Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion contains forward-looking statements based upon the Company’s current expectations that involve risks and uncertainties. The historical audited combined financial statements prior to the Spin-Off 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 SITE Centers’ consolidated financial statements. Accordingly, the Company’s actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements; Risk Factor Summary,” Item 1A. “Risk Factors,” or in other parts of this Form 10-K.
EXECUTIVE SUMMARY
Curbline Properties Corp. is a Maryland corporation formed to own and manage a portfolio of convenience shopping centers. The Operating Partnership is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of the real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the Operating Partnership (“Common Units”) and LTIP Units, as defined in the partnership agreement (together with the Common Units, the “OP Units”). As of December 31, 2025, Curbline held an approximately 99.1% ownership interest in the Operating Partnership with the remaining OP Units held by members of management.
As of December 31, 2025, the Company’s portfolio consisted of 176 convenience shopping centers aggregating 4.8 million square feet of owned gross leasable area (“GLA”). At December 31, 2025, the aggregate occupancy of the Company’s operating shopping center portfolio was 94.1%, and the average ABR per occupied square foot was $34.52. Prior to the Company’s Spin-Off on October 1, 2024, the Company was a wholly owned subsidiary of SITE Centers Corp. (“SITE Centers”).
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of December 31, 2025. Convenience shopping centers 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 and typically experience more customer foot traffic per square foot than anchored retail. The property type has the opportunity to generate above-average, occupancy-neutral cash flow growth driven by high retention rates and limited operating capital expenditures given the standardized site plan and the depth of leasing prospects that can utilize existing square footage and provide significant tenant diversification. As of 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.
Prior to the Spin-Off
The historical results of operations and liquidity and capital resources of Curbline prior to the Spin-Off 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, in each case, in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of the financial results of the Company prior to the Spin-Off required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the relevant reporting periods and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
The financial results of the Company prior to the Spin-Off reflect the revenues and direct expenses of the Company and include material assets and liabilities of SITE Centers that are specifically attributable to the Company. Equity represents the excess of total assets over total liabilities. Equity is impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the separation, as well as the allocated costs and expenses.
The financial results of the Company prior to the Spin-Off also include an allocation of indirect costs and expenses incurred by SITE Centers related to the Company, primarily consisting of compensation and other general and administrative costs using the relative percentage of GLA of the Company and SITE Centers management’s knowledge of the Company. The amounts allocated in the financial results of the Company prior to the Spin-Off are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the Company been a separate independent entity during the applicable periods. The Company believes the assumptions underlying the Company’s allocation of indirect expenses prior to the Spin-Off are reasonable.
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Spin-Off from SITE Centers Corp.
In connection with the separation from SITE Centers on October 1, 2024, the Company, the Operating Partnership and SITE Centers entered into the Separation and Distribution Agreement which provided for the principal transactions necessary to consummate the Spin-Off, including the allocation among the Company, the Operating Partnership and SITE Centers of SITE Centers’ assets, liabilities and obligations attributable to periods both prior to and following the Spin-Off. In particular, the Separation and Distribution Agreement provided, among other things, that certain assets relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including equity interests of certain SITE Centers subsidiaries that held assets and liabilities related to Curbline’s interests in real property, certain tangible personal property, cash and cash equivalents held in Curbline accounts (including the transfer to Curbline of unrestricted cash of $800.0 million upon consummation of the Spin-Off) and other assets primarily used or held primarily for use in Curbline’s business. The Separation and Distribution Agreement also provided that certain liabilities relating to Curbline’s business were to be transferred to the Operating Partnership or the applicable Curbline subsidiary, including liabilities relating to or arising out of the operation of Curbline’s business after the effective time of the Spin-Off and liabilities expressly allocated to Curbline or one of its subsidiaries by the Separation and Distribution Agreement or certain other agreements entered into in connection with the Spin-Off. The Separation and Distribution Agreement governs the rights and obligations among the Company, the Operating Partnership and SITE Centers regarding the distribution both prior to and following the completion of the separation. SITE Centers distributed 100% of the outstanding common stock of Curbline to holders of record of SITE Centers’ common shares as of the close of business on September 23, 2024, the record date. On October 1, 2024, holders of SITE Centers’ common shares received two shares of Curbline common stock for every one common share of SITE Centers held on the record date.
Additionally, the Separation and Distribution Agreement contains provisions that obligate SITE Centers to complete certain redevelopment projects at properties that are owned by the Company. As of December 31, 2025, these redevelopment projects were estimated to cost SITE Centers $20.7 million to complete.
On October 1, 2024, the Company, the Operating Partnership and SITE Centers also entered into the Shared Services Agreement, which provides that, subject to the supervision of SITE Centers’ board of directors, the Operating Partnership or its affiliates will provide SITE Centers leadership and management services and transaction services, including the provision of personnel at both the leadership and operations levels.
The Shared Services Agreement also requires SITE Centers to provide the Operating Partnership and its affiliates 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 and its affiliates in a manner as would be established and operated for a REIT similarly situated to the Company.
The Operating Partnership pays SITE Centers a fee in the aggregate amount of 2.0% of the Company’s Gross Revenue (as defined in the Shared Services Agreement) during the term of the Shared Services Agreement to be paid in monthly installments. There is no separate fee paid by SITE Centers in connection with the provision of services by the Operating Partnership or its affiliates under the Shared Services Agreement. Unless terminated earlier, the term of the Shared Services Agreement will expire on October 1, 2027. In the event of certain early terminations of the Shared Services Agreement, SITE Centers will be obligated to pay a termination fee to the Operating Partnership equal to $2.5 million multiplied by the number of whole or partial fiscal quarters remaining in the Shared Services Agreement’s three-year term (or $12.0 million in the event SITE Centers terminates the agreement for convenience on its second anniversary).
The Company, the Operating Partnership and SITE Centers also entered into a tax matters agreement, which governs the rights, responsibilities and obligations of the parties following the Spin-Off with respect to various tax matters and provides for the allocation of tax-related assets, liabilities and obligations. In addition, the Company, the Operating Partnership and SITE Centers entered into an employee matters agreement, which governs the respective rights, responsibilities, and obligations of the parties following the Spin-Off with respect to transitioning employees, equity plans and retirement plans, health and welfare benefits, and other employment, compensation and benefit-related matters.
Current Strategy
The Company believes that as the first and only publicly traded real estate company focused exclusively on the convenience real estate sector it is well positioned to take advantage and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of 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 and $75.5 million of expected gross proceeds from unsettled forward equity sales in the fourth quarter of 2025 to grow its asset base through acquisitions. Additionally, with over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market (primarily among private investors), the property
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type provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access, visibility and site plan, 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 Board of Directors. The Board of Directors may amend or revise the Company’s policies from time to time without a vote of the Company’s stockholders.
Transaction and Capital Markets Highlights
Transaction and capital markets highlights during 2025 include the following:
•
Acquired 79 convenience shopping centers for an aggregate purchase price of $788.4 million;
•
Drew $100.0 million on the delayed draw term loan facility in March 2025;
•
In April 2025, entered into a forward interest rate swap agreement to fix the variable-rate component of the Company’s $100.0 Term Loan Facility at 3.71% from October 1, 2028 through October 1, 2029;
•
In May 2025, Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB with a Stable Rating Outlook resulting in a 40-basis point reduction on the Company’s Revolving Credit Facility and Term Loan Facility;
•
In June 2025, entered into a Note and Guaranty Agreement in connection with a private placement of $150.0 million senior unsecured notes consisting of $100.0 million aggregate principal amount of 5.58% unsecured senior notes due September 3, 2030 and $50.0 million aggregate principal amount of 5.87% unsecured notes due September 3, 2032, to a group of institutional investors. The sale and purchase of the Notes was completed on September 3, 2025. In conjunction with this agreement, the Company entered into an interest rate lock agreement resulting in a 5.79% effective interest rate on the notes due September 3, 2032 and a weighted average coupon of 5.65%;
•
Entered into and funded the $150.0 million 2025 Term Loan (as defined below) in July 2025. In conjunction with this agreement, in May 2025, entered into an interest rate swap agreement to fix the variable-rate SOFR component at 3.66%. The all-in rate on the 2025 Term Loan is fixed at 4.61% based on the loan’s current applicable spread;
•
In November 2025, entered into a Note and Guaranty Agreement in connection with a private placement of $200.0 million senior unsecured notes consisting of $50.0 million aggregate principal amount of 4.90% senior unsecured notes due January 20, 2031 and $150.0 million aggregate principal amount of 5.13% senior unsecured notes due January 20, 2033, to a group of institutional investors. The sale and purchase of $28.0 million of the notes was completed on December 31, 2025, with the sale and purchase of the remaining $172.0 million completed on January 20, 2026. In conjunction with this agreement, the Company entered into interest rate lock agreements to fix the treasury component of the Company’s notes due January 20, 2033 and January 20, 2031 at 3.96% and 3.76%, respectively;
•
In September 2025, the Company’s Board of Directors authorized a common stock repurchase program of up to a maximum aggregate purchase price of $250.0 million;
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•
In the fourth quarter of 2025, sold 3,250,764 shares of common stock on a forward basis under its continuous equity offering program at a weighted average price of $23.22 per share before issuance costs, generating expected gross proceeds before issuance costs of $75.5 million with no shares settled to date; and
•
Declared four quarterly cash dividends of $0.16 per share of common stock paid in each of April, July, October 2025 and January 2026 and a special cash dividend of $0.03 per share of common stock paid in January 2026.
