UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number 1-42265

Curbline Properties Corp.

(Exact name of registrant as specified in its charter)


Maryland		93-4224532
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

     320 Park Avenue
New York, New York

     10022

     (Address of principal executive offices)

     (Zip Code)

Registrant’s telephone number, including area code: (216) 755-5500

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	CURB	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July~~October 22, 2025 the registrant had 105,~~214~~368,~~628~~120 shares of common stock, $0.01 par value per share, outstanding.

EXPLANATORY NOTE

This quarterly report of Curbline Properties Corp. (the “Company” or “Curbline”, “we” or “us”) includes the financial statements of the Company as of ~~June~~September 30, 2025 and December 31, 2024 and for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

On October 1, 2024, SITE Centers Corp. (“SITE Centers”) completed the spin-off of Curbline, pursuant to which SITE Centers contributed 79 convenience properties to the Company. The spin-off was effected pursuant to the Separation and Distribution Agreement, dated as of October 1, 2024, among the Company, Curbline Properties LP, a subsidiary of the Company, and SITE Centers, as further described in the Information Statement (as defined below).

The spin-off is more fully described in the information statement included as Exhibit 99.1 to the Company’s Registration Statement on Form 10 (File No. 001-42265) filed with the Securities and Exchange Commission on September 3, 2024 (the “Information Statement”). The spin-off became effective at 12:01 a.m., Eastern Time, on October 1, 2024 (the “Spin-Off Date”). The Company’s common stock trades on the New York Stock Exchange under the symbol “CURB”.

The financial statements prior to the Spin-Off Date do not represent the financial statements of a legal entity, but rather a combination of entities under common control that have been “carved out” of the consolidated financial statements of SITE Centers and presented on a consolidated basis. Therefore, the consolidated financial statements prior to the Spin-Off Date are not necessarily indicative of the Company’s results of operations, cash flows or financial position following the completion of the spin-off. For more information regarding the risks related to our business, refer to the section captioned “1A. Risk Factors” contained in the Company’s Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

The Company considers portions of the information in this quarterly report to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact, including statements regarding the Company’s projected operational and financial performance, strategy, prospects and plans, may be deemed to be forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including, among other factors:

•

changes in the economic performance and value of the Company’s properties as a result of broad economic and local conditions, such as inflation, interest rate volatility and market reaction to tariffs and other trade policies;

•

changes in local conditions such as an increase or decrease in the supply of, or demand for, retail real estate space in our geographic markets;

•

the impact of changes in consumer trends, distribution channels, suburban population, retailing practices and the space needs of tenants;

•

our dependence on rental income which depends on the successful operations and financial condition of tenants, the loss of which, including as a result of store closures or bankruptcy, could result in significant occupancy loss and negatively impact rental income from our properties;

•

our ability to enter into new leases and renew existing leases, in each case, on favorable terms;

•

our ability to identify, acquire, construct or develop additional properties that produce the cash flows that we expect and may be limited by competitive pressures, and our ability to manage our growth effectively and capture the efficiencies of scale that we expect from expansion;

•

potential environmental liabilities;

•

our ability to secure debt and equity financing on commercially acceptable terms or at all, including the ability to complete the anticipated sale and purchase of our private placement notes;

•

the illiquidity of real estate investments which could limit our ability to make changes to our portfolio to respond to economic or other conditions;

•

property damage, expenses related thereto and other business and economic consequences (including the potential loss of rental revenues) resulting from climate change, natural disasters, public health crises and weather-related factors in locations where we own properties, the ability to estimate accurately the amounts thereof and the sufficiency and timing of any insurance recovery payments related to such damages; any change in strategy;

•

the effect of future offerings of debt and equity securities on the value of our common stock;

•

any disruption, failure or breach of the networks or systems on which the Company relies, including as a result of cyber-attacks;

•

impairment in the value of real estate property that we own;

•

changes in tax laws impacting REITs and real estate in general, as well as our ability to maintain our REIT status; and

•

our ability to retain and attract key management personnel.

For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, please refer to the Company’s Annual Report on Form 10-K under “Item 1A. Risk Factors” and our subsequent reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Curbline Properties Corp.

QUARTERLY REPORT ON FORM 10-Q

Quarter Ended ~~June~~September 30, 2025

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024	4
	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	5
	Consolidated Statements of Operations for the Three Months Ended June 30, 2025 and 2024	5
	Consolidated Statements of Operations for the Three Months Ended September 30, 2025 and 2024	6
	Consolidated Statements of Operations for the Six Months Ended June 30, 2025 and 2024	6
	Consolidated Statements of Operations for the Nine Months Ended September 30, 2025 and 2024	7
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2025 and 2024	7
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024	8
	Consolidated Statements of Equity for the Three and Six Months Ended June 30, 2025 and 2024	8
	Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2025 and 2024	9
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024	9
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	10
	Notes to Consolidated Financial Statements	1011
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2023
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3236
Item 4.	Controls and Procedures	3337
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3438
Item 1A.	Risk Factors	3438
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3438
Item 3.	Defaults Upon Senior Securities	3438
Item 4.	Mine Safety Disclosures	3438
Item 5.	Other Information	3438
Item 6.	Exhibits	3539
SIGNATURES		3640

Curbline Properties Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)

	June 30, 2025			December 31, 2024
	September 30, 2025			December 31, 2024
Assets
Land	$	~~600~~711,~~790~~551		$	490,563
Buildings		~~995~~1,~~543~~187,783			841,912
Fixtures and tenant improvements		9099,~~525~~435			80,636
		1,686,858			1,413,111
		1,998,769			1,413,111
Less: Accumulated depreciation		(~~184~~196,~~454~~261	)		(165,350	)
		1,502,404			1,247,761
		1,802,508			1,247,761
Construction in progress and land		1620,~~779~~389			14,456
Total real estate assets, net		1,~~519~~822,~~183~~897			1,262,217
Cash and cash equivalents		~~429~~430,~~865~~112			626,409
Accounts receivable, net		1821,~~774~~099			15,887
Amounts receivable from SITE Centers		3128,~~287~~275			33,762
Intangible assets, net		~~101~~129,~~290~~397			82,670
Other assets		3313,~~404~~510			12,153
	$	2,~~133~~445,~~803~~290		$	2,033,098
Liabilities and Equity
Indebtedness, net	$	99396,~~090~~442		$	—
Below-market leases, net		5259,~~514~~832			40,149
Dividends payable		17,~~403~~521			26,674
Accounts payable and other liabilities		3547,~~815~~976			23,718
Total liabilities		~~204~~521,~~822~~771			90,541
Commitments and contingencies (Note 7)
Equity
Preferred Stock, par value $0.01 per share; 100,000,000 authorized; 0 shares outstanding at June 30, 2025 and December 31, 2024		—			—
Preferred Stock, par value $0.01 per share; 100,000,000 authorized; 0 shares outstanding at September 30, 2025 and December 31, 2024		—			—
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 105,214,628 and 105,043,781 shares outstanding at June 30, 2025 and December 31, 2024, respectively		1,052			1,050
Common Stock, par value $0.01 per share; 400,000,000 shares authorized; 105,220,092 and 105,043,781 shares outstanding at September 30, 2025 and December 31, 2024, respectively		1,052			1,050
Additional paid-in-capital		1,~~955~~958,~~933~~089			1,954,548
Accumulated distributions in excess of net income		(2735,~~948~~534	)		(15,021	)
Accumulated other comprehensive income		(2,815	)		1,207
Accumulated other comprehensive income (loss)		(3,567	)		1,207
Total stockholders’ equity		1,~~926~~920,~~222~~040			1,941,784
Non-controlling interests		23,~~759~~479			773
Total equity		1,~~928~~923,~~981~~519			1,942,557
	$	2,~~133~~445,~~803~~290		$	2,033,098

The accompanying notes are an integral part of these consolidated financial statements.

