Company. It is impossible to predict the nature or extent of any new tax legislation, regulation or administrative interpretations, but such items could adversely affect the Company’s financial condition, results of operations and/or future business planning.
Risks Related to Company’s Ownership of Interests in the Operating Partnership
Certain Operating Partnership assets may have book-tax differences, which may cause the Company to recognize taxable income in excess of cash proceeds and affect the Company’s ability to comply with REIT distribution requirements.
In general, when property is contributed to a partnership in exchange for a partnership interest, the partnership inherits the carry-over tax basis of the contributing partner in the contributed property. Any difference between the fair market value and the adjusted tax basis of contributed property at the time of contribution is referred to as a “book-tax difference.” Certain of the Operating Partnership’s assets may have book-tax differences, and the agreement of limited partnership of the Operating Partnership requires such allocations to be made in a manner consistent with Section 704(c) of the Code. As a result, the Company may be allocated lower amounts of depreciation and other deductions for tax purposes, and possibly greater amounts of taxable income in the event of a disposition, as compared to its share of such items for economic or book purposes. Thus, these rules may cause the Company to recognize taxable income in excess of cash proceeds, which might adversely affect the Company’s ability to comply with the REIT distribution requirements.
The Company will be liable for any under-withholdings with respect to any non-U.S. limited partner’s share of Operating Partnership income.
In the event the Company admits a non-U.S. limited partner into the Operating Partnership, the Operating Partnership generally will be required to withhold with respect to the non-U.S. limited partner’s share of the Operating Partnership income (with such rates based on the character of the items comprising the income and the status of the limited partner for U.S. federal income tax purposes), regardless of the amounts distributed to such non-U.S. limited partner. The Operating Partnership may also be required to withhold on distributions made to a transferee who acquires units from a non-U.S. limited partner if the transferee did not properly withhold. The Company will be liable for any under-withholdings (including interest and penalties).
The Operating Partnership and any subsidiary partnerships may be subject to a U.S. federal income tax audit and the Company may be required to bear the economic cost of its attributable share of taxes.
Under the rules applicable to federal income tax audits of partnerships (such as the Operating Partnership), the partnership itself may be liable for a hypothetical increase in partner-level taxes (including interest and penalties) resulting from an adjustment of “partnership-related items” on audit, regardless of changes in the composition of the partners (or their relative ownership) between the year under audit and the year of the adjustment. The rules also include an elective alternative method under which the additional taxes resulting from the adjustment are assessed from the affected direct or indirect partners (often referred to as a “push-out election”), subject to a higher rate of interest than otherwise would apply. It is possible that these rules could result in partnerships in which the Company directly or indirectly invests, including the Operating Partnership, being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and the Company, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties, including in situations where the Company, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.
Risks Related to the Company’s Organization, Structure and Ownership
Provisions of the Company’s Charter and Bylaws could have the effect of delaying, deferring or preventing a change in control, even if that change may be considered beneficial by some of the Company’s stockholders.
The Charter and the Bylaws contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by the Curbline Board. Among other things, the Charter and Bylaws include provisions:
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initially dividing the Curbline Board into three classes;
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providing that removal of a member of the Curbline Board can only be for cause prior to the conclusion of the annual meeting of the stockholders to be held in 2027;
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prohibiting any person, except for certain stockholders as set forth in the Charter, from owning more than 8% of the Company’s outstanding common stock prior to an exempt holder reduction event or more than 9.8% of the Company’s outstanding common stock from and after an exempt holder reduction event in order to maintain the Company’s status as a REIT;
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authorizing “blank check” preferred stock, which could be issued by the Curbline Board without stockholder approval and may contain voting, liquidation, dividend and other rights superior to the Company’s common stock;
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providing that the Curbline Board may increase its size and that any vacancy on the Curbline Board may be filled only by the affirmative vote of a majority of the remaining directors then in office;
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providing that special meetings of the stockholders may only be called by the Curbline Board, certain executive officers of the Company or upon the written request of stockholders entitled to cast not less than a majority of all the votes entitled to be cast on such matter at such meeting;
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providing that stockholders may not act by written consent unless (a) such written consent is unanimous or (b) the action is advised, and submitted to the stockholders for approval, by the Curbline Board and such written consent of a majority of votes entitled to be cast is delivered to the Company in accordance with the Maryland General Corporation Law, or the MGCL; and
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requiring advance notice of stockholder proposals for business to be conducted at meetings of the Company’s stockholders and for nominations of candidates for election to the Curbline Board.