Operational Accomplishments
The Company believes its strong annual operating metrics are attributable to the concentration of the Company’s portfolio in suburban, high household income communities and to national tenants’ strong financial positions and increasing emphasis and reliance on physical store locations.
Operating highlights for 2025 included:
•
Signed new leases and renewals for approximately 0.5 million square feet of GLA, which included 0.2 million square feet of new leasing volume;
•
For comparable leases executed in 2025, achieved cash new leasing spreads of 19.4% and cash renewal leasing spreads of 8.0%;
•
Aggregate leased rate was 96.7% at December 31, 2025 compared to 95.5% at December 31, 2024; and
•
Aggregate occupancy was 94.1% at December 31, 2025 compared to 93.9% at December 31, 2024. The year-over-year increase primarily was related to property acquisitions.
Tenant Demand and Company Fundamentals
The Company continues to see steady demand from a broad range of service-based and restaurant tenants, who are continuing to expand their store fleets and launch new concepts. As a result, the Company believes that its prospects to backfill spaces vacated by non-renewing tenants are generally favorable.
The tenants of the convenience shopping centers typically cater to the consumer’s desire for value, service and convenience and offer day-to-day necessities. The properties often include restaurants, healthcare and wellness, financial services, beverage retail, telecommunications, beauty and hair salons, and fitness, among others as tenants.
The Company’s portfolio had a leased rate of 96.7% and an occupancy rate of 94.1%, respectively, as of December 31, 2025, highlighting the portfolio and property type’s supply and demand imbalance. Convenience-oriented properties are generally positioned to drive customer volume with ease of property access, visibility and dedicated parking. As a result, convenience shopping centers typically experience more customer foot traffic per square foot than anchored retail, justifying higher rents and broad tenant demand.
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The Company’s portfolio is highly diversified by tenant composition. As of December 31, 2025, the portfolio’s top ten tenants comprised less than 14% of the Company’s total ABR with only one tenant whose annualized rental revenue equaled or exceeded 2% of the Company’s ABR. The Company’s largest tenants based on the total annualized base rental revenues as of December 31, 2025, were as follows:
Inspire Brands (A) 1.4% 1.2%
JAB Holding (B) 1.2% 1.0%
Somnigroup (Mattress Firm) 1.2% 1.1%
JPMorgan Chase 1.0% 0.7%
Total Wine & More 0.9% 1.0%
(A)
Includes Dunkin, Jimmy John’s, Buffalo Wild Wings and Baskin Robbins.
(B)
Includes Panera Bread, Einstein Bros. Bagels and Bruegger's Bagels.
(C)
Includes Longhorn Steakhouse, Olive Garden and Chuy’s.
The Company leased approximately 0.5 million square feet of GLA in 2025, composed of 67 new leases and 120 renewals, for a total of 187 leases executed in 2025. At December 31, 2025, the Company had 211 leases expiring in 2026 with an average base rent per square foot of $33.36. For the comparable leases executed in 2025, the Company generated positive cash leasing spreads of 19.4% for new leases and 8.0% for renewals, or 11.5% on a blended basis. Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company’s cash leasing spread calculation excludes deals for first generation units or where the unit was vacant at the time of acquisition and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.
For all leases executed during 2025, the Company expended a weighted-average cost of tenant improvements and lease commissions estimated at $3.04 per rentable square foot over the lease term, as compared to $1.72 per rentable square foot in 2024. The Company generally does not expend a significant amount of capital on lease renewals.
Summary—2025 Financial Results
The following provides an overview of the Company’s key financial metrics (see “Non-GAAP Financial Measures” described later in this section) (in thousands except per share amounts):
For the Year Ended
December 31,
Net income attributable to Curbline $ 39,829 $ 10,262
Operating FFO attributable to Curbline $ 112,001 $ 83,497
Earnings per share - Diluted $ 0.37 $ 0.09
For the year ended December 31, 2025, the increase in net income as compared to the prior year, primarily was attributable to the net impact of acquisitions, a decrease in transaction costs related to the Spin-Off and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses. For the year ended December 31, 2025, the increase in FFO attributable to Curbline, as compared to the prior year, primarily was attributable to the net impact of acquisitions on net operating income (“NOI”), a decrease in transaction costs related to the Spin-Off and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline
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generally was due to the net impact of property acquisitions on NOI and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.
The following discussion of the Company’s financial condition and results of operations provides information that will assist in the understanding of the Company’s financial statements and the factors that accounted for changes in certain key items in the financial statements, as well as critical accounting estimates that affected these financial statements.
CRITICAL ACCOUNTING ESTIMATES
The consolidated financial statements of the Company include the accounts of the Company and all subsidiaries where the Company has financial or operating control. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related notes. In preparing these financial statements, management has used available information, including the Company’s history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments of certain amounts included in the Company’s consolidated financial statements, giving due consideration to materiality. It is possible that the ultimate outcome as anticipated by management in formulating its estimates inherent in these financial statements might not materialize. Application of the critical accounting policies described below involves the exercise of judgment and the use of assumptions as to future uncertainties. Accordingly, actual results could differ from these estimates. In addition, other companies may use different estimates that may affect the comparability of the Company’s results of operations to those of companies in similar businesses.
Purchase Price Allocations of Property Acquisitions
For the acquisition of real estate assets, the Company allocates the purchase price to assets acquired and liabilities assumed at the date of acquisition. The Company applies various valuation methods, all of which require significant estimates by management, including discount rates, exit capitalization rates, estimated land values (per square foot), capitalization rates and certain market leasing assumptions. Further, the valuation of above- and below-market lease values are significantly impacted by management’s estimate of fair market lease rates for each corresponding in-place lease. If the Company determines that an event has occurred after the initial allocation of the asset or liability that would change the estimated useful life of the asset, the Company will reassess the depreciation and amortization of the asset. The Company is required to make subjective estimates in connection with these valuations and allocations.
Measurement of Fair Value - Real Estate
The Company is required to periodically assess for impairment, the value of its consolidated real estate assets. The fair value of real estate investments used in the Company’s impairment calculations is estimated based on the price that would be received for the sale of an asset in an orderly transaction between marketplace participants at the measurement date. Real estate assets without a public market are valued based on assumptions made and valuation techniques used by the Company. The lack of availability of observable transaction data and inputs can make it more difficult and/or subjective to determine the fair value of such real estate assets. As a result, amounts ultimately realized by the Company from real estate assets sold may differ from the fair values presented, and the differences could be material.
The valuation of real estate assets for impairment is determined using widely accepted valuation techniques including the income capitalization approach or discounted cash flow analysis on the expected cash flows of each asset considering prevailing market capitalization rates, analysis of recent comparable sales transactions, actual sales negotiations, bona fide purchase offers received from third parties and/or consideration of the amount that currently would be required to replace the asset, as adjusted for obsolescence. In general, the Company utilizes a valuation technique that is based on the characteristics of the specific asset when measuring fair value of an investment. However, a single valuation technique is generally used for the Company’s property type. For operating real estate assets, the significant assumptions include the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income. Valuation of real estate assets is calculated based on market conditions and assumptions made by management at the measurement date, which may differ materially from actual results if market conditions or the underlying assumptions change.
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RESULTS OF OPERATIONS
For the comparison of the Company’s 2025 performance to 2024 presented below, consolidated shopping center properties owned as of January 1, 2024, are referred to herein as the “Comparable Portfolio Properties.” The discussion of the Company’s 2024 performance compared to 2023 performance is set forth in “Comparison of 2024 and 2023 Results of Operations” included in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Revenues from Operations (in thousands)
For the Year Ended
Ended December 31,
(A)
The following table summarizes the key components of rental income (in thousands):
For the Year Ended
Ended December 31,
(1)
The changes in base and percentage rental income were due to the following (in millions):
Acquisition of convenience shopping centers $ 43.0
Comparable Portfolio Properties 1.4
Straight-line rents 1.9
At December 31, 2025 and 2024, the Company owned 176 and 97 properties, respectively, which had an aggregate leased rate of 96.7% and 95.5%, respectively, an occupancy rate of 94.1% and 93.9%, respectively, and average ABR per occupied square foot of $34.52 and $35.62, respectively.
(2)
The increase in recoveries from tenants is primarily due to acquisitions. Recoveries from tenants were approximately 96.7% and 96.1% of operating expenses and real estate taxes for the years ended December 31, 2025 and 2024, respectively. The increase in recovery rate was primarily the result acquisitions and the Spin-Off as the results prior to the Spin-Off do not represent the historical results of a legal entity, but rather a combination of entities under common control that have been “carved-out” of SITE Centers’ consolidated financial statements and presented on a combined basis which impacts the comparability between periods.
(3)
The net amount reported was primarily attributable to the impact of tenants on the cash basis of accounting and related reserve adjustments with the increase related to acquisitions and the growth of the overall portfolio.
(4)
The years ended December 31, 2025 and 2024, include $2.2 million and $4.2 million, respectively, from lease terminations and the assumption of buildings due to ground lease terminations.