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands)

	Three Months
	Ended June 30,
	2025			2024
Revenues from operations:
Rental income	$	41,104		$	27,944
Other income		298			212
		41,402			28,156
Rental operation expenses:
Operating and maintenance		5,666			3,059
Real estate taxes		4,971			2,975
General and administrative		8,156			2,201
Depreciation and amortization		16,039			9,376
		34,832			17,611
Other income (expense):
Interest expense		(1,767	)		(166	)
Interest income		5,580			—
Other income (expense), net		95			(4,143	)
Income before tax expense		10,478			6,236
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(72	)		—
Net income	$	10,406		$	6,236
Income attributable to non-controlling interests		(14	)		—
Net income attributable to Curbline	$	10,392		$	6,236
Per share data:
Basic	$	0.10		$	0.06
Diluted	$	0.10		$	0.06

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands)

	Six Months
	Three Months
	Ended June 30,
	Ended September 30,
	2025			2024
Revenues from operations:
Rental income	$	7948,~~542~~466		$	5529,~~810~~576
Other income		~~555~~181			~~385~~186
		80,097			56,195
		48,647			29,762
Rental operation expenses:
Operating and maintenance		116,~~068~~652			53,~~991~~541
Real estate taxes		95,~~792~~988			53,~~996~~311
General and administrative		177,~~084~~265			3,~~725~~578
Depreciation and amortization		3019,~~502~~777			1811,~~611~~108
		68,446			34,323
		39,682			21,538
Other income (expense):
Interest expense		(23,~~334~~983	)		~~(416~~—	)
Interest income		114,~~233~~107			—
Other income (expense), net		~~553~~313			(723,~~245~~634	)
Gain on disposition of real estate, net		42			—
Income (loss) before tax expense		9,402			(15,410	)
Income before tax expense		21,145			14,211
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(44	)		—
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(177	)		—
Net income (loss)	$	9,358		$	(15,410	)
Net income	$	20,968		$	14,211
Income attributable to non-controlling interests		(12	)		—
Income attributable to non-controlling interests		(26	)		—
Net income (loss) attributable to Curbline	$	9,346		$	(15,410	)
Net income attributable to Curbline	$	20,942		$	14,211
Per share data:
Basic	$	0.2009		$	(0.1415	)
Diluted	$	0.2009		$	(0.1415	)

The accompanying notes are an integral part of these consolidated financial statements.

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~OPERATIONS

(unaudited; in thousands)

	Three Months						Six Months
	Nine Months
	Ended June 30,						Ended June 30,
	Ended September 30,
	2025			2024			~~2025~~			~~2024~~
Net income	$	10,406		$	6,236		$	20,968		$	14,211
Revenues from operations:
Change in cash flow hedges		(2,864	)		—			(4,027	)		—
Rental income	$	128,008		$	85,386
Comprehensive income	$	7,542		$	6,236		$	16,941		$	14,211
Other income		736			572
Comprehensive income attributable to non-controlling interests		4			—			5			—
		128,744			85,958
Net income attributable to non-controlling interests		(14	)		—			(26	)		—
Rental operation expenses:
Total comprehensive income attributable to Curbline	$	7,532		$	6,236		$	16,920		$	14,211
Operating and maintenance		17,720			9,532
Real estate taxes		15,780			9,307
General and administrative		24,349			7,304
Depreciation and amortization		50,279			29,719
		108,128			55,862
Other income (expense):
Interest expense		(6,317	)		(416	)
Interest income		15,340			—
Other income (expense), net		866			(30,879	)
Gain on disposition of real estate, net		42			—
Income (loss) before tax expense		30,547			(1,199	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(221	)		—
Net income (loss)	$	30,326		$	(1,199	)
Income attributable to non-controlling interests		(38	)		—
Net income (loss) attributable to Curbline	$	30,288		$	(1,199	)
Per share data:
Basic	$	0.28		$	(0.01	)
Diluted	$	0.28		$	(0.01	)

The accompanying notes are an integral part of these consolidated financial statements.

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF ~~EQUITY~~COMPREHENSIVE INCOME (LOSS)

(unaudited; in thousands)

	Curbline Equity
	Three Months						Nine Months
	Common Stock Amounts			Additional Paid-in Capital			Accumulated Distributions in Excess ofNet Income			Accumulated Other Comprehensive Income			Total Stockholders’ Equity			Non-controlling Interests - Unit Holders in Operating Partnership			Total Equity
	Ended September 30,						Ended September 30,
Balance, December 31, 2024	$	1,050		$	1,954,548		$	(15,021	)	$	1,207		$	1,941,784		$	773		$	1,942,557
	2025			2024			2025			2024
Issuance of common stock related to stock plans		3			(3	)		—			—			—			—			—
Net income (loss)	$	9,358		$	(15,410	)	$	30,326		$	(1,199	)
Stock-based awards retained for taxes		(1	)		(2,973	)		—			—			(2,974	)		—			(2,974	)
Change in cash flow hedges		(753	)		—			(4,780	)		—
Stock-based compensation, net		—			2,428			—			—			2,428			1,166			3,594
Comprehensive income (loss)	$	8,605		$	(15,410	)	$	25,546		$	(1,199	)
Dividend and distributions, net declared		—			(18	)		(16,935	)		—			(16,953	)		(163	)		(17,116	)
Comprehensive income attributable to non-controlling interests		1			—			6			—
Rebalancing of non-controlling interests		—			153			—			—			153			(153	)		—
Net income attributable to non-controlling interests		(12	)		—			(38	)		—
Other comprehensive loss		—			—			—			(1,162	)		(1,162	)		(1	)		(1,163	)
Total comprehensive income (loss) attributable to Curbline	$	8,594		$	(15,410	)	$	25,514		$	(1,199	)
Net income		—			—			10,550			—			10,550			12			10,562
Balance, March 31, 2025		1,052			1,954,135			(21,406	)		45			1,933,826			1,634			1,935,460
Issuance of common stock related to stock plans		—			—			—			—			—			—			—
Stock-based awards retained for taxes		—			(9	)		—			—			(9	)		—			(9	)
Stock-based compensation, net		—			1,858			—			—			1,858			1,214			3,072
Dividend and distributions, net declared		—			(15	)		(16,934	)		—			(16,949	)		(135	)		(17,084	)
Rebalancing of non-controlling interests		—			(36	)		—			—			(36	)		36			—
Other comprehensive loss		—			—			—			(2,860	)		(2,860	)		(4	)		(2,864	)
Net income		—			—			10,392			—			10,392			14			10,406
Balance, June 30, 2025	$	1,052		$	1,955,933		$	(27,948	)	$	(2,815	)	$	1,926,222		$	2,759		$	1,928,981