These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in the Company’s management. The Company believes these provisions protect its stockholders from coercive or otherwise unfair takeover tactics and are not intended to make the Company immune from takeovers. However, these provisions apply even if the offer may be considered beneficial by some stockholders and could delay, defer or prevent an acquisition that the Board of Directors determines is not in the best interests of the Company and its stockholders, which under certain circumstances could reduce the market price of its common stock.
The Company’s authorized but unissued common and preferred stock may prevent a change in the Company’s control.
The Charter authorizes the Company to issue additional authorized but unissued shares of common or preferred stock. In addition, the Curbline Board may, without stockholder approval, amend the Charter to increase the aggregate number of its shares of capital stock or the number of its shares of capital stock of any class or series that the Company has authority to issue and classify or reclassify any unissued common or preferred stock and set the preferences, rights and other terms of the classified or reclassified stock. As a result, the Curbline Board may establish a class of common or preferred stock that could delay or prevent a transaction or a change in control that might involve a premium price for the Company’s common stock or otherwise be in the best interest of the Company’s stockholders.
The Company has significant stockholders who may exert influence on the Company as a result of their considerable beneficial ownership of the Company’s common stock, and their interests may differ from the interests of other stockholders.
The Company has stockholders, including Mr. Alexander Otto, who is a member of the Board of Directors, who, because of their considerable beneficial ownership of the Company’s common stock, are in a position to exert significant influence over the Company. These stockholders may exert influence with respect to matters that are brought to a vote of the Company’s Board of Directors and/or the holders of the Company’s common stock. Among others, these matters include the election of the Company’s Board of Directors, corporate finance transactions and joint venture activity, merger, acquisition and disposition activity, and amendments to the Company’s Charter and Bylaws. In the context of major corporate events, the interests of the Company’s significant stockholders may differ from the interests of other stockholders. For example, if a significant stockholder does not support a merger, tender offer, sale of assets or other business combination because the stockholder judges it to be inconsistent with the stockholder’s investment strategy, the Company may be unable to enter into or consummate a transaction that would enable other stockholders to realize a premium over the then-prevailing market prices for common stock. Furthermore, significant stockholders of the Company may sell in the future substantial amounts of the Company’s common stock in the public market to enhance the stockholders’ liquidity positions, fund alternative investments or for other reasons. This could cause the trading price of the Company’s common stock, to decline significantly, resulting in other stockholders being unable to sell their common stock at favorable prices. The Company cannot predict or control how the Company’s significant stockholders may use the influence they have as a result of their common stock holdings.
The Company’s Board of Directors may change significant corporate policies without stockholder approval.
The Company’s strategies and investment, financing and dividend policies will be determined by its Board of Directors. These strategies and policies may be amended or revised at any time at the discretion of the Board of Directors without a vote of the
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Company’s stockholders. A change in any of these strategies and policies could have an adverse effect on the Company’s financial condition, results of operations and cash flow and on its ability to pay dividends to stockholders.
Maryland law may limit the ability of a third party to acquire control of the Company.