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Expenses from Operations (in thousands)
For the Year Ended
Ended December 31,
(A)
The changes for 2025 were due to the following (in millions):
OperatingandMaintenance Real EstateTaxes DepreciationandAmortization
Acquisition of convenience shopping centers $ 8.7 $ 6.9 $ 32.5
Comparable Portfolio Properties 2.4 0.3 (2.0 )
(B)
Subsequent to the Spin-Off, primarily represents salaries, benefits and stock-based compensation of Curbline employees as well as legal, audit, tax and compliance services, board compensation and the shared services fee. Prior to the Spin-Off, primarily represents the allocation of indirect costs and expenses incurred by SITE Centers related to the Company’s business consisting of compensation and other general and administrative expenses that have been allocated using the GLA of the Company.
Other Income and Expenses (in thousands)
For the Year Ended
Ended December 31,
Gain on disposition of real estate, net(D) 1,378 — 1,378
(A)
As of December 31, 2025, the Company’s consolidated indebtedness consisted of the 2024 Term Loan, the 2025 Term Loan, the 2025 Notes and the 2026 Notes (in each case as defined below) with an aggregate outstanding balance of $428.0 million and a weighted-average interest rate (based on contractual rates and excluding amortization of debt issuance costs) of 5.0% at December 31, 2025. At December 31, 2025, the weighted-average maturity (without extensions) was 3.7 years. For the year ended December 31, 2024, consisted of interest expense incurred and amortization of loan costs relating to secured mortgages. These mortgages were repaid in May 2024.
(B)
Consists of interest income incurred on cash balances.
(C)
Amounts for the year ended December 31, 2024 primarily related to transaction costs related to the Spin-Off.
(D)
In December 2025, the Company sold a land parcel to SITE Centers for gross proceeds of $1.8 million and recognized a gain on disposition of $1.3 million.
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Non-Controlling Interests Net Income (in thousands)
For the Year Ended
Ended December 31,
Income attributable to non-controlling interest(A) $ (52 ) $ (11 ) $ (41 )
(A)
For more information regarding the non-controlling interests, see Note 10, “Equity and Non-Controlling Interests,” to the Company’s consolidated financial statements included herein.
(B)
The increase in net income attributable to Curbline as compared to the prior-year period was primarily attributable to the net impact of acquisitions, a decrease in transaction costs related to the Spin-Off and an increase in interest income partially offset by an increase in interest expense and general and administrative expenses.
NON-GAAP FINANCIAL MEASURES
Funds from Operations and Operating Funds from Operations
Definition and Basis of Presentation
The Company believes that Funds from Operations (“FFO”) and Operating FFO (as defined below), both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.
FFO is generally defined and calculated by the Company as net income attributable to Curbline (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, (ii) impairment charges on real estate property, (iii) gains and losses from changes in control and (iv) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles net of depreciation allocated to non-controlling interests. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).
The Company believes that certain charges, income and gains/losses recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain non-operating charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
The adjustment for these charges, income and gains/losses may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains/losses are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations.
These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the
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investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items. Other real estate companies may calculate FFO and Operating FFO in a different manner.
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income have been provided below.
Reconciliation Presentation
A reconciliation of net income to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges, income and gains/losses adjusted in the calculation of Operating FFO are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations.
For the Year Ended
December 31,
Net income attributable to Curbline $ 39,829 $ 10,262
Gain on disposition of real estate, net of non-controlling interests (1,376 ) —
Operating FFO attributable to Curbline $ 112,001 $ 83,497
(A)
For the years ended December 31, 2025 and 2024, includes transaction costs of $1.0 million and $30.8 million, respectively.
The increase in FFO attributable to Curbline, as compared to the prior year, primarily was attributable to the net impact of acquisitions on NOI, a decrease in transaction costs related to the Spin-Off and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline, as compared to the prior year, generally was due to the net impact of property acquisitions on NOI and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.
Net Operating Income and Same-Property Net Operating Income
Definition and Basis of Presentation
The Company uses net operating income (“NOI”), which is a non-GAAP financial measure, as a supplemental performance measure. NOI is calculated as property revenues less property-related expenses and excludes depreciation and amortization expense, interest income and expense and corporate level transactions. The Company believes NOI provides useful information to investors regarding the Company’s financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and, when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis.
The Company also presents NOI information on a same property basis, or Same-Property Net Operating Income (“SPNOI”). The Company defines SPNOI as property revenues less property-related expenses, which excludes depreciation and amortization expense, interest income and expense and corporate level transactions, as well as straight-line rental income and reimbursements and expenses, lease termination income, management fee expense and fair market value of leases. SPNOI only includes assets owned for the entirety of both comparable periods. Other real estate companies may calculate NOI and SPNOI in a different manner. The
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Company believes SPNOI provides investors with additional information regarding the operating performance of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SPNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.
SPNOI is not, and is not intended to be, a presentation in accordance with GAAP. SPNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SPNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SPNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SPNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SPNOI should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SPNOI to their most directly comparable GAAP measure of net income is provided below.
Reconciliation Presentation
The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SPNOI for the Company is as follows (in thousands):
For the Year Ended
December 31,
Net income attributable to Curbline $ 39,829 $ 10,262
Gain on disposition of real estate, net (1,378 ) —
Non-controlling interests 52 11
Total Curbline NOI % Change 46.8 %
Same-Property NOI % Change 3.3 %
The SPNOI increase for the full year ended December 31, 2025, as compared to the prior-year period, was primarily attributable to increases in occupancy and minimum rent increases related to rent steps and option rent increases within the comparable property pool.
LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES
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 unsecured senior notes, a $400.0 million 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.
Indebtedness
In connection with the Spin-Off, the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and a delayed draw 2024 Term Loan in the amount of $100.0 million (the “2024 Term Loan” and together with the Revolving Credit Facility, the “2024 Credit Facilities”). The aggregate amount available under the 2024 Credit Facilities may be increased up to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.
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The Revolving Credit Facility matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc. (each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee is based on the Company’s IG Rating. In May 2025, Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB. No amounts were drawn under the Revolving Credit Facility as of December 31, 2025.
The Company drew $100.0 million on the 2024 Term Loan in March 2025 which will mature on October 1, 2027, subject to two one-year options to extend its maturity to October 1, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Loans under the 2024 Term Loan bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. Similar to the Revolving Credit Facility, the applicable margin under the 2024 Term Loan varies. Prior to obtaining an IG Rating, the applicable margin was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin is based on the Company’s IG Rating. As of December 31, 2025, $100.0 million is outstanding under the 2024 Term Loan.
The 2024 Credit Facilities contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The 2024 Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.
The Company maintains a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $100.0 million 2024 Term Loan to 3.58%, from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into a $100.0 interest rate swap agreement to fix the variable-rate SOFR component of the Company’s 2024 Term Loan at 3.71% from October 1, 2028 through October 1, 2029. Following the investment grade rating and simultaneously with the Company’s borrowing of the 2025 Term Loan (defined below), the 2024 Credit Agreement was amended to reduce the interest rate spread resulting in an all-in rate for the 2024 Term Loan of 4.53% based on the loan’s current applicable spread.
On June 26, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement in connection with a private placement of $150.0 million of the Operating Partnership’s unsecured senior notes (the “2025 Notes”), consisting of (i) $100.0 million aggregate principal amount of 5.58% unsecured senior notes due September 3, 2030 (the “2025-A Notes”) and (ii) $50.0 million aggregate principal amount of 5.87% unsecured notes due September 3, 2032 (“2025-B Notes”), to a group of institutional investors. The sale and purchase of the Notes was completed on September 3, 2025.
The 2025 Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semi-annually in arrears, until such principal becomes due and payable. The entire unpaid principal balance of each 2025 Note shall be due and payable on the maturity date thereof. The 2025 Notes are senior unsecured obligations of the Operating Partnership and rank equal in right of payment with all other senior unsecured indebtedness of the Operating Partnership. The 2025 Notes are unconditionally guaranteed by the Company.
The Operating Partnership is permitted to prepay the outstanding 2025 Notes in whole or in part, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding, at any time at (i) 100% of the principal amount so prepaid, plus (ii) the make-whole amount, which is equal to the excess, if any, of the discounted value of the remaining scheduled principal and interest payments with respect to the 2025 Notes being prepaid over the principal amount of such 2025 Notes. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. If a change in control occurs for the Company, the Operating Partnership must offer to prepay the outstanding 2025 Notes. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest but without any make-whole amount.
The 2025 Notes contain certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio.
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In connection with the 2025 Notes, the Company executed a treasury lock hedge transaction in June 2025 to hedge the risk-free treasury yield component of the overall rate ultimately assigned to the 2025-B Notes. The treasury lock secured a treasury yield of 4.19%. The hedge transaction settled on June 9, 2025, in connection with the pricing of the 2025 Notes, and included proceeds of $0.2 million, which were recognized as a gain within Accumulated other comprehensive (loss) income (“Accumulated OCI”) on the consolidated balance sheets. This amount is amortized on a straight-line basis as a decrease to interest expense over the term of the 2025-B Notes.
In July 2025, the Company and the Operating Partnership entered into a term loan agreement with a syndicate of lenders and PNC, National Association, as administrative agent, which provides for an unsecured, term loan in the amount of $150.0 million (the “2025 Term Loan”). In connection with entering into the term loan agreement, the Operating Partnership borrowed the full $150.0 million under the 2025 Term Loan. The 2025 Term Loan will mature in January 2029, subject to two one-year options to extend its maturity to January 2031 at the Operating Partnership’s option and subject to the satisfaction of certain customary conditions.