	Curbline Equity
	Common Stock Amounts		Additional Paid-in Capital		Accumulated Distributions in Excess ofNet Income		Net Parent Investment		Accumulated Other Comprehensive Income		Total Parent Company Equity		Non-controlling Interests - Unit Holders in Operating Partnership		Total Equity
Balance, December 31, 2023	$	—	$	—	$	—	$	862,638	$	—	$	862,638	$	—	$	862,638
Net transactions with SITE Centers prior to Spin-Off		—		—		—		8,338		—		8,338		—		8,338
Net income		—		—		—		7,975		—		7,975		—		7,975
Balance, March 31, 2024		—		—		—		878,951		—		878,951		—		878,951
Net transactions with SITE Centers prior to Spin-Off		—		—		—		80,333		—		80,333		—		80,333
Net income		—		—		—		6,236		—		6,236		—		6,236
Balance, June 30, 2024	$	—	$	—	$	—	$	965,520	$	—	$	965,520	$	—	$	965,520

The accompanying notes are an integral part of these consolidated financial statements.

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~EQUITY

(unaudited; in thousands)

	Six Months
	Curbline Equity
	Ended June 30,
	Common Stock Amounts			Additional Paid-in Capital			Accumulated Distributions in Excess ofNet Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Non-controlling Interests - Unit Holders in Operating Partnership			Total Equity
	2025			2024
Balance, December 31, 2024	$	1,050		$	1,954,548		$	(15,021	)	$	1,207		$	1,941,784		$	773		$	1,942,557
Cash flow from operating activities:
Issuance of common stock related to stock plans		3			(3	)		—			—			—			—			—
Net income	$	20,968		$	14,211
Stock-based awards retained for taxes		(1	)		(2,982	)		—			—			(2,983	)		—			(2,983	)
Adjustments to reconcile net income to net cash flow provided by operating activities:
Stock-based compensation, net		—			4,286			—			—			4,286			2,380			6,666
Depreciation and amortization		30,502			18,611
Dividend and distributions, net declared		—			(33	)		(33,869	)		—			(33,902	)		(298	)		(34,200	)
Amortization and write-off of debt issuance costs		607			93
Rebalancing of non-controlling interests		—			117			—			—			117			(117	)		—
Stock-based compensation		6,666			—
Other comprehensive loss		—			—			—			(4,022	)		(4,022	)		(5	)		(4,027	)
Assumption of buildings due to ground lease terminations		(704	)		(2,678	)
Net income		—			—			20,942			—			20,942			26			20,968
Gain on disposition of real estate		(42	)		—
Balance, June 30, 2025		1,052			1,955,933			(27,948	)		(2,815	)		1,926,222			2,759			1,928,981
Net change in accounts receivable		(2,238	)		(7	)
Stock-based awards retained for taxes		—			(94	)		—			—			(94	)		—			(94	)
Net change in accounts payable and accrued expenses		2,015			3,211
Stock-based compensation, net		—			1,874			—			—			1,874			1,227			3,101
Net change in other operating assets and liabilities		1,769			(1,110	)
Dividend and distributions, net declared		—			(14	)		(16,932	)		—			(16,946	)		(128	)		(17,074	)
Total adjustments		38,575			18,120
Rebalancing of non-controlling interests		—			390			—			—			390			(390	)		—
Net cash flow provided by operating activities		59,543			32,331
Other comprehensive loss		—			—			—			(752	)		(752	)		(1	)		(753	)
Cash flow from investing activities:
Net income		—			—			9,346			—			9,346			12			9,358
Real estate acquired, net of liabilities and cash assumed		(280,552	)		(72,266	)
Balance, September 30, 2025	$	1,052		$	1,958,089		$	(35,534	)	$	(3,567	)	$	1,920,040		$	3,479		$	1,923,519
Acquisition escrow deposits		(22,690	)		—
Real estate improvements to operating real estate		(5,237	)		(8,610	)
Net cash flow used for investing activities		(308,479	)		(80,876	)
Cash flow from financing activities:
Proceeds from term loan		100,000			—
Repayment of mortgage debt		—			(25,651	)
Payment of debt issuance costs		(1,156	)		—
Taxes withheld for vested restricted stock		(2,983	)		—
Transactions with SITE Centers		—			75,001
Dividends paid		(43,469	)		—
Net cash flow provided by financing activities		52,392			49,350
Net (decrease) increase in cash and cash equivalents		(196,544	)		805
Cash, cash equivalents and restricted cash, beginning of period		626,409			721
Cash, cash equivalents and restricted cash, end of period	$	429,865		$	1,526


	Curbline Equity
	Common Stock Amounts		Additional Paid-in Capital		Accumulated Distributions in Excess of Net Income		Net Parent Investment			Accumulated Other Comprehensive Income		Total Parent Company Equity			Non-controlling Interests - Unit Holders in Operating Partnership		Total Equity
Balance, December 31, 2023	$	—	$	—	$	—	$	862,638		$	—	$	862,638		$	—	$	862,638
Net transactions with SITE Centers prior to Spin-Off		—		—		—		88,671			—		88,671			—		88,671
Net income		—		—		—		14,211			—		14,211			—		14,211
Balance, June 30, 2024		—		—		—		965,520			—		965,520			—		965,520
Net transactions with SITE Centers prior to Spin-Off		—		—		—		166,912			—		166,912			—		166,912
Net loss		—		—		—		(15,410	)		—		(15,410	)		—		(15,410	)
Balance, September 30, 2024	$	—	$	—	$	—	$	1,117,022		$	—	$	1,117,022		$	—	$	1,117,022

The accompanying notes are an integral part of these consolidated financial statements.

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited; in thousands)


	Nine Months
	Ended September 30,
	2025			2024
Cash flow from operating activities:
Net income (loss)	$	30,326		$	(1,199	)
Adjustments to reconcile net income (loss) to net cash flow provided by operating activities:
Depreciation and amortization		50,279			29,719
Amortization and write-off of debt issuance costs		1,067			93
Stock-based compensation		9,767			—
Assumption of buildings due to ground lease terminations		(704	)		(2,678	)
Gain on disposition of real estate		(42	)		—
Net change in accounts receivable		(4,248	)		(1,127	)
Net change in accounts payable and accrued expenses		9,107			3,176
Net change in other operating assets and liabilities		3,180			(2,728	)
Total adjustments		68,406			26,455
Net cash flow provided by operating activities		98,732			25,256
Cash flow from investing activities:
Real estate acquired, net of liabilities and cash assumed		(613,672	)		(216,198	)
Acquisition escrow deposits		(4,688	)		—
Real estate improvements to operating real estate		(9,981	)		(18,465	)
Proceeds from disposition of real estate		53			—
Net cash flow used for investing activities		(628,288	)		(234,663	)
Cash flow from financing activities:
Proceeds from term loan		250,000			—
Proceeds from unsecured notes		150,000			—
Repayment of mortgage debt		—			(25,651	)
Payment of debt issuance costs		(2,854	)		(5,034	)
Common stock offering expenses		(383	)		—
Taxes withheld for vested restricted stock		(3,077	)		—
Transactions with SITE Centers		—			241,912
Dividends paid		(60,427	)		—
Net cash flow provided by financing activities		333,259			211,227

Net (decrease) increase in cash and cash equivalents		(196,297	)		1,820
Cash, cash equivalents and restricted cash, beginning of period		626,409			721
Cash, cash equivalents and restricted cash, end of period	$	430,112		$	2,541

The accompanying notes are an integral part of these consolidated financial statements.