The MGCL provides protection for Maryland corporations against unsolicited takeovers by limiting, among other things, the duties of the directors in unsolicited takeover situations. The duties of directors of Maryland corporations do not require them to (a) accept, recommend or respond to any proposal by a person seeking to acquire control of the corporation, (b) authorize the corporation to redeem any rights under, or modify or render inapplicable, any stockholder rights plan, (c) make a determination under the Maryland Business Combination Act, or (d) act or fail to act solely because of the effect the act or failure to act may have on an acquisition or potential acquisition of control of the corporation or the amount or type of consideration that may be offered or paid to the stockholders in an acquisition. Moreover, under the MGCL, the act of a director of a Maryland corporation relating to or affecting an acquisition or potential acquisition of control is not subject to any higher duty or greater scrutiny than is applied to any other act of a director. The MGCL also contains a statutory presumption that an act of a director of a Maryland corporation satisfies the applicable standards of conduct for directors under the MGCL.
The MGCL also provides that, unless exempted, certain Maryland corporations may not engage in business combinations, including mergers, dispositions of 10% or more of its assets, certain issuances of shares of stock and other specified transactions, with an “interested stockholder” or an affiliate of an interested stockholder for five years after the most recent date on which the interested stockholder became an interested stockholder, and thereafter unless specified criteria are met. An interested stockholder is generally a person owning or controlling, directly or indirectly, 10% or more of the voting power of the outstanding stock of the Maryland corporation, unless the stock had been obtained in a transaction approved by its board of directors. These and other provisions of the MGCL could have the effect of delaying, deferring or preventing a proxy contest, tender offer, merger or other change in control, which may have a material adverse effect on the Company’s business, financial condition and results of operations.
Conflicts of interest may exist or could arise in the future with the Operating Partnership and its limited partners, which may impede business decisions that could benefit stockholders.
Conflicts of interest may exist or could arise as a result of the relationships between the Company and its affiliates, on the one hand, and the Operating Partnership or any partner thereof, on the other. The Company’s directors and officers have duties to the Company and its stockholders under applicable Maryland law in connection with their management of the Company. At the same time, the Company, as general partner of the Operating Partnership, has duties to the Operating Partnership and to its limited partners under Delaware law in connection with the management of the Operating Partnership. The Company’s duties to the Operating Partnership and its limited partners as the general partner may come into conflict with the duties of the Company’s directors and officers to the Company and its stockholders. These conflicts may be resolved in a manner that is not in the best interest of the Company’s stockholders.
Curbline Properties Corp. is a holding company with no direct operations and expects to rely on distributions received from the Operating Partnership to make distributions to stockholders.
The Company operates through an UPREIT structure. Therefore, Curbline Properties Corp. is a holding company that conducts all of its operations through the Operating Partnership, a subsidiary, and expects to rely on distributions from the Operating Partnership to make any distributions to stockholders and to meet any of its obligations. The ability of the Operating Partnership to make distributions to Curbline Properties Corp., and the ability of subsidiaries of the Operating Partnership to make distributions to the Operating Partnership, will depend on the respective results of operations and any restrictions imposed on them by creditors or otherwise. In addition, the claims of the Company’s stockholders will be structurally subordinated to all existing and future liabilities and other obligations and any preferred equity of the Operating Partnership and its subsidiaries, including in the case of any liquidation, bankruptcy or reorganization of the Company.
Risks Related to the Company’s Common Stock
Changes in market conditions could adversely affect the market price of the Company’spublicly traded securities.