The 2025 Term Loan bears interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The applicable margin under the 2025 Term Loan varies based on the rating assigned by S&P Global Ratings, Moody’s Investors Service, Inc. or Fitch Investor Services Inc. to the senior unsecured long-term indebtedness of Company or the Operating Partnership. In May 2025, the Company entered into a $150.0 million interest rate swap agreement to fix the variable-rate SOFR component of the 2025 Term Loan at 3.66% from July 16, 2025 through January 1, 2031. The all-in rate of the 2025 Term Loan is fixed at 4.61% based on the loan’s current applicable spread.
Amounts owing under the 2025 Term Loan may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR-based rate election is in effect. The 2025 Term Loan contains certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The 2025 Term Loan also contains customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.
On November 12, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement in connection with a private placement of $200.0 million of the Operating Partnership’s senior unsecured notes (the “2026 Notes”), consisting of (i) $50.0 million aggregate principal amount of 4.90% senior unsecured notes due January 20, 2031 (the “2025-C Notes”) and (ii) $150.0 million aggregate principal amount of 5.13% senior unsecured notes due January 20, 2033 (the “2026-A Notes”), with a group of institutional investors. Considering the treasury lock agreements noted below, the interest rate on the notes will be fixed at 5.06% and 5.31%, respectively.
The sale and purchase of $28.0 million of the 2025-C Notes was completed on December 31, 2025 and sale and purchase of the balance of the $22.0 million of the 2025-C Notes and all of the 2026-A Notes was completed on January 20, 2026. The Operating Partnership intends to use the net proceeds from the issuance of the 2026 Notes for general corporate purposes, including funding future acquisitions.
The 2026 Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semi-annually in arrears, until such principal becomes due and payable. The entire unpaid principal balance of each 2026 Note shall be due and payable on the maturity date thereof. The 2026 Notes are senior unsecured obligations of the Operating Partnership and rank equal in right of payment with all other senior unsecured indebtedness of the Operating Partnership. The 2026 Notes are unconditionally guaranteed by the Company.
The Operating Partnership is permitted to prepay the outstanding 2026 Notes in whole or in part, in an amount not less than 5% of the aggregate principal amount of the Notes then outstanding, at any time at (i) 100% of the principal amount so prepaid, plus (ii) the make-whole amount, which is equal to the excess, if any, of the discounted value of the remaining scheduled principal and interest payments with respect to the 2025 Notes being prepaid over the principal amount of such 2026 Notes. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. If a change in control occurs for the Company, the Operating Partnership must offer to prepay the outstanding 2026 Notes. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest but without any make-whole amount.
The 2026 Notes contain certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio.
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In connection with the offering of the 2026 Notes, the Company executed two treasury lock hedge transactions in September 2025 to hedge the treasury yield component of the overall rate ultimately assigned to the two tranches of 2026 Notes. The treasury locks secured a treasury yield of 3.96% for the $150.0 million of 2026-A Notes and a treasury yield of 3.76% for the $50 million of 2025-C Notes. The hedge transactions settled on October 23, 2025, in connection with the pricing of the 2026 Notes, and included a payment of $2.0 million, which is recognized as a loss within Accumulated OCI on the consolidated balance sheets as of December 31, 2025. This amount is amortized on a straight-line basis as an increase to interest expense over the terms of the 2025-C and the 2026-A notes.
As of December 31, 2025, the Company was in compliance with all its financial covenants governing its debt. Although the Company believes it will continue to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities.
As part of its growth strategy, the Company may incur additional debt to finance future acquisitions, including debt that refinances or replaces borrowings under the Revolving Credit Facility, the 2024 Term Loan, the 2025 Term Loan, the 2025 Notes or the 2026 Notes. While the Company believes it has several viable sources to obtain capital and fund its business, the sources of funds could be affected by various risks and uncertainties.
Dividend Distributions
The Company declared a quarterly cash dividend of $0.16 per share in each of the four quarters in 2025 and a special cash dividend of $0.03 in the fourth quarter of 2025. The dividends are summarized as follows (in millions):
Quarter Declared Amount Declared Date Paid Amount Paid
Total year to date $ 71.6 $ 71.2
The Company anticipates making distributions to holders of its common stock to satisfy REIT requirements and generally not be subject to U.S. federal income tax (other than with respect to operations conducted through a taxable REIT subsidiary of the Company) or excise tax. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company generally intends to make distributions with respect to each taxable year in an amount at least equal to its REIT taxable income for such taxable year. To the extent that cash available for distribution is less than the Company’s REIT taxable income, the Company may make a portion of its distributions in the form of additional shares of common stock, and any such distribution of such common stock may be taxable as a dividend to stockholders.
Although the Company generally expects to declare and pay distributions on a quarterly basis, the Company’s Board of Directors (the “Board”) will evaluate its distribution policy regularly in order to maintain sufficient liquidity for operations and in order to maximize the Company’s free cash flow while still adhering to REIT payout requirements and minimizing federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).
Any distributions the Company makes to its stockholders will be at the discretion of the Board and will depend upon, among other things, the Company’s actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its portfolio, its operating expenses and any other expenditures
Common Stock Continuous Equity Program and Common Stock Repurchase Program
On October 1, 2025, the Company entered into an agreement for the future issuance of up to $250.0 million of common stock under a continuous equity program (“ATM Program”). During the year ended December 31, 2025, the Company offered and sold 3,250,764 shares of its common stock on a forward basis under the ATM Program at a weighted-average price of $23.22 per share before issuance costs, generating expected gross proceeds before issuance costs of $75.5 million, with no shares settled to date. From January 1, 2026 through February 9, 2026, the Company offered and sold 1,932,000 shares of its common stock on a forward basis under the ATM Program at a weighted-average price of $23.18 per share before issuance costs, generating expected gross proceeds before issuance costs of $44.8 million, with no shares settled to date. The 2025 and 2026 transactions may be settled at any time before the applicable settlement date at various dates through December 31, 2026 for the 2025 transactions and through March 31, 2027 for the 2026 transactions. Actual future sales will depend on a variety of factors including, but not limited to, market conditions,
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the trading price of the Company’s common stock, and the Company’s capital needs. The Company has no obligation to sell any shares under the ATM Program. As of February 9, 2026, the Company had $129.7 million available for future offerings under this ATM Program.
On September 25, 2025, the Company’s Board of Directors authorized a common stock repurchase program. Under the terms of the program, the Company may purchase up to a maximum aggregate value of $250.0 million in shares of its common stock. Through February 9, 2026, the Company had not repurchased any shares under this program.
Non-controlling Interests
The Company owns all of its properties and conducts substantially all its business through the Operating Partnership. The Company is the sole general partner of the Operating Partnership. As of December 31, 2025, the Company held an approximately 99.1% ownership interest in the Operating Partnership, with the remaining OP Units held by certain of the Company’s current executive officers through common units or LTIP Units, as defined by the partnership agreement, subject to vesting requirements.
Cash Flow Activity
The Company expects that its core business of leasing space to well capitalized retailers will continue to generate consistent cash flow after expenses. The following presents a summary of the Company’s consolidated statements of cash flow (in thousands):
For the Year Ended December 31,
Cash flow provided by operating activities $ 124,601 $ 54,260
Cash flow used for investing activities (803,245 ) (437,401 )
Changes in cash flow for the year ended December 31, 2025, compared to the prior year are as follows:
Operating Activities: Cash provided by operating activities increased $70.3 million primarily due to the net impact from property acquisitions, a decrease in transaction costs related to the Spin-Off and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.
Investing Activities: Cash used for investing activities increased $365.8 million primarily due to the increase in real estate assets acquired of $368.1 million including deposits for future acquisitions, partially offset by an increase in proceeds from the disposition of real estate of $1.8 million.
Financing Activities: Cash provided by financing activities decreased $667.0 million primarily due to the decrease in transactions with SITE Centers of $1,039.5 million and dividends paid of $77.4 million, partially offset by proceeds from the term loans of $250.0 million and the senior unsecured notes of $178.0 million and the lower repayment of mortgage debt of $25.7 million.
SOURCES AND USES OF CAPITAL
The Company remains committed to maintaining sufficient liquidity and financial flexibility in order to pursue its stated business plan to acquire additional convenience properties and scale the Company’s portfolio while managing its overall risk profile. Cash flow from operations, as well as debt and equity financings, represent additional potential sources of proceeds to be used to execute on the Company’s business plan.
Acquisitions
During 2025, the Company acquired $788.4 million of real estate including 79 convenience shopping centers, with an aggregate GLA of 1.7 million square feet.
During 2024, the Company acquired $425.3 million of real estate including 32 convenience shopping centers, with an aggregate GLA of 0.9 million square feet.
Indebtedness
As of December 31, 2025, $100.0 million had been drawn on the 2024 Term Loan, $150.0 million had been drawn on the 2025 Term Loan, $150.0 million had been drawn on the 2025 Notes and $28.0 million had been drawn on the 2026 Notes. For a summary of interest payable under the 2024 Term Loan, the 2025 Term Loan, the 2025 Notes and the 2026 Notes, see “Indebtedness” in Liquidity, Capital Resources and Financing Activities section above.