Notes to Consolidated Financial Statements

Nature of Business and Financial Statement Presentation

Nature of Business

Curbline Properties Corp., a Maryland corporation, and its consolidated subsidiaries (collectively, the “Company” or “Curbline”) are primarily engaged in the business of owning, leasing, acquiring, and managing convenience shopping centers positioned on the curbline of well-trafficked intersections and major vehicular corridors in suburban, high household income communities. Curbline Properties LP (the “Operating Partnership”) is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of our real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the operating partnership (“Common Units”) and LTIP Units, as described in Note 9 (together with the Common Units, the “OP Units”). As of ~~June~~September 30, 2025, Curbline owned, from a legal perspective, approximately 99.1% of the outstanding OP Units, including all of the outstanding Common Units, with the remaining OP Units held by members of management through LTIP Units subject to vesting requirements. 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. As of September 30, 2025, the Company owned 162 convenience shopping centers consisting of 4.5 million square feet of gross leasable area (“GLA”).

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 Curbline common stock to common shareholders of SITE Centers as of September 23, 2024, the record date (the “Spin-Off”). ~~As of June 30, 2025, the Company owned 125 convenience shopping centers consisting of 3.7 million square feet of gross leasable area (“GLA”).~~

Prior to the Spin-Off

For the three and ~~six~~nine months ended and as of ~~June~~September 30, 2024, the accompanying historical consolidated financial statements and related notes of the Company do not represent the 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.

The consolidated statements of operations and cash flows for the three and ~~six~~nine months ended ~~June~~September 30, 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.

Further, the consolidated statements of operations and cash flows for the three and ~~six~~nine months ended ~~June~~September 30, 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.

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.

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the

1011

periods presented. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Principles of Consolidation

The consolidated financial statements include the results of the Company, the Operating Partnership and their consolidated subsidiaries. Interests in the Operating Partnership not owned by the Company are referred to as non-controlling interests. These non-controlling interests are held by members of management in the form of LTIP Units issued pursuant to the Company’s 2024 Equity and Incentive Compensation Plan. All significant intercompany balances and transactions have been eliminated in consolidation.

Statements of Cash Flows and Supplemental Disclosure of Non-Cash Investing and Financing Information

Non-cash investing and financing activities are summarized as follows (in millions):

	Six Months
	Nine Months
	Ended June 30,
	Ended September 30,
	2025		2024
Accounts payable related to construction in progress	$	3.2.9	$	1.04
Accounts receivable related to construction in progress		25.12		—
Accounts payable related to future acquisitions		1.0.6		—
Accounts payable related to finance costs		0.3		—
Accounts payable related to offering expense		0.3		—
Assumption of buildings due to ground lease terminations		0.7		2.7
Dividends declared, but not paid		17.45		—
Recognition of below market ground lease assets		—		13.7

Non-Controlling Interests

Non-controlling interests in the Operating Partnership include limited partnership interests in the Operating Partnership in the form of LTIP Unit awards classified as equity. Net income allocated to the non-controlling interests related to the service-based LTIP Units is based on the weighted -average ownership during the period. The Company will adjust the carrying value of the non-controlling interests to reflect its share of the book value of the Operating Partnership when there has been a change in the Company’s ownership of the Operating Partnership. Such adjustments will be recorded to additional paid-in capital as a rebalancing of non-controlling interests on the accompanying consolidated statements of equity.

Segments

The Company has a single operating segment. The Company’s convenience shopping centers have common characteristics and are managed on a consolidated basis. The Company does not differentiate among properties on a geographical basis or any other basis for purposes of allocating resources or capital. The Company’s Chief Operating Decision Maker (“CODM”) may review operational and financial data on an ad-hoc basis at a property level.

The Company’s CODM is the chief executive officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported 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 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.

Equity

On September 25, 2025, the Board of Directors of the Company authorized a common stock repurchase program. Under the terms of the program, the Company is authorized to repurchase up to a maximum value of $250.0 million in shares of its common stock. No shares have been repurchased as of September 30, 2025.

Recently Issued Accounting Standards

Income Taxes. In December 2023, the FASB issued ASU 2023-09 which enhances income tax disclosure requirements in accordance with FASB ASC 740, Income Taxes. The amendments in this update are effective for annual reporting periods beginning after December 15, 2024. The Company will review the extent of the new disclosure necessary prior to implementation. 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 result of operations.

result of operations.

Expense Disaggregation Disclosures. In November 2024, the FASB issued ASU 2024-03, which requires additional disaggregated disclosure about certain income statement expense line items. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim periods within the fiscal years beginning after December 15, 2027. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company’s financial position and/or results of operations.

Acquisitions

During the ~~six~~nine months ended ~~June~~September 30, 2025, the Company acquired 3067 convenience shopping centers for a gross purchase price of $~~279~~615.12 million. The fair value of the acquisitions was allocated as follows (in thousands):

				Weighted-AverageAmortization Period(in Years)
Land	$	~~110~~220,~~102~~905		N/A
Buildings		~~151~~342,~~828~~928		(A)
Tenant improvements		511,~~378~~723		(A)
In-place leases (including lease origination costs and fair market value of leases)		2965,~~356~~556		5.1
Other assets assumed		~~277~~1,336		N/A
		296,941
		642,448
Less: Below-market leases		(1423,~~724~~562	)	1413.46
Less: Other liabilities assumed		(15,~~665~~214	)	N/A
Net assets acquired	$	~~280~~613,~~552~~672

(A)

Depreciated in accordance with the Company’s policy.

Total consideration for the acquisitions was paid in cash. Included in the Company’s consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025, was $311.81 million and $415.89 million, respectively, in total revenues from the date of acquisition through ~~June~~September 30, 2025, for the properties acquired in 2025.

Other Assets and Intangibles, net

Other assets, liabilities and intangibles consist of the following (in thousands):

	June 30, 2025
	September 30, 2025
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	~~101~~128,~~318~~056	$	(3642,~~135~~425	)	$	6585,~~183~~631
Above-market leases		59,~~320~~342		(2,~~442~~731	)		26,~~878~~611
Lease origination costs		2328,~~959~~906		(56,~~665~~664	)		1822,~~294~~242
Tenant relationships		~~651~~652		(~~539~~545	)		~~112~~107
Below-market leases (as lessee)		14,893		(7087	)		14,~~823~~806
Total intangible assets, net	$	~~146~~181,~~141~~849	$	(4452,~~851~~452	)	$	~~101~~129,~~290~~397
Other assets:
Prepaid expenses(A)						$	3,854
Operating lease ROU assets						$	639
Other assets(B)							24,964
Prepaid expenses							2,277
Deposits							1,298
Other assets(A)							6,221
Deferred charges, net							3,288
Deposits							1,338
Total other assets						$	33,404
Deferred charges, net							3,035
Total other assets						$	13,510
	Liability		Accumulated Amortization			Net
Below-market leases, net	$	6170,~~690~~395	$	(910,~~176~~563	)	$	5259,~~514~~832

(A)

Includes $15.46 million of ~~fees~~acquisition ~~incurred~~escrow ~~in connection with the Note and Guaranty Agreement (defined below in Note 5)~~deposits.