As with other publicly traded securities, the market price of the Company’s publicly traded securities depends on various market conditions, which may change from time to time. Among the market conditions that may affect the market price of the Company’s publicly traded securities are the following:
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the Company’s actual or projected financial condition, results of operations, cash flows and liquidity, or changes in business strategies or prospects;
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the market’s perception of the Company’s potential and future cash dividends;
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changes in the valuation and capitalization rates applicable to the Company’s properties;
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the ability to acquire additional assets on a timely basis and on attractive terms;
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actual or perceived conflicts of interest with SITE Centers and individuals, including the Company’s executives, or any termination of the agreements with SITE Centers;
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equity issuances by the Company, including under the Company’s at-the-market offering program, or stock resales by its significant stockholders, or the perception that such issuances or resales may occur;
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the publication of research reports about the Company or the real estate industry;
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changes in market valuations of similar companies;
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adverse market reaction to the current or future indebtedness the Company incurs;
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additions to or departures of key personnel or members of the Curbline Board;
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speculation in the press or investment community;
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the Company’s failure to meet, or the lowering of, its earnings estimates or those of any securities analysts;
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the extent of institutional investor interest in the Company;
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increases in market interest rates, which may have a negative impact on the number of potential buyers for the Company’s properties and the prices such buyers are willing to pay;
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ability to pay distributions to the Company’s stockholders pursuant to its operating strategy;
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changes to the debt markets which could adversely affect the Company’s ability to raise capital;
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failure of the Company to continue to qualify as a REIT and the Company’s continued qualification as a REIT;
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the reputation of REITs generally and the reputation of REITs with similar businesses;
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the attractiveness of the securities of REITs in comparison to securities issued by other entities (including securities issued by other real estate companies or sovereign governments), bank deposits or other investments;
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price and volume fluctuations in the stock market generally;
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natural disasters and environmental hazards affecting areas in which the Company’s properties are located;
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changes in laws and governmental regulations, including those governing usage, zoning, the environment and taxes;
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political or economic turmoil impacting the economy of areas in which the Company’s properties are located; and
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general market and economic conditions, including the current state of the credit and capital markets and the market for sales and investments in properties similar to those owned by the Company.
Market factors unrelated to the Company’s performance could also negatively impact the market price of its common stock. One of the factors that investors may consider in deciding whether to buy or sell the Company’s common stock is its distribution rate as a percentage of its stock price relative to market interest rates. If market interest rates increase, prospective investors may demand a higher distribution rate or seek alternative investments paying higher dividends or interest. As a result, interest rate fluctuations and conditions in the capital markets can affect the market value of the Company’s common stock. For instance, if interest rates rise, it is likely that the market price of its common stock will decrease as market rates on interest-bearing securities increase.
The Company has not established a minimum distribution payment level, and it cannot assure you of its ability to make distributions in the future.
The Company anticipates making distributions to holders of its common stock to satisfy the requirements to qualify as a REIT and generally not be subject to U.S. federal income and excise tax (other than with respect to operations conducted through a TRS of the Company). 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 to holders of common stock with respect to each taxable year in an amount at least equal to its REIT taxable income for such taxable year. Although the Company expects to declare and pay distributions on a quarterly basis, the Curbline Board will evaluate its distribution policy regularly.
To the extent 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 shares of common stock, and any such distribution of common stock may be taxable as a dividend to stockholders. The Company may also distribute debt or other securities in the future, which also may be taxable as a dividend to stockholders.
Any distributions the Company makes to its stockholders will be at the discretion of the Board of Directors 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 properties, its operating expenses and any other expenditures. As a result, no assurance can be given that the Company will be able to make distributions to its stockholders at any time in the future or the level or timing of any distributions the Company does make.
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Shares eligible for future sale may have adverse effects on the Company’s stock price.
The effect of any future sales of the Company’s common or preferred stock on the market price of its common stock cannot be predicted. Sales of substantial amounts of common stock or preferred stock, or the perception that such sales could occur, may adversely affect the prevailing market price for the Company’s common stock. The Company is not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in such future issuances, which may dilute the existing stockholders’ interests in the Company.
Offerings of debt or equity securities, which would rank senior to the Company’s common stock, may adversely affect the market price for the Company’s common stock.
If the Company decides in the future to issue additional debt or preferred equity securities ranking senior to its common stock, it is likely that they will be governed by an indenture or other instrument containing covenants restricting the Company’s operating flexibility. Additionally, any convertible or exchangeable securities that the Company issues in the future may have rights, preferences and privileges more favorable than those of its common stock and may result in dilution to owners of its common stock. The Company and, indirectly, its stockholders, will bear the cost of issuing and servicing such securities. Because the Company’s decision to issue debt or equity securities in any future offering will depend on market conditions and other factors beyond its control, the Company cannot predict or estimate the amount, timing or nature of its future offerings. Thus, holders of the Company’s common stock will bear the risk of its future offerings reducing the market price of its common stock and diluting the value of their stockholdings in the Company.