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Outparcel Construction Projects
In addition to the redevelopment projects to be completed by SITE Centers in accordance with the Separation and Distribution Agreement, during the years ended December 31, 2025, 2024 and 2023, the Company invested $0.3 million, $2.6 million and $5.8 million, respectively, in multiple outparcel construction projects. These outparcels were carved out of existing shopping centers owned by SITE Centers.
CAPITALIZATION
At December 31, 2025, the Company’s capitalization consisted of $428.0 million of debt and $2.4 billion of market equity (calculated as shares of common stock and common units outstanding multiplied by $23.21, the closing price of the Company’s common stock on the New York Stock Exchange on December 31, 2025).
Management seeks to maintain access to the capital resources necessary to manage the Company’s balance sheet. Accordingly, the Company may seek to obtain funds through additional debt or equity financings in a manner consistent with its intention to operate with a prudent debt capitalization policy.
The Revolving Credit Facility, the 2024 and 2025 Term Loans and the 2025 and 2026 Notes contain certain financial and operating covenants, including, among other things, debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in certain mergers and acquisitions and make distribution to its stockholders. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees and accelerated maturities.
CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS
Other Commitments
In conjunction with construction primarily related to leasing at its convenience shopping centers, the Company had entered into commitments with general contractors aggregating approximately $1.8 million for its properties at December 31, 2025. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow. These contracts typically can be changed or terminated without penalty.
The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At December 31, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $0.8 million related to the maintenance of its properties.
The Company has entered into employment contracts with all four of its executive officers. These contracts generally provide for base salary, bonuses based on factors including the financial performance of the Company and personal performance, participation in the Company’s equity plans and retirement plans, health and welfare benefits and reimbursement of various qualified business expenses. These employment agreements also provide for certain perquisites (e.g., health insurance coverage, car service, reimbursement of life and disability insurance premiums, etc.) and severance payments and benefits for various departure scenarios. The employment agreement for the Company’s President and Chief Executive Officer extends through October 1, 2027. The employment agreement for the Company’s Chief Financial Officer and Chief Investment Officer extends through September 30, 2026. The employment agreement for the Company’s General Counsel extends through April 30, 2027. All of the agreements are subject to termination by either the Company or the executive without cause upon at least 90 days’ notice subject to the payment of severance and other amounts to the executive under certain circumstances.
ECONOMIC CONDITIONS
The Company continues to experience steady retailer demand for vacant or available space and executed new leases and renewals aggregating approximately 0.5 million square feet of GLA for the year ended December 31, 2025. The Company believes the elevated portfolio leased rate and overall tenant activity are attributable to demand for space at properties located on the curbline of well-trafficked intersections and major vehicular corridors and limited new supply. Additionally, the Company’s portfolio benefits from its concentration in suburban, above-average household income communities along with positive demographic and economic trends.
The Company has a diversified tenant base, with only one tenant whose annualized rental revenue equals or exceeds 2% of the Company’s ABR (Starbucks at 2.6% as of December 31, 2025). Other significant national tenants generally have relatively strong financial positions, have outperformed their respective retail categories over time and the Company believes remain well-capitalized.
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The majority of the tenants in the Company’s convenience shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of the tenants to outperform under a variety of economic conditions and provide a stable revenue base. The Company has relatively little reliance on overage or percentage rents generated by tenant sales performance or on ancillary income.
The Company believes that the convenience property portfolio is well positioned, as evidenced by recent leasing activity, historical leased and occupancy levels and consistent reported leasing spreads. At December 31, 2025, the convenience property portfolio leased and occupancy rates were 96.7% and 94.1%, respectively, and the portfolio ABR per occupied square foot was $34.52, as compared to leased and occupancy rates of 95.5% and 93.9%, respectively, and ABR per occupied square foot of $35.62 at December 31, 2024. The per square foot cost of leasing capital expenditures has been consistent with the Company’s historical trends and the standardized site plan of the majority of the Company’s convenience shopping centers together with high tenant retention rates, higher annualized base rents per square foot and the depth of leasing prospects that can utilize existing square footage generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time. The Company generally does not expend a significant amount of capital on lease renewals, which constitute the majority of overall leasing activity. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for all leases executed during the years ended December 31, 2025 and 2024 was $3.04 and $1.72 per rentable square foot, respectively.
Inflation, higher interest rates, evolving U.S. tariffs and reciprocal or retaliatory tariffs on U.S. goods and the market reaction thereto, and concerns over consumer spending growth, along with the volatility of global capital markets continue to pose risks to the U.S. economy, the retail sector overall and the Company’s tenants. The retail sector overall has also been affected by changing consumer behaviors, increased competition and e-commerce market share gains. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements and overall cash flow, balance sheet and liquidity. In some cases, changing conditions have resulted in weaker retailers losing market share and declaring bankruptcy and/or closing stores. However, other retailers continue to expand their store fleets and launch new concepts within the suburban, high-household-income communities in which the properties are located. As a result, the Company believes that its prospects to backfill any spaces vacated by bankrupt or non-renewing tenants are generally favorable. However, there can be no assurance that vacancy resulting from increasingly uncertain economic conditions will not adversely affect the Company’s operating results.
Rising interest rates and the availability of commercial real estate financing have also impacted, at certain times, real estate owners’ ability to acquire and sell assets and raise equity and debt financing. The Company had $428.0 million of indebtedness as of December 31, 2025. Debt capital markets liquidity could adversely impact the Company’s current and expected future business plan and its ability to finance future maturities and/or investments, and the interest rates applicable thereto. Depending on market conditions, the Company intends to acquire additional assets funded with cash on hand along with retained cash flow and debt and equity financing. The timing of certain acquisitions may be impacted by capital markets activity along with the volume and pricing of assets available to acquire. Unfavorable changes in interest rates or the capital markets could adversely impact the Company’s return on investments.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company’s primary market risk exposure is interest rate risk. At December 31, 2025, the Company’s debt adjusted to reflect the swaps of the variable-rate (SOFR) components of the interest rates applicable to the 2024 Term Loan and 2025 Term Loan to fixed rates is summarized as follows:
Variable-Rate Debt — — — —
If the Company were to incur variable-rate indebtedness, its exposure to increases in interest rates could increase. The Company does not believe, however, that increases in interest expense as a result of inflation or other economic factors will significantly impact the Company’s distributable cash flow.
The interest rate risk on a portion of the Company’s variable-rate debt has been mitigated through the use of interest rate swap agreements with major financial institutions. At December 31, 2025, the variable-rate (SOFR) component of the interest rate applicable to the Company’s $100.0 million consolidated 2024 Term Loan and the $150.0 million consolidated 2025 Term Loan were swapped to a fixed rate through October 1, 2029 and January 1, 2031, respectively. The Company is exposed to credit risk in the event
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of nonperformance by the counterparties to the swaps. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions.
The carrying value of the Company’s fixed-rate debt was adjusted to include the $278.0 million of variable-rate debt that was swapped to a fixed rate. An estimate of the effect of a 100 basis-point increase at December 31, 2025, is summarized as follows (in millions):
Carrying Value FairValue 100 Basis-PointIncrease inMarket InterestRate
(A)
Includes the fair value of the swap, which was a liability of $2.7 million at December 31, 2025.
(B)
Includes the fair value of the swap adjusted for a 100 basis-point increase in market interest rates of an asset of $7.2 million at December 31, 2025.
The Company intends to continually monitor and actively manage interest costs on any variable-rate debt and may enter into swap positions or interest rate caps. Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered into, and does not plan to enter into, any derivative financial instruments for trading or speculative purposes. As of December 31, 2025, the Company had no other material exposure to market risk.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The response to this item is included in a separate section at the end of this Annual Report on Form 10-K beginning on page F-1 and is incorporated herein by reference thereto.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, with the participation of the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2025, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were effective as of December 31, 2025, to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in “Internal Control—Integrated Framework” (2013). Based on those criteria, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein and is incorporated in this Item 9A by reference thereto.
51
Changes in Internal Control over Financial Reporting
During the three months ended December 31, 2025, there were no changes in the Company’s internal control over financial reporting that materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
No director or officer has adopted or terminated any contract, instruction, or written plan for the purchase or sale of securities of the Company that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or any written trading arrangement for the purchase or sale of securities of the Company that meets the requirements of a non-Rule 10b5-1 trading arrangement as defined in Item 408(c), as defined in Regulation S-K of the Exchange Act.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
52
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The Company’s Board of Directors has adopted the following corporate governance documents:
•
Corporate Governance Guidelines that guide the Board of Directors in the performance of its responsibilities to serve the best interests of the Company and its stockholders;
•
Written charters of the Audit Committee, Compensation Committee and Nominating and Sustainability Committee;
•
Code of Ethics for Senior Financial Officers that applies to the Company’s senior financial officers, including the president, chief executive officer, chief financial officer, chief accounting officer, controllers, treasurer and chief internal auditor among others designated by the Company, if any (amendments to, or waivers from, the Code of Ethics for Senior Financial Officers will be disclosed on the Company’s website); and
•
Code of Business Conduct and Ethics that governs the actions and working relationships of the Company’s employees, officers and directors with current and potential customers, consumers, fellow employees, competitors, government and self-regulatory agencies, investors, the public, the media and anyone else with whom the Company has or may have contact.