Includes $24.9 million of acquisition escrow deposits and accruals.


	December 31, 2024
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	78,997	$	(28,533	)	$	50,464
Above-market leases		4,573		(2,133	)		2,440
Lease origination costs		19,122		(4,338	)		14,784
Tenant relationships		652		(528	)		124
Below-market leases (as lessee)		14,893		(35	)		14,858
Total intangible assets, net	$	118,237	$	(35,567	)	$	82,670
Other assets:
Prepaid expenses						$	3,620
Other assets(A)							1,319
Deposits							1,201
Swap receivable							1,208
Deferred charges, net(B)							4,805
Total other assets						$	12,153
	Liability		Accumulated Amortization			Net
Below-market leases, net	$	47,226	$	(7,077	)	$	40,149

(A)

12Includes $0.8 million of acquisition escrow deposits.

(B)

	December 31, 2024
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	78,997	$	(28,533	)	$	50,464
Above-market leases		4,573		(2,133	)		2,440
Lease origination costs		19,122		(4,338	)		14,784
Tenant relationships		652		(528	)		124
Below-market leases (as lessee)		14,893		(35	)		14,858
Total intangible assets, net	$	118,237	$	(35,567	)	$	82,670
Other assets:
Prepaid expenses						$	3,620
Other assets							1,319
Deposits							1,201
Swap receivable							1,208
Deferred charges, net(A)							4,805
Total other assets						$	12,153
	Liability		Accumulated Amortization			Net
Below-market leases, net	$	47,226	$	(7,077	)	$	40,149

Includes 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).

~~Includes the unamortized portion of the $5.1 million of fees incurred to obtain the Revolving Credit Facility and Term Loan Facility (each as defined below in Note 5).~~14

Amortization for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024 related to the Company’s intangibles, excluding Below-market leases (as lessee), was as follows (in thousands):

Year	Income		Expense
Three months ended June 30, 2025	$	1,029	$	5,309
Three months ended September 30, 2025	$	1,211	$	7,486
Three months ended June 30, 2024		736		2,193
Three months ended September 30, 2024		679		2,679
Six months ended June 30, 2025		1,959		9,719
Nine months ended September 30, 2025		3,170		17,205
Six months ended June 30, 2024		1,331		4,333
Nine months ended September 30, 2024		2,010		7,012

Leases

The disaggregation of the Company’s lease income, which is included in rental income on the Company’s consolidated statements of operations, as either fixed or variable lease income, for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, was as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

2025

2024

Rental income:

Fixed lease income(A)

2935,~~908~~490

2021,~~133~~645

5792,~~424~~914

3961,~~901~~546

Variable lease income(B)

1012,~~382~~115

7,~~391~~285

2032,~~593~~708

1522,~~057~~342

Above-market and below-market leases amortization, net

1,~~029~~211

~~736~~679

13,~~959~~170

12,~~331~~010

Uncollectible revenue

(~~215~~350

)

(~~316~~33

)

(~~434~~784

)

(~~479~~512

)

Total rental income

4148,~~104~~466

2729,~~944~~576

79128,~~542~~008

5585,~~810~~386

(A)

Includes minimum base rents, fixed expense reimbursements, ancillary income and straight-line rent adjustments.

(B)

Includes expense reimbursements, overage rent, lease termination fee income and ancillary income.

Indebtedness, net

$150.0 Million 2025 Term Loan

On July 15, 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 (the “2025 Term Loan Agreement”), which provides for an unsecured, term loan in the amount of $150.0 million (the “2025 Term Loan”). In connection with entering into the 2025 Term Loan Agreement, the Operating Partnership borrowed the full $150.0 million under the 2025 Term Loan. The aggregate amount available under the 2025 Term Loan Agreement may be increased to $250.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions. 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 the Company or the Operating Partnership. In May 2025, the Company entered into a $150.0 million forward 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 was fixed at 4.61% based on the loan’s current applicable spread.

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 Agreement 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 Agreement 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. The Company was in compliance with these financial covenants at September 30, 2025.

$150.0 Million Private Placement of Unsecured Notes

On June 26, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement (the “Note and Guaranty Agreement”) in connection with a private placement of $150.0 million of the Operating Partnership’s senior unsecured notes (the “2025 Notes”), consisting of (i) $100.0 million aggregate principal amount of 5.58% senior unsecured notes due September 3, 2030 and (ii) $50.0 million aggregate principal amount of 5.87% senior unsecured notes due September 3, 2032, to a group of institutional investors. The sale and purchase of the 2025 Notes was completed on September 3, 2025.

13The 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 on March 3 and September 3 of each year, 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, ~~consisting~~in an amount not less than 5% of the aggregate principal amount of the 2025 Notes then outstanding, at any time at (i) $100.0% ~~million~~of ~~aggregate~~the principal amount ofso ~~5.58%~~prepaid, ~~unsecured~~plus ~~senior~~(ii) ~~notes~~the ~~due~~make-whole ~~September~~amount, 3which is equal to the excess, ~~2030~~if any, of the discounted value of the remaining scheduled principal and ~~(ii)~~interest ~~$50.0~~payments ~~million~~with ~~aggregate~~respect to the 2025 Notes being prepaid over the principal amount of 5such 2025 Notes.87 The discount rate to be used is equal to 0.50% ~~unsecured~~plus ~~senior~~the ~~notes~~yield ~~due~~to ~~September~~maturity 3,reported ~~2032,~~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 ~~group~~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 ~~institutional~~the ~~investors~~principal amount, as well as accrued and unpaid interest but without any make-whole amount.