In addition, the Company’s governing documents authorize it to issue, without the approval of the common stockholders, one or more classes or series of preferred stock having such designation, voting powers, preferences, rights and other terms, including preferences over the common stock respecting dividends and distributions, as the Curbline Board generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of the Company’s common stock. For example, the Company could grant the holders of preferred stock the right to elect some number of the Company’s directors in all events or on the occurrence of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences the Company could assign to holders of preferred stock could affect the residual value or market price of the common stock.
The Company’s ability to make distributions is limited by the requirements of Maryland law.
The Company’s ability to make distributions on its common stock is limited by the laws of Maryland. Under the MGCL, a Maryland corporation, including Curbline, generally may not make a distribution (including a dividend or redemption) if, after giving effect to the distribution, the corporation would not be able to pay its debts as the debts become due in the usual course of business, or the corporation’s total assets would be less than the sum of its total liabilities plus, unless the corporation’s charter provides otherwise, the amount that would be needed, if the corporation were dissolved at the time of the dividend, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the dividend. Any dividends or redemption payments may be delayed or prohibited. As a result, the price of the Company’s common stock may decrease, which may have a material adverse effect on the Company’s business, financial condition and results of operations.
Changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect the Company’s business.
The Company’s financial statements are subject to the application of GAAP, which are periodically revised and/or expanded. From time to time, the Company is required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting Standards Board, or the FASB, and the SEC. It is possible that accounting standards the Company is required to adopt may require changes to the current accounting treatment that it applies to its consolidated financial statements and may require it to make significant changes to its systems. Changes in accounting standards could result in a material adverse impact on the Company’s business, financial condition and results of operations.
General Risks Relating to Investments in the Company’s Securities
As a public company, the Company is subject to regulatory and reporting requirements that will increase legal, accounting and financial compliance costs.
As a public company, the Company is subject to reporting requirements under the Exchange Act, the Sarbanes-Oxley Act and the listing standards of the NYSE. The Company expects that the requirements of these rules and regulations will increase its legal, accounting and financial compliance costs and make some activities more difficult, time consuming and costly.
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The Sarbanes-Oxley Act requires, among other things, that the Company maintain effective disclosure controls and procedures and internal control over financial reporting. The Company’s current controls and any new controls that it develops may become inadequate because of changes in conditions in its business. Further, weaknesses in the Company’s disclosure controls or its internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm the Company’s results of operations or cause it to fail to meet its reporting obligations and may result in a restatement of its financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of management evaluations and independent registered public accounting firm audits of its internal control over financial reporting that the Company will eventually be required to include in its periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in the Company’s reported financial and other information, which would likely have a negative effect on the trading price of its common stock. In addition, if the Company is unable to continue to meet these requirements, it may not be able to remain listed on the NYSE.
Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on the Company’s business and results of operations and cause a decline in the price of its common stock.
The Company may be unable to retain and attract key management personnel.
The Company may be unable to retain and attract talented executives. In the event of the loss of key management personnel to competitors, or upon unexpected death, disability or retirement, the Company may not be able to find replacements with comparable skill, ability and industry expertise. The Company’s financial condition and results of operations could be materially and adversely affected until suitable replacements are identified and retained, if at all.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Information Technology and Cybersecurity
Pursuant to the Shared Services Agreement, the Company depends on the proper functioning, availability and security of SITE Centers’ information systems, including financial, data processing, communications, and operating systems, as well as proprietary software programs that are important to the efficient operation of the business. The Company also utilizes software applications provided by third parties. SITE Centers grants limited access to its systems to third parties providing specific outsourced functions or other services and increasingly stores and transmits data using connected information technology or “cloud” systems. Any significant failures or disruptions of the critical information systems on which the Company relies, including ransomware attacks or other cyber incidents, that impact the availability or other proper functioning of these systems or that result in the compromise of sensitive or confidential information, including information of tenants, employees and others, could result in liability for the Company and have a significant impact on the Company’s operations and reputation.