Copies of the Company’s corporate governance documents are available on the Company’s website, www.curbline.com, under “Investors—Governance—Governance Documents.”
Certain other information required by this Item 10 is incorporated herein by reference to the information under the headings “Proposal One: Election of Two Class II Directors” and “Board Governance” and “Corporate Governance and Other Matters—Delinquent Section 16(a) Reports” contained in the Company’s Proxy Statement for the Company’s 2026 annual meeting of stockholders to be filed with the SEC pursuant to Regulation 14A (the “2026 Proxy Statement”), and the information under the heading “Information About the Company’s Executive Officers” in Part I of this Annual Report on Form 10‐K.
Item 11. EXECUTIVE COMPENSATION
Information required by this Item 11 is incorporated herein by reference to the information under the headings “Board Governance—Compensation of Directors,” “Proposal Two: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers—Compensation Committee Interlocks and Insider Participation” and “Executive Compensation Tables and Related Disclosure” contained in the 2026 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Certain information required by this Item 12 is incorporated herein by reference to the “Corporate Governance and Other Matters—Security Ownership of Certain Beneficial Owners” and “Executive Compensation Tables and Related Disclosure—Equity Compensation Plan Information” sections of the 2026 Proxy Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 is incorporated herein by reference to the “Proposal One: Election of Two Class II Directors” and “Corporate Governance and Other Matters—Related-Party Transactions” sections of the Company’s 2026 Proxy Statement.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Incorporated herein by reference to the “Proposal Four: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm—Fees Paid to PricewaterhouseCoopers LLP” and “Proposal Four: Ratification of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm—Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors” sections of the Company’s 2026 Proxy Statement.
53
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a)
1. Financial Statements
The following documents are filed as part of this report:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
The following financial statement schedules are filed herewith as part of this Annual Report on Form 10-K and should be read in conjunction with the consolidated financial statements of the registrant:
Schedule
II — Valuation and Qualifying Accounts and Reserves
III — Real Estate and Accumulated Depreciation
Schedules not listed above have been omitted because they are not applicable or because the information required to be set forth therein is included in the Company’s consolidated financial statements or notes thereto.
b) Exhibits — The following exhibits are filed as part of, or incorporated by reference into, this report:
54
55
* Management contracts and compensatory plans or arrangements required to be filed as an exhibit pursuant to Item 15(b) of Form 10-K.
Item 16. FORM 10-K SUMMARY
None.
56
Curbline Properties Corp.
INDEX TO FINANCIAL STATEMENTS
Financial Statements: Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238) F-2
Consolidated Balance Sheets at December 31, 2025 and 2024 F-4
Notes to Consolidated Financial Statements F-9
Financial Statement Schedules:
III — Real Estate and Accumulated Depreciation at December 31, 2025 F-31
All other schedules are omitted because they are not applicable, or the required information is shown in the consolidated financial statements or notes thereto.
F-1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Curbline Properties Corp.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Curbline Properties Corp. and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, 2025, including the related notes and financial statement schedules listed in the accompanying index (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
F-2
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Purchase Price Allocation for Property Acquisitions
As described in Notes 1 and 2 to the consolidated financial statements, the Company completed 79 real estate acquisitions for total consideration of $785.3 million during the year ended December 31, 2025. Upon acquisition of a property, the Company allocates the purchase price to assets acquired and liabilities assumed on a gross basis based on their relative fair values at the date of acquisition. The Company estimates the fair value of land as if the site was unimproved based on comparable market transactions. The fair value of the building is determined as if it were vacant by applying a capitalization rate to property net operating income based upon market leasing assumptions. Above- and below-market lease values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between contractual rents and estimated market rents. The value of acquired in-place leases is recorded based on the present value of the estimated gross monthly market rental rate for each individual lease multiplied by the estimated period of time it would take to lease the space to a new tenant.
The principal considerations for our determination that performing procedures relating to the purchase price allocation for property acquisitions is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the tangible and intangible assets acquired and liabilities assumed that were used to allocate the purchase price; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions related to land comparables, discount rates, capitalization rates and market rental rates used as applicable to the property acquisition and asset acquired or liability assumed; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to purchase price allocations for property acquisitions, including controls over management’s development of the fair value estimates of the tangible and intangible assets acquired and liabilities assumed and controls over the review of significant assumptions related to land comparables, discount rates, capitalization rates and market rental rates. These procedures also included, among others, for a sample of acquisitions, (i) reading the purchase agreements and leasing documents; (ii) testing management’s process for developing the fair value estimates of the tangible and intangible assets acquired and liabilities assumed; (iii) evaluating the appropriateness of the valuation methods; (iv) testing the completeness and accuracy of certain underlying data used in the valuation methods; and (v) evaluating the reasonableness of the significant assumptions used by management related to land comparables, discount rates, capitalization rates and market rental rates as applicable to the property acquisition and asset acquired or liability assumed. Evaluating the reasonableness of management’s assumptions involved considering the consistency of the assumptions used with (i) external market and industry data and (ii) evidence obtained in other areas of the audit. For certain property acquisitions, professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the valuation methods used by management and (ii) the reasonableness of certain significant assumptions related to the acquisitions.
/s/ PricewaterhouseCoopers LLP
New York, New York
February 10, 2026
We have served as the Company’s auditor since 2024.
F-3
CURBLINE PROPERTIES CORP.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
December 31,
Assets
Liabilities and Equity
Indebtedness:
Senior notes, net $ 175,086 $ —
Revolving credit facility — —
Accounts payable and other liabilities 45,511 23,718
Commitments and contingencies (Note 7)
Equity
Accumulated distributions in excess of net income (46,100 ) (15,021 )
Accumulated other comprehensive (loss) income (4,606 ) 1,207
The accompanying notes are an integral part of these consolidated financial statements.
F-4
CURBLINE PROPERTIES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
For the Year Ended December 31,
Revenues from operations:
Rental operation expenses:
Other income (expense):
Gain on disposition of real estate, net 1,378 — 371
Income attributable to non-controlling interests (52 ) (11 ) —
Per share data:
The accompanying notes are an integral part of these consolidated financial statements.
F-5
CURBLINE PROPERTIES CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
For the Year Ended December 31,
Change in cash flow hedges (5,820 ) 1,208 —
Comprehensive income attributable to non-controlling interests 7 (1 ) —
Net income attributable to non-controlling interests (52 ) (11 ) —
Total comprehensive income attributable to Curbline $ 34,016 $ 11,469 $ 31,013
The accompanying notes are an integral part of these consolidated financial statements.
F-6
CURBLINE PROPERTIES CORP.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
Curbline Equity
Common Stock
Issuance of common stock related to stock plans 2 — 52 — — — 52 — 52
Rebalancing of non-controlling interests — — 34 — — — 34 (34 ) —
Issuance of common stock related to stock plans 451 5 (4 ) — — — 1 — 1
Rebalancing of non-controlling interests — — 640 — — — 640 (640 ) —
Other comprehensive loss — — — — — (5,813 ) (5,813 ) (7 ) (5,820 )
The accompanying notes are an integral part of these consolidated financial statements.
F-7
CURBLINE PROPERTIES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
For the Year Ended December 31,
Cash flow from operating activities:
Amortization and write-off of debt issuance costs 1,590 346 161
Gain on disposition of real estate (1,378 ) — (371 )
Assumption of buildings due to ground lease terminations (2,020 ) (2,678 ) —
Net change in accounts receivable (5,453 ) (859 ) (2,667 )
Net change in accounts payable and accrued expenses 2,529 6,168 (753 )
Net change in other operating assets and liabilities 4,096 (4,726 ) (135 )
Cash flow from investing activities:
Deposits for future acquisitions (2,352 ) (913 ) —
Real estate improvements to operating real estate (17,405 ) (17,787 ) (23,164 )
Proceeds from disposition of real estate 1,838 — 563
Cash flow from financing activities:
Proceeds from term loan 250,000 — —
Proceeds from unsecured notes 178,000 — —
Payment of debt issuance costs (4,293 ) (5,034 ) —
Common stock offering expenses (1,446 ) — —
Taxes withheld for vested restricted stock (3,089 ) (23 ) —
Dividends paid (77,384 ) — —
Cash, cash equivalents and restricted cash, beginning of period 626,409 721 590
The accompanying notes are an integral part of these consolidated financial statements.
F-8
Notes to Consolidated Financial Statements
1.
Nature of Business, Basis of Presentation and Summary of Significant Accounting Policies
Nature of Business
Curbline Properties Corp., a Maryland corporation, and its consolidated subsidiaries (collectively, 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. Curbline Properties LP (the “Operating Partnership”) is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of our real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the operating partnership (“Common Units”) and LTIP Units, as described in Note 9 (together with the Common Units, the “OP Units”). As of December 31, 2025, Curbline held an approximately 99.1% ownership interest in the Operating Partnership, with the remaining OP Units held by members of management. Unless otherwise provided, references herein to the Company or Curbline include Curbline Properties Corp. and Curbline Properties LP and their consolidated subsidiaries. The Company’s tenant base includes a mixture of national, regional and local tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry.