The ~~Notes~~Note ~~bear~~and ~~interest~~Guaranty onAgreement ~~the~~contains ~~outstanding~~certain ~~principal~~customary ~~balance~~covenants atincluding, ~~the~~among ~~stated~~other ~~rates~~things, ~~per~~a ~~annum~~maximum ~~from~~total ~~the~~leverage ~~date of issuance~~ratio, ~~payable~~a ~~semi-annually~~maximum insecured ~~arrears~~leverage onratio, ~~March~~a 3maximum ~~and~~unencumbered ~~September~~leverage ~~3 of each year~~ratio, ~~until~~a ~~such~~minimum ~~principal~~fixed ~~becomes~~charge ~~due~~coverage ~~and~~ratio ~~payable. The entire unpaid principal balance of each Note shall be due~~ and ~~payable~~a onminimum ~~the~~unsecured ~~maturity~~interest ~~date~~coverage ~~thereof~~ratio. The ~~Notes~~Company ~~are~~was ~~senior unsecured obligations of the Operating Partnership and rank equal~~ in ~~right~~compliance ~~of payment~~ with ~~all~~these ~~other~~financial ~~senior~~covenants ~~unsecured~~at ~~indebtedness~~September of30, ~~the Operating Partnership~~2025. ~~The Notes are unconditionally guaranteed by the Company.~~

~~The~~In ~~Operating~~connection ~~Partnership~~with ~~will~~the beNote ~~permitted~~and toGuaranty ~~prepay~~Agreement, the ~~outstanding~~Company ~~Notes~~executed ina ~~whole~~treasury orlock inhedge ~~part,~~transaction in anJune ~~amount~~2025 ~~not~~to ~~less~~hedge ~~than 5% of~~ the ~~aggregate~~treasury ~~principal~~yield ~~amount~~component of the ~~Notes~~overall ~~then~~rate ~~outstanding,~~ultimately atassigned ~~any~~to ~~time~~the at$50.0 ~~(i)~~million ~~100%~~ of ~~the~~2025 ~~principal~~Notes ~~amount~~due soSeptember ~~prepaid~~3, ~~plus~~2032. ~~(ii)~~The ~~the~~treasury ~~make-whole~~lock ~~amount,~~secured ~~which~~a istreasury ~~equal~~yield ~~to the excess, if any,~~ of ~~the~~4.19%. ~~discounted~~The ~~value~~hedge oftransaction ~~the~~settled ~~remaining~~on ~~scheduled~~June ~~principal~~9, ~~and~~2025, ~~interest~~in ~~payments~~connection with ~~respect to~~ the 2025 Notes ~~being~~pricing, ~~prepaid~~and ~~over~~included ~~the~~proceeds ~~principal amount~~ of ~~such Notes~~$0.2 ~~The~~million, ~~discount~~which ~~rate~~were torecognized beas ~~used~~a isgain ~~equal~~within toAccumulated ~~0.50%~~other ~~plus~~comprehensive ~~the~~income ~~yield~~(loss) toon ~~maturity~~the ~~reported~~consolidated ~~for~~balance ~~the~~sheets ~~most~~as ~~recently~~of ~~actively~~September ~~traded~~30, U2025.S. ~~Treasury~~This ~~Securities~~amount ~~with~~is abeing ~~maturity~~amortized ~~equal~~on toa ~~the~~straight-line ~~remaining~~basis ~~average~~as ~~life of the prepaid principal. If~~ a ~~change~~decrease into ~~control~~interest ~~occurs~~expense ~~for~~over the ~~Company,~~term ~~the~~of ~~Operating Partnership must offer to prepay~~ the ~~outstanding~~2025 Notes. ~~The~~due ~~prepayment~~September ~~amount will be 100% of the principal amount~~3, ~~as well as accrued and unpaid interest but without any make-whole amount~~2032.

~~The~~Revolving ~~Note~~Credit ~~and~~Facility Guaranty Agreement contains 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 a2024 ~~minimum~~Term ~~unsecured interest coverage ratio.~~ Loan

In connection with the Spin-Off on October 1, 2024, the Company and the Operating Partnership entered into a credit agreement with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent (the “2024 Credit Agreement”). The ~~sale~~2024 Credit Agreement provides for (i) an unsecured revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and ~~purchase~~(ii) an unsecured, delayed draw term loan in the amount of $100.0 million (the ~~Notes~~“2024 isTerm ~~scheduled~~Loan” and, together with the Revolving Credit Facility, the “2024 Credit Facilities”). The Revolving Credit Facility also provides a $35.0 million sublimit for letters of credit. The aggregate amount available under the 2024 Credit Facilities may be increased to ~~occur~~$750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions. The Revolving Credit Facility matures on September 329, ~~2025~~2028, subject to ~~customary~~two ~~closing~~six-month options to extend the maturity to September 29, 2029, subject to the satisfaction of certain conditions. Any loan under the 2024 Term Loan 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. In March 2025, the Company drew $100.0 million on the 2024 Term Loan.

In connection with the Note and Guaranty Agreement, the Company executed a treasury lock hedge transaction in May 2025 to hedge the treasury yield component of the overall rate ultimately assigned to the $50.0 million of Notes due September 3, 2032. The treasury lock secured a treasury yield of 4.185%. The hedge transaction settled on June 9, 2025, in connection with the Notes pricing, and included proceeds of $0.2 million, which were recognized as a gain within Accumulated other comprehensive income on the consolidated balance sheets as of June 30, 2025. This amount will be amortized on a straight-line basis as a decrease to interest expense over the term of the Notes, once the Notes have been drawn.

Revolving Credit Facility and Term Loan Facility

In connection with the Spin-Off on October 1, 2024, the Company and the Operating Partnership entered into a Credit Agreement with a syndicate of lenders and Wells Fargo Bank, National Association, as administrative agent, which provides for (i) an unsecured revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and (ii) an unsecured, delayed draw term loan facility in the amount of $100.0 million (the “Term Loan Facility” and, together with the Revolving Credit Facility, the “2024 Credit Facilities”). The Revolving Credit Facility also provides a $35.0 million sublimit for letters of credit. The aggregate amount available under the 2024 Credit Facilities may be increased to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions. The Revolving Credit Facility matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 subject to the satisfaction of certain conditions. Any loan under the Term Loan Facility 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.

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, the Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB.

Loans under the Term Loan 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. Similar to the Revolving Credit Facility, the applicable margin under the Term Loan Facility 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. 16

14Loans 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.

InThe ~~October~~ 2024, ~~the~~Credit ~~Company~~Agreement ~~entered~~contains ~~into~~certain acustomary ~~$100.0~~covenants ~~million~~including, ~~interest~~among ~~rate~~other ~~swap~~things, ~~agreement~~leverage toratios ~~fix~~and ~~the~~debt ~~variable~~service coverage and fixed-~~rate~~charge ~~SOFR~~coverage ~~component~~ratios, ofas well as limitations on the Company’s ~~$100.0~~ability ~~million~~to ~~Term~~sell ~~Loan~~all ~~Facility~~or atsubstantially ~~3.578%,~~all ~~from~~of ~~April~~the 1,Company’s ~~2025~~assets ~~through~~and ~~October~~engage 1,in ~~2028.~~certain Inmergers ~~April~~and ~~2025,~~acquisitions. ~~the~~The ~~Company~~2024 ~~entered~~Credit ~~into~~Agreement aalso ~~$100.0~~contains ~~million~~customary ~~interest~~default ~~rate~~provisions ~~swap~~including, ~~agreement~~among toother ~~fix~~things, the ~~variable-rate~~failure ~~SOFR~~to ~~component~~make oftimely ~~the~~payments ~~Company’s~~of ~~Term~~principal ~~Loan~~and ~~Facility~~interest atpayable ~~3.712%~~thereunder ~~from~~and ~~October~~the 1,failure ~~2028~~of ~~through~~the ~~October~~Company 1,or ~~2029.~~its ~~Due~~subsidiaries to ~~the~~pay, ~~investment~~when ~~grade~~due, ~~rating~~certain ~~received~~indebtedness in ~~May~~excess ~~2025, the all-in rate~~ of ~~the~~certain ~~Term~~thresholds ~~Loan~~beyond ~~Facility~~applicable ~~was~~grace ~~fixed~~and atcure 4periods.~~678%~~ ~~based~~The onCompany ~~the~~was ~~loan’s~~in ~~current~~compliance ~~applicable~~with ~~spread~~these asfinancial ofcovenants ~~June~~at September 30, 2025.