The Company’s internal audit function annually assesses and reviews the risks posed to the security of the networks used by the Company, including a review of system and process assurance for information technology and application controls, and takes into account certain frameworks and policies. The Company’s internal audit function also reviews the Company’s fraud assessment and confirms IT management’s oversight of its cybersecurity policies. The Company’s management team reviews the findings, if any, of these assessments, assesses the identified risks and takes action based on the Company’s risk profile. In order to assess the risks posed to the information systems by third-party service providers and vendors, the SITE Centers’ information technology department, coordinating with the Company’s internal audit function, evaluates and implements, as appropriate, new software and network application vendors’ contracts, internal policies, certifications and System and Organization Controls (“SOC”) reports during the procurement of solutions and services.
To mitigate the risk and impact of any cybersecurity incidents on the security and availability of the networks on which the Company relies, the information technology systems are protected through physical and software safeguards and backup procedures the Company considers appropriate. SITE Centers contracts with independent cybersecurity providers for security event incident management, end-point detection and incident response monitoring, and security incident response services. Additionally, SITE Centers has deployed a layered approach to network intrusion detection and protection using technology provided by industry-leading companies. The SITE Centers’ information technology department also performs timely system and security updates to maintain current software versions and apply appropriate security updates aimed at reducing risk.
SITE Centers has also implemented various safeguards designed to ensure the confidentiality, availability and the integrity of its network and data, including redundant telecommunication facilities, replicating critical data and backups to multiple off-site locations,
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a fire suppression system to protect SITE Centers’ on-site data center, and electrical power protection and generation facilities. SITE Centers also has a catastrophic disaster recovery plan and alternate processing capability available for its critical data processes in case of a catastrophe that renders the primary data center unusable.
The Company and SITE Centers conduct annual cybersecurity awareness training for all employees, new-hire cybersecurity training, monthly simulated phishing tests, and additional training for specific departmental requirements as part of their respective risk mitigation efforts. SITE Centers also maintains cybersecurity insurance (of which the Company is an additional insured); however, there is no assurance that the insurance SITE Centers maintains will cover all cybersecurity breaches or that policy limits will be sufficient to cover all related losses.
Under the leadership of the Company’s Chief Technology Officer, the SITE Centers’ information technology department is primarily responsible for assessing and managing material risks to SITE Centers’ information systems, including from cybersecurity threats. The Company’s Chief Technology Officer has over 30 years’ experience working in information technology and managing information technology systems and holds several specialized security certifications, including the Certified Information Security Manager certification from the Information Systems Audit and Control Association. In addition, certain members of the SITE Centers information technology department have obtained specialized security certifications, including accreditation as Certified Information Systems Security Professionals, and have prior work experience in various roles involving technology and security. The Company has established an internal Security and Privacy Governance Committee, comprised of the Chief Technology Officer and other senior members of management that generally meet quarterly. This committee receives updates from the SITE Centers’ information technology department with respect to the implementation of various systems and security measures, the Company’s cybersecurity training and awareness program, enhancements or modifications to the security program, and the impacts of such changes to the Company’s information security risk environment. The Company has adopted a Cybersecurity Incident Response Plan, which requires communication of cybersecurity incidents to varying levels and personnel within the organization depending on the severity of the threat impact and encompasses tactics related to cybersecurity, systems and facilities availability, and information privacy.
The Board of Directors has specifically delegated oversight of the Company’s cybersecurity risks and related practices to the Audit Committee of the Board of Directors (the “Audit Committee”) through the committee’s charter.At least annually, senior members of the Company’s information technology team (including the Chief Technology Officer) and internal audit function brief the Audit Committee on information and cybersecurity matters, including results from risk assessments, the Company’s policies and its internal control function. The Audit Committee reviews such information alongside other company risks as part of our overall risk assessment.