On October 1, 2024 (the “Spin-Off Date”), Curbline, the Operating Partnership and SITE Centers Corp. (“SITE Centers”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, SITE Centers transferred its portfolio of convenience shopping centers, $800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution of all of the outstanding shares of a Curbline common stock to common shareholders of SITE Centers as of September 23, 2024, the record date (the “Spin-Off”). As of December 31, 2025, the Company owned 176 convenience shopping centers consisting of 4.8 million square feet of gross leasable area (“GLA”).
The Company elected to be treated as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, commencing with the taxable year ending December 31, 2024, and intends to maintain its status as a REIT for U.S. federal income tax purposes in future periods. The Company is operated 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. 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.
Prior to the Spin-Off
For periods prior to October 1, 2024, the accompanying historical consolidated financial statements and related notes of the Company do not represent the balance sheet, statement of operations and cash flows 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 herein, in each case, in accordance with U.S. generally accepted accounting principles (“GAAP”). Intercompany transactions and balances have been eliminated in combination.
As of October 1, 2024, the Curbline portfolio consisted of 79 convenience shopping centers, including 26 properties that were carved out of existing shopping centers owned by SITE Centers. The Company’s process of allocating the land value to the carved-out properties was to conclude, as of the original acquisition date, the fair value per square foot of the convenience land with the residual value allocated to the existing shopping center, which was validated with market comparisons. The Company’s process of allocating the building value at the convenience property, as compared to the shopping center, is based on annualized base rent as of the date of acquisition or based on specific identification of costs for ground up developments as of the date placed in service. The Company’s process of allocating mortgage indebtedness and interest expense for these properties was based on the percentage of total assets at acquisition date or refinancing.
The consolidated statements of operations and cash flows for the periods prior to October 1, 2024 reflect the revenues and direct expenses of the Company and include material assets and liabilities of SITE Centers that are specifically attributable to the Company. Net parent investment reflected on the consolidated statements of equity prior to the Spin-Off Date represents the excess of total assets over total liabilities. Net parent investment is impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the Spin-Off, as well as the allocated costs and expenses described below.
F-9
Further, the consolidated statements of operations and cash flows for the periods prior to October 1, 2024 include an allocation of indirect costs and expenses incurred by SITE Centers related to the Company, primarily consisting of compensation and other general and administrative costs using the relative percentage of GLA of the Company and SITE Centers’ management’s knowledge of the Company. The amounts allocated in the accompanying consolidated financial statements are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the Company been a separate independent entity during the applicable periods. The Company believes the assumptions underlying the allocation of indirect expenses are reasonable.
Other income (expense), net on the consolidated statements of operations for the year ended December 31, 2024 includes $30.8 million of transactions costs, primarily advisory, legal and professional fees, relating to the Spin-Off.
Use of Estimates in Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
Principles of Consolidation
The consolidated financial statements include the results of the Company, the Operating Partnership and their consolidated subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as non-controlling interests. These non-controlling interests are held by members of management in the form of Common Units and LTIP Units issued pursuant to the Company’s 2024 Equity and Incentive Compensation Plan. Curbline Properties LP is considered a variable interest entity and Curbline Properties Corp., which consolidates it, is the primary beneficiary. Substantially all of the parent company's assets and liabilities are the assets and liabilities of the Curbline Properties LP. All significant inter-company balances and transactions have been eliminated in consolidation.
Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information
Non-cash investing and financing activities are summarized as follows (in millions):
For the Years Ended
December 31,
Accounts payable related to construction in progress $ 1.8 $ 1.1 $ 1.5
Accounts receivable related to construction in progress 12.3 — —
Accounts payable related to future acquisitions 1.0 0.4 —
Accounts payable related to common stock offerings 0.2 — —
Contribution of net assets from SITE Centers — 51.8 —
Assumption of buildings due to ground lease terminations 2.0 2.7 —
Dividends declared, but not paid 20.9 26.7 —
Real Estate
Real estate assets, which include construction in progress and undeveloped land, are stated at cost less accumulated depreciation. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives of the assets as follows:
Buildings Useful lives, ranging from 10.6 to 31.5 years
Building improvements and fixtures Useful lives, ranging from 3 to 20 years
Tenant improvements Shorter of economic life or lease terms
The Company periodically assesses the useful lives of its depreciable real estate assets and accounts for any revisions, which are not material for the periods presented, prospectively. Expenditures for maintenance and repairs are charged to operations as incurred. Significant expenditures that improve or extend the life of the asset are capitalized.
Construction in progress and land primarily relates to convenience shopping center redevelopment projects. The Company capitalized certain direct costs (salaries and related personnel) and incremental internal construction costs of $0.2 million, $1.1 million and $0.6 million in 2025, 2024 and 2023, respectively.
F-10
In December 2025, the Company sold a land parcel to SITE Centers for gross proceeds of $1.8 million and recorded a Gain on disposition of real estate of $1.3 million. In 2023, the Gain on disposition of real estate is a result of condemnation proceeds in excess of land value.
Purchase Price Accounting
The Company’s acquisitions were accounted for as asset acquisitions, and the Company capitalized the acquisition costs incurred. Upon acquisition of properties, the Company estimates the fair value of acquired tangible assets, consisting of land, building and improvements and intangibles, generally including above- and below-market leases and in-place leases. The Company allocates the purchase price to assets acquired and liabilities assumed on a gross basis based on their relative fair values at the date of acquisition.
The fair value of land of an acquired property considers the value of land as if the site was unimproved based on comparable market transactions. The fair value of the building is determined as if it were vacant by applying a capitalization rate to property net operating income based upon market leasing assumptions. Above- and below-market lease values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between contractual rents and estimated market rents, measured over a period equal to the remaining term of the lease for above-market leases and the remaining term plus the estimated term of any below-market, renewal options for below-market leases. The capitalized above- and below-market lease values are amortized to base rental revenue over the related lease term plus fixed-rate renewal options, as appropriate. The value of acquired in-place leases is recorded based on the present value of the estimated gross monthly market rental rate for each individual lease multiplied by the estimated period of time it would take to lease the space to a new tenant. Such amounts are amortized to expense over the remaining initial lease term.
Real Estate Impairment Assessment
The Company reviews its individual real estate assets, including undeveloped land and construction in progress, and intangibles for potential impairment indicators whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment indicators are primarily related to changes in estimated hold periods and significant, prolonged decreases in projected cash flows; however, other impairment indicators could occur. Decreases in cash flows may be caused by declines in occupancy, projected losses on potential future sales, market factors, significant changes in projected development costs or completion dates and sustainability of development projects. An asset with impairment indicators is considered impaired when the undiscounted future cash flows are not sufficient to recover the asset’s carrying value. The determination of anticipated undiscounted cash flows is inherently subjective, requiring significant estimates made by management, and considers the most likely expected course of action at the balance sheet date based on current plans, intended holding periods and available market information. For operational real estate assets, the significant valuation assumptions include the capitalization rate used in the income capitalization valuation, as well as the projected property net operating income. If an asset’s carrying value is not recoverable, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. There were no impairment charges recorded during the years ended December 31, 2025, 2024 and 2023.
Interest Paid
Interest paid on the Company’s indebtedness during the years ended December 31, 2025, 2024 and 2023, aggregated $5.9 million, $0.5 million and $1.7 million, respectively of which $0.1 million was capitalized for the year ended December 31, 2025. Total gross facility and commitment fees paid by the Company for its revolving credit facility and term loan in 2025 and 2024 were $1.0 million and $0.2 million respectively.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company maintains cash deposits with major financial institutions, which from time to time may exceed federally insured limits. The Company periodically assesses the financial condition of these institutions and believes the risk of loss is minimal.
Accounts Receivable
The Company makes estimates of the collectability of its accounts receivable related to base rents, including straight-line rentals, expense reimbursements and other revenue or income. Rental income has been reduced for amounts the Company believes are not probable of being collected. The Company analyzes tenant credit worthiness, as well as current economic and tenant-specific sector trends when evaluating the probability of collection of accounts receivable. In evaluating tenant credit worthiness, the Company’s assessment may include a review of payment history, tenant sales performance and financial position. For larger national tenants, the Company also evaluates projected liquidity, as well as the tenant’s access to capital and the overall health of the particular sector. In addition, with respect to tenants in bankruptcy, the Company makes estimates of the expected recovery of pre-petition and
F-11
post-petition claims in assessing the probability of collection of the related receivable. The time to resolve these claims may exceed one year. These estimates have a direct impact on the Company’s earnings because once the amount is not considered probable of being collected, earnings are reduced by a corresponding amount until the receivable is collected. See the discussion below, under Revenue Recognitionregarding cash-basis tenants.
Accounts receivable, excluding straight-line rents receivable, do not include estimated amounts deemed not probable of being collected (including contract disputes) of $0.2 million and $0.3 million at December 31, 2025 and 2024. Accounts receivable are generally expected to be collected within one year. At December 31, 2025 and 2024, straight-line rents receivable, net of a provision for uncollectible amounts of $0.3 million for both years ended, aggregated $13.9 million and $9.9 million, respectively.
Deferred Charges
External costs and fees incurred in obtaining indebtedness are included in the Company’s consolidated balance sheets as a direct deduction from the related debt liability, or as an asset until the indebtedness is drawn upon. Debt issuance costs related to the Company’s revolving credit facility remain classified as an asset on the consolidated balance sheets as these costs are, at the outset, not associated with an outstanding borrowing. The aggregate costs are amortized over the terms of the related debt agreements. Such amortization is reflected in Interest Expense in the Company’s consolidated statements of operations.