In ~~May~~October ~~2025~~2024, the Company entered into a $~~150~~100.0 million ~~forward~~ interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $~~150~~100.0 million ~~2025~~2024 Term Loan ~~(defined~~at ~~below~~3.58%, infrom ~~Note~~April ~~12)~~1, 2025 through October 1, 2028. In April 2025, the Company entered into a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s 2024 Term Loan at 3.~~659~~71% from ~~July~~October 161, ~~2025~~2028 through ~~January~~October 1, ~~2031~~2029. Following the investment grade rating and simultaneously with the Company’s borrowing of the 2025 Term Loan, 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 as of September 30, 2025.

As of ~~June~~December 3031, ~~2025~~2024, ~~$100.0~~no ~~million~~amounts had been drawn ~~and~~or ~~was~~were outstanding on ~~the~~either ~~Term~~of ~~Loan Facility and no amounts have been drawn on~~ the ~~Revolving~~2024 Credit ~~Facility~~Facilities. As of ~~December~~September 3130, ~~2024~~2025, no amounts ~~had~~have been drawn ~~or were outstanding~~ on ~~either of~~ the ~~2024~~Revolving Credit ~~Facilities~~Facility. The outstanding indebtedness at September 30, 2025 is summarized as follows (in thousands):

	June 30, 2025
	Carrying Value			Interest Rate	Maturity Date
Term loan facility	$	100,000
2024 Term Loan	$	100,000		4.53%(A)	October 2027
Less: Unamortized debt issuance costs		(910	)
2025 Notes		150,000		5.58%—5.87%	September 2030 — September 2032
Total indebtedness	$	99,090
2025 Term Loan		150,000		4.61%(A)	January 2029
Less: Unamortized debt issuance costs		(3,558	)
Total indebtedness	$	396,442

(A)

Reflects the utilization of a swap, which caps the variable-rate (SOFR) interest rate.

Financial Instruments and Fair Value Measurements

The following methods and assumptions were used by the Company in estimating fair value disclosures of financial instruments:

Cash and Cash Equivalents, Restricted Cash, Accounts Receivable and Accounts Payable and Other Liabilities

The carrying amounts reported in the Company’s consolidated balance sheets for these financial instruments approximated fair value because of their short-term maturities.

Indebtedness

The fair market value of debt is estimated using a discounted cash flow technique that incorporates future contractual interest and principal payments and a market interest yield curve with adjustments for duration, optionality and risk profile, including the Company’s non-performance risk and loan to value, and is classified as Level 3 in the fair value hierarchy.

Considerable judgment is necessary to develop estimated fair values of financial instruments. Accordingly, the estimates presented are not necessarily indicative of the amounts the Company could realize on disposition of the financial instruments. At ~~June~~September 30, 2025, the carrying amount of indebtedness was $99396.14 million and the fair value was $~~100~~403.47 million. There was no ~~mortgage~~ indebtedness outstanding at December 31, 2024.

Items Measured on Fair Value on a Recurring Basis - Derivatives

The Company has pay-fixed interest rate swaps to manage some of its exposure to future changes in benchmark-interest rates (the “Swaps”). The estimated fair value was determined using the market standard methodology of netting the discounted fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of interest rates (forward curves) derived from observable market interest rate curves. In addition, credit valuation adjustments, which consider the impact of any credit enhancements to the contract, are incorporated in the fair value to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivative fell within Level 2 of the fair value hierarchy. The Swaps (included in Accounts payable and other liabilities) are measured at fair value on a recurring basis. As of June 30, 2025, the fair value of the Swaps was a liability of $3.0 million.

impact of any credit enhancements to the contract, are incorporated in the fair value to account for potential non-performance risk, including the Company’s own non-performance risk and the respective counterparty’s non-performance risk. The Company determined that the significant inputs used to value its derivative fell within Level 2 of the fair value hierarchy. The Swaps (included in Accounts payable and other liabilities) are measured at fair value on a recurring basis. As of September 30, 2025, the fair value of the Swaps was a liability of $3.4 million.

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity and credit risk, primarily by managing the amount, sources and duration of its debt funding and, from time to time, through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

or payment of future known and uncertain cash amounts, the values of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s borrowings.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to manage its exposure to interest rate movements. To accomplish this objective, the Company generally uses swaps, caps and treasury locks as part of its interest rate risk management strategy. The Swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company had an effective swap with a notional amount of $100.0 million, expiring in October 2028, which converts the variable-rate SOFR component of the interest rate applicable to its 2024 Term Loan ~~Facility~~ to a fixed rate of 3.~~578~~58% (Note 5) from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into an effective interest rate swap agreement with a notional amount of $100.0 million to fix the variable-rate SOFR component of the Company’s 2024 Term Loan ~~Facility~~ at 3.~~712~~71% (Note 5) from October 1, 2028 through October 1, 2029. In May 2025, the Company entered into an effective forward interest rate swap agreement with a notional amount of $150.0 million to fix the variable-rate SOFR component of the Company’s $150.0 million 2025 Term Loan ~~(defined below in Note 12)~~ at 3.~~659~~66% from July 16, 2025 through January 1, 2031.

~~The~~In ~~effective~~connection ~~portion~~with ofan ~~changes~~anticipated private notes offering, in September 2025, the ~~fair~~Company ~~value~~entered ofinto ~~derivatives~~interest ~~designated,~~rate ~~and~~lock ~~that~~agreements ~~qualify,~~to asfix ~~cash~~the ~~flow~~treasury ~~hedges~~component ~~are~~of ~~recorded~~the inCompany’s ~~Accumulated~~anticipated ~~Other~~$150.0 ~~Comprehensive~~million ~~Income~~7-year ~~(“OCI”)~~maturity and ~~are~~$50.0 ~~subsequently~~million ~~reclassified~~5-year ~~into~~maturity ~~interest~~debt ~~expense~~issuance at 3.96% and 3.76%, inrespectively. ~~the~~The ~~period~~hedge ~~that~~transactions ~~the~~settled ~~hedged~~on ~~forecasted~~October ~~transaction~~23, ~~affects~~2025 ~~earnings.~~(Note ~~All~~12), ~~components~~in connection with the pricing of the ~~swap~~notes, ~~were~~and included ina ~~the~~payment ~~assessment~~ of ~~hedge effectiveness~~$2.0 ~~The~~million, ~~Company~~which ~~expects~~will tobe ~~reflect,~~recognized as a loss within Accumulated Other Comprehensive Income (“OCI”) on the ~~next~~consolidated 12balance ~~months~~sheets as of December 31, a2025. ~~decrease~~This toamount ~~interest~~will ~~expense~~be ~~(and~~amortized on a ~~corresponding~~straight-line basis as an increase to ~~earnings)~~interest expense over the terms of ~~approximately~~the ~~$0.5~~five-year ~~million.~~and seven-year notes.