The Company has experienced risks from cybersecurity threats, including issues related to malware, email phishing, and other events intended to disrupt information systems, wrongfully obtain valuable information, or cause other malicious events. To the best of the Company’s knowledge, these threats have not materially affected the Company, nor have they materially obstructed the availability of the information systems and data on which it relies. Although no assurances can be given, the Company does not believe that such threats are reasonably likely to materially affect the Company in the future. See Item 1A. Risk Factors under the caption “Risks Related to the Company’s Business, Properties and Strategies—A disruption, failure or breach of the networks or systems on which the Company relies, including as a result of cyber-attacks, could harm its business.”
Item 2. PROPERTIES
At December 31, 2025, the Company owned 176 convenience shopping centers aggregating 4.8 million square feet of GLA. These centers are principally located in suburban, higher household income communities and are geographically diversified, principally across the Southeast, Mid-Atlantic, Southwest and Mountain regions, along with Texas. As of December 31, 2025, the average GLA of a property in the Curbline portfolio was approximately 27,000 square feet with 94% of base rent generated by units less than 10,000 square feet.
At December 31, 2025, the average ABR per occupied square foot of the Company’s 176 shopping centers was $34.52. The Company’s average ABR per occupied square foot does not include ancillary or variable rental income or tenant expense reimbursements. In 2025, the Curbline portfolio achieved cash blended leasing spreads of 11.5% for both new leases and renewals on comparable leases.
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of December 31, 2025. The properties generally consist of a homogenous 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. The property type’s standardized site plans and the depth of leasing prospects that can utilize existing square footage generally reduce operating capital expenditures relative to other retail real estate formats and provide significant tenant diversification.
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Information as to the Company’s largest tenants based on total ABR and Company-owned GLA at December 31, 2025, is set forth in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the caption “Executive Summary – Tenant Demand and Company Fundamentals” of this Annual Report on Form 10-K. The Company’s properties range in size from approximately 2,000 square feet to approximately 134,000 square feet of Company-owned GLA. The Company’s properties were 94.1% occupied as of December 31, 2025.
Tenant Lease Expirations and Renewals
The following table shows the impact of tenant lease expirations through 2035 at the Company’s 176 convenience shopping centers, assuming that none of the tenants exercise any of their renewal options:
The rental payments under certain of these leases will remain constant until the expiration of their base terms, regardless of inflationary increases. There can be no assurance that any of these leases will be renewed or that any replacement tenants will be obtained if not renewed.
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Curbline Properties Corp.
Shopping Center Property List at December 31, 2025
Location Center Owned GLA (000’s) Total Annualized Base Rent (000’s)
Alabama
1 Alabaster, AL Promenade Plaza 13 $369
2 Alabaster, AL Shoppes at Alabaster 12 $293
3 Huntsville, AL Hampton Cove Corner 14 $345
4 Madison, AL Madison Station 28 $612
5 Montgomery, AL Eastchase Point 8 $203
6 Opelika, AL Shops at Tiger Town 10 $258
7 Saraland, AL Shops at Saraland 10 $204
Arizona
8 Chandler, AZ Chandler Center 7 $302
9 Gilbert, AZ Shops at Gilbert Crossroads 18 $633
10 Laveen, AZ Corner at Laveen Spectrum 15 $623
11 Mesa, AZ Shops at Power and Baseline 4 $214
12 Mesa, AZ Shops on Dobson 7 $179
13 Peoria, AZ Shops at Lake Pleasant 47 $1,856
14 Phoenix, AZ Deer Valley Plaza 38 $1,108
15 Phoenix, AZ Paradise Village Plaza 84 $2,925
16 Phoenix, AZ Red Mountain Corner 6 $116
18 Scottsdale, AZ Artesia Village 21 $918
19 Scottsdale, AZ Northsight Plaza 10 $372
20 Surprise, AZ Shops at Prasada North 33 $1,847
21 Tempe, AZ Broadway Center 11 $368
22 Tucson, AZ Shops at the Bridges 14 $595
California
23 Carson, CA Shops at Carson Town Center 13 $442
24 Chino Hills, CA Crossroads Marketplace 77 $2,474
25 Citrus Heights, CA Shops at Sunrise Oaks 16 $379
27 Lafayette, CA La Fiesta Square 75 $3,056
28 Lafayette, CA Lafayette Mercantile 54 $2,979
29 Oceanside, CA Loma Alta Station 35 $696
30 Rancho Santa Margarita, CA Santa Margarita Market Place 29 $1,340
31 Roseville, CA Creekside Plaza 32 $1,130
32 Roseville, CA Creekside Shops 57 $2,332
33 San Bruno, CA Avalon Crossing 12 $591
Colorado
34 Arvada, CO Shops at Olde Town Station 15 $608
35 Aurora, CO Tower Pavilion 11 $346
36 Colorado Springs, CO Shops at Falcon Landing 62 $1,844
37 Colorado Springs, CO Springs Ranch Center 44 $842
38 Denver, CO Parker Keystone 17 $664
39 Denver, CO Shops at University Hills 26 $905
40 Denver, CO Shops on Montview 9 $264
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Curbline Properties Corp.