Revenue Recognition
The Company’s tenant-related revenue is recognized pursuant to lease agreements and is governed by the leasing guidance. Rental income on the consolidated statements of operations includes contractual lease payments that generally consist of the following:
•
Fixed-lease payments, which include fixed payments associated with expense reimbursements from tenants for common area maintenance, taxes and insurance and are recognized on a straight-line basis over the non-cancelable term of the lease, which generally ranges from one month to 20 years, and include the effects of applicable rent steps and abatements;
•
Variable lease payments, which include overage income, recognized after a tenant’s reported sales have exceeded the applicable sales breakpoint set forth in the applicable lease and percentage income;
•
Variable lease payments associated with expense reimbursements from tenants for common area maintenance, taxes, insurance and other property operating expenses, based upon the tenant’s lease provisions, which are recognized in the period the related expenses are incurred;
•
Lease termination payments, which are recognized upon the effective termination of a tenant’s lease when the Company has no further obligations under the lease; and
•
Ancillary and other property-related rental payments, primarily composed of parking and advertisement income, which are recognized in the period earned.
For those tenants where the Company is unable to assert that collection of amounts due over the lease term is probable, regardless if the Company has entered into a deferral agreement to extend the payment terms, the Company has categorized these tenants on the cash basis of accounting. As a result, all existing accounts receivable relating to these tenants have been reserved in full, including straight-line rental income, and no rental income is recognized from such tenants once they have been placed on the cash basis of accounting until payments are received. The Company will remove the cash basis designation and resume recording rental income from such tenants on a straight-line basis at such time it believes collection from the tenants is probable based upon a demonstrated payment history, improved liquidity, the addition of credit-worthy guarantors or a recapitalization event.
Leases
The Company’s accounting policies as a lessor exclude from lease payments taxes assessed by a governmental authority that are both imposed on and concurrent with rental income and collected by the lessor from the lessee (e.g., sales tax).
Equity-Based Plans
The Company granted LTIP Units and restricted stock awards to its officers, employees and board of directors. The Company has restricted stock units outstanding due to the conversion of awards from SITE Centers. Dividends or dividend equivalents are paid on unvested restricted stock awards and unvested restricted stock units which make these grants participating securities.
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Compensation cost relating to stock-based payment transactions classified as equity is recognized in the financial statements based upon the grant date fair value and the expense is generally recognized ratably over the vesting period and forfeitures are recognized in the period in which they occur.
Income Taxes
The Company elected to qualify, and believes it is operating so as to qualify, as a real estate investment trust (“REIT”) for federal income tax purposes. Accordingly, the Company generally will not be subject to federal income tax, provided that it makes distributions to its stockholders equal to at least the amount of its REIT taxable income as defined under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), and continues to satisfy certain other requirements.
The Company conducts certain activities that it would not be able to engage in directly and maintain its REIT qualification through entities that elect to be treated as taxable REIT subsidiaries (“TRSs”) under the Code. As such, the Company is subject to federal and state income taxes on the income from these activities. In order to maintain its REIT status, the Company must meet certain income tests to ensure that its gross income consists of passive income and not income from the active conduct of a trade or business. The Company utilizes its two TRSs to the extent certain fee and other miscellaneous non-real estate related income cannot be earned by the REIT or Operating Partnership.
In the normal course of business, the Company or one or more of its subsidiaries is subject to examination by federal, state and local tax jurisdictions, as well as certain jurisdictions outside the United States, in which it operates, where applicable. The Company expects to recognize interest and penalties related to uncertain tax positions, if any, as income tax expense. For the years ended December 31, 2025 and 2024, the Company recognized no material adjustments regarding its tax accounting treatment for uncertain tax provisions. As of December 31, 2025, the tax years that remain subject to examination by the major tax jurisdictions under applicable statutes of limitations are generally the year 2024 and forward.
The Company adopted Accounting Standards Update (“ASU”) 2023-09 which enhances income tax disclosure requirements in accordance with Financial Accounting Standards Board (“FASB”) ASC 740, Income Taxes. The adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or result of operations.
Deferred Tax Assets
The Company accounts for income taxes related to its two TRSs under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement carrying values and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the income statement in the period that includes the enactment date.
The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized. A valuation allowance is recorded against the deferred tax assets when the Company determines that an uncertainty exists regarding their realization, which would eliminate the benefit of deferred tax assets or increase the provision for income taxes. In making such determination, the Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent results of operations. Several of these considerations require assumptions and significant judgment about the forecasts of future taxable income and must be consistent with the plans and estimates that the Company is utilizing to manage its business. As a result, to the extent facts and circumstances change, an assessment of the need for a valuation allowance should be made.
Segments
The Company has a single operating segment. The Company’s convenience shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis or any other basis for purposes of allocating resources or capital. The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level.
The Company’s CODM is the chief executive officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported on the consolidated statements of operations. In addition, the CODM uses net operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. The Company defines NOI as property revenues less property-related expenses and excludes depreciation and amortization expense, interest income and expense, and corporate level transactions. The CODM reviews significant expenses associated with the Company’s single operating segment which are presented on the consolidated statements of operations. The CODM uses net income and NOI to evaluate income generated from the Company’s shopping centers in deciding whether to reinvest or allocate profits to
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capital expenditures, acquisitions or dividends. Net income and NOI are also used to monitor budget versus actual results in assessing the performance of the Company’s properties. The measure of segment assets is reported in the consolidated balance sheets as total consolidated assets.
Derivative and Hedging Activities
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risks, even if hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company has elected to classify the cash flows from derivatives in a qualifying cash flow hedging relationship in the same category as the cash flow from the hedged items.
Fair Value Hierarchy
The standard Fair Value Measurements specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). The following summarizes the fair value hierarchy:
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Non-controlling Interests
Non-controlling interests in the Operating Partnership include limited partnership interests in the Operating Partnership in the form of Common Units and unvested LTIP Unit awards classified as equity. Net income allocated to the non-controlling interests related to the Common Units and unvested service-based LTIP Units is based on the weighted average ownership during the period. The Company will adjust the carrying value of the non-controlling interests to reflect its share of the book value of the Operating Partnership when there has been a change in the Company’s ownership of the Operating Partnership. Such adjustments will be recorded to additional paid-in capital as a rebalancing of non-controlling interests on the accompanying consolidated statements of equity.
Recently Issued Accounting Standards
Expense Disaggregation Disclosures. In November 2024, the FASB issued ASU 2024-03, which requires additional disaggregated disclosure about certain income statement expense line items. ASU 2024-03 is effective for annual reporting years beginning after December 15, 2026 and interim periods within the fiscal years beginning after December 15, 2027. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.
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2.
Acquisitions
During 2025 and 2024, the Company acquired 79 and 32 convenience shopping centers for a gross purchase price of $788.4 million and $425.3 million of real estate, respectively. The fair value of the acquisitions was allocated as follows (in thousands):
Weighted-AverageAmortization Period(in Years)
Other assets assumed 1,786 658 N/A N/A
Less: Other liabilities assumed (7,200 ) (3,206 ) N/A N/A
(A)
Depreciated in accordance with the Company’s policy (Note 1).
Total consideration for the acquisitions was paid in cash. Included in the Company’s consolidated statements of operations are $31.4 million, $10.7 million and $6.3 million in total revenues from the date of acquisition through December 31, 2025, 2024 and 2023, respectively, for properties acquired during each of the respective years.
3.
Other Assets and Intangibles, net
Other assets and intangibles consist of the following (in thousands):
Asset Accumulated Amortization Net
Intangible assets, net:
Other assets:
Prepaid expenses 1,143
Other assets(A) 4,864
Deferred charges, net 2,782
Total other assets $ 10,259
Liability Accumulated Amortization Net
(A)
Includes $3.3 million of acquisition escrow deposits.
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Asset Accumulated Amortization Net
Intangible assets, net:
Other assets:
Prepaid expenses $ 3,620
Swap receivable 1,208
Deferred charges, net(A) 4,805
Total other assets $ 12,153
Liability Accumulated Amortization Net
(A)
Represents the unamortized portion of the $5.1 million of fees incurred to obtain the Revolving Credit Facility and 2024 Term Loan (each as defined below in Note 5).
Amortization related to the Company’s intangibles was as follows (in thousands):
Year Income Expense
Estimated net future amortization associated with the Company’s intangibles is as follows (in thousands):
Year Income Expense
4.
Leases
Lessee
Pursuant to the Shared Services Agreement, Curbline has the right to use SITE Centers’ office space, including the location in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The amount recorded under the Shared Services Agreement (Note 12) is variable and the embedded lease rent expense of $1.5 million is included in general and administrative expense on the consolidated statements of operations.
Lessor
Space in the Company’s convenience shopping centers is leased to tenants pursuant to agreements that provide for terms generally ranging from one month to 20 years and for rents which, in some cases, are subject to upward adjustments based on contractual increases, operating expense levels, or sales volume as defined in the lease agreements.
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The disaggregation of the Company’s lease income, which is included in rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income based on the criteria specified in ASC 842, for the years ended December 31, 2025, 2024 and 2023, was as follows (in thousands):
Year Ended December 31,
Rental income:
Above-market and below-market leases amortization, net 4,639 2,710 1,505