Shopping Center Property List at December 31, 2025
Location Center Owned GLA (000’s) Total Annualized Base Rent (000’s)
Florida
43 Boca Raton, FL Shops at Boca Center 117 $5,319
44 Brandon, FL Shops at Lake Brandon 12 $489
45 Casselberry, FL Shops at Casselberry 8 $323
46 Delray Beach, FL Shoppes at Addison Place 56 $2,015
48 Jacksonville, FL Carrie Plaza 26 $623
49 Jacksonville, FL Deerwood Station 31 $817
50 Jacksonville, FL Oakleaf Crossing 31 $1,063
51 Jacksonville, FL Roosevelt Plaza 59 $1,356
53 Miami, FL Collection at Midtown Miami 119 $5,020
54 Naples, FL Shops at Carillon 15 $429
55 Orlando, FL Narcoossee Cove North 16 $809
56 Palm Harbor, FL Shoppes of Boot Ranch 52 $1,392
57 Plantation, FL Shops at the Fountains 14 $551
58 Royal Palm Beach, FL Cypress Key Shoppes 26 $963
59 Seminole, FL Shops at Bay Pines 9 $291
60 St. Augustine, FL Ponce de Leon Plaza 25 $770
61 St. Augustine, FL Southlake Plaza 32 $855
62 St. Johns, FL Julington Station 31 $739
63 St. Petersburg, FL Roundlake Plaza 11 $448
64 Tamarac, FL Shops at Midway 10 $477
66 Vero Beach, FL Sunrise Plaza 16 $430
67 Windemere, FL Westside Shoppes 70 $2,560
68 Winter Garden, FL Shops at the Grove 131 $5,358
Georgia
69 Acworth, GA Caliber Point 11 $357
70 Alpharetta, GA Alpha Soda Center 15 $497
71 Alpharetta, GA Orchard Village 10 $202
72 Alpharetta, GA Shoppes of Crabapple 8 $261
73 Atlanta, GA Brookhaven Station 44 $1,568
75 Atlanta, GA Parkwood Shops 20 $499
76 Braselton, GA Mulberry Walk 31 $688
77 Covington, GA Shops at Covington Corner 14 $415
78 Cumming, GA Marketplace Plaza North 37 $1,047
79 Cumming, GA Marketplace Plaza South 44 $1,263
80 Cumming, GA Shoppes at Brannon Crossing 61 $1,668
81 Dawsonville, GA Dawson Marketplace Plaza 10 $461
82 Douglasville, GA Plaza at Market Square 9 $139
83 Hiram, GA Shoppes of Hiram 13 $280
84 Kennesaw, GA Barrett Corners 19 $857
85 Kennesaw, GA University Point 13 $430
86 McDonough, GA Corner at Avalon 19 $492
87 McDonough, GA Shoppes at Avalon 12 $338
88 Roswell, GA Crabapple Place 9 $196