The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in Accumulated OCI and are subsequently reclassified into interest expense, in the period that the hedged forecasted transaction affects earnings. All components of the Swaps were included in the assessment of hedge effectiveness. The Company expects to reflect, within the next 12 months, an increase to interest expense (and a corresponding decrease to earnings) of approximately $0.1 million.

The Company is exposed to credit risk in the event of non-performance by the counterparty to the swap if the derivative position has a positive balance. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions. The Company continually monitors and actively manages interest costs on its variable-rate debt portfolio and may enter into additional interest rate swap positions or other derivative interest rate instruments based on market conditions. The Company has not entered, and does not plan to enter, into any derivative financial instruments for trading or speculative purposes.

Credit Risk-Related Contingent Features

The Company has an agreement with the swap ~~counterparty~~counterparties that contains a provision whereby if the Company defaults on certain of its indebtedness, the Company could also be declared in default on the swap, resulting in an acceleration of payment under the swap.

Commitments and Contingencies

Legal Matters

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal actions for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Commitments and Guarantees

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days’ notice without penalty. At ~~June~~September 30, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $02.90 million related to the maintenance of its properties and general and administrative expenses.

16Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income

The changes in Accumulated OCI by component are as follows (in thousands):

	Gains and Losseson Cash Flow Hedges
Balance, December 31, 2024	$	1,207
Change in fair value of cash flow hedges		(4,~~027~~780	)
Comprehensive income attributable to non-controlling interests		56
Balance, June 30, 2025(A)	$	(2,815	)
Balance, September 30, 2025(A)	$	(3,567	)

(A)

Includes derivative financial instruments entered into by the Company in connection with its 2024 Term Loan ~~Facility~~, ~~Note~~2025 ~~and~~Term ~~Guaranty~~Loan ~~Agreement~~ and the 2025 ~~Term~~Notes ~~Loan~~ (Note 5 ~~and Note 12~~).

Stock-Based Compensation and Employee Benefits

Restricted Stock

On February 22, 2025, the Company granted a total of 30,924 shares of service-based restricted stock to its executive officers and other employees with an aggregate value of $0.8 million, which will vest ratably over a four-year period with the first vesting date being February 22, 2026, subject to the continued employment of the applicable executive officer or employee. The awards to the executive officers were made pursuant to their respective employment agreements.

LTIP Units

LTIP Units represent limited partnership units in the Operating Partnership, an entity through which the Company conducts its business, and are structured to qualify as “profits interests” for federal income tax purposes. Awards of LTIP Units shall be valued by reference to our common stock. When issued, LTIP Units do not have full parity, on a per unit basis, with the Common Units. To the extent they receive sufficient allocations of book gain for tax purposes, the LTIP Units can over time achieve full parity with Common Units, at which time vested LTIP Units will be converted into Common Units on a one-for-one basis. Vested LTIP Units that have not achieved full parity with Common Units may also convert into Common Units on a less than a one-for-one basis based on relative capital accounts. Regular and other non-liquidating distributions will be made by the Operating Partnership with respect to unvested LTIP Units as provided in the applicable award agreement for such units. Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented, at the election of the holder, for redemption for cash equal to the market price of a share of common stock of the Company, except that the Company may, at its election, acquire each Common Unit so presented for one share of common stock, subject to certain adjustments. Generally, LTIP Units entitle the holder to receive distributions from the Operating Partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of common stock underlying such LTIP Units, though receipt of such distributions may be delayed or made contingent on vesting.

On October 15, 2024, the Company’s Chief Executive Officer (the “CEO”) was granted service-based LTIP Units pursuant to his employment agreement with a value of $2.7 million, which equated to 116,532 LTIP Units, which will vest ratably over a four-year period with the first vesting date being October 15, 2025, subject to his continued employment. On February 22, 2025, the CEO was granted service-based LTIP Units pursuant to his employment agreement with a value of $0.8 million, which equated to 32,391 LTIP Units, which will vest ratably over a three-year period with the first vesting date being February 22, 2026, subject to his continued employment. The grant values were equal to the market value of the Company’s common stock at the dates of the grants.

LTIP Units, which will vest ratably over a three-year period with the first vesting date being February 22, 2026, subject to his continued employment. The grant values were equal to the market value of the Company’s common stock at the dates of the grants.

Non-Cash Compensation Expense

The amounts recorded in general and administrative expenses in the Company’s consolidated statements of operations for the amortization of all of the outstanding stock-based awards and LTIP Units for the three and ~~six~~nine month periods ended ~~June~~September 30, 2025, consisted of the following (in thousands):

	Three Months Ended		~~Six~~Nine Months Ended
Non-Cash Compensation Expense	~~June~~September 30, 2025		~~June~~September 30, 2025
Restricted stock units (“RSUs”)	$	1,~~575~~593	$	35,~~721~~314
Restricted stock awards (“RSAs”)		~~150~~146		~~300~~446
Service-based LTIP Units		~~419~~423		~~798~~1,221
Performance-Based Restricted Stock Awards (“PRSAs”)		~~133~~135		~~265~~400
Performance-Based LTIP Units (“PB LTIPs”)		~~795~~804		12,~~582~~386
Total non-cash compensation expense	$	3,~~072~~101	$	69,~~666~~767

10.

Earnings Per Share

The Company declared quarterly cash dividends of $0.16 per share of common stock for each of the first, second and ~~second~~third quarters of 2025. The calculation of basic and diluted earnings per share for the three and ~~six~~nine months ended ~~June~~September 30, 2024 was based on the number of shares outstanding on October 1, 2024. For the three and ~~six~~nine months ended ~~June~~September 30, 2024, it is assumed that there are no dilutive equity instruments as there were no Curbline stock-based awards outstanding prior to the Spin-Off Date.

The following table provides a reconciliation of net income (loss) and the number of shares of common stock used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of shares of common stock outstanding without regard to potentially dilutive shares of common stock, and “diluted” EPS, which includes all such shares (in thousands, except per share amounts).

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Numerators – Basic and Diluted
Net income	$	10,406		$	6,236		$	20,968		$	14,211
Net income (loss)	$	9,358		$	(15,410	)	$	30,326		$	(1,199	)
Income attributable to non-controlling interests		(14	)		—			(26	)		—
Income (loss) attributable to non-controlling interests		(12	)		—			(38	)		—
Earnings attributable to unvested shares		(~~133~~131	)		—			(~~267~~398	)		—
Net income attributable to common stockholders after allocation to participating securities	$	10,259		$	6,236		$	20,675		$	14,211
Net income (loss) attributable to common stockholders after allocation to participating securities	$	9,215		$	(15,410	)	$	29,890		$	(1,199	)
Denominators – Number of Shares
Basic – Average shares outstanding		105,~~003~~004			104,860			104,~~958~~973			104,860
Assumed conversion of dilutive securities - PRSAs and PB LTIPs		~~239~~260		N/A				~~232~~235		N/A
Diluted – Average shares outstanding		105,~~242~~264			104,860			105,~~190~~208			104,860
Earnings Per Share:
Basic	$	0.1009		$	(0.0615	)	$	0.2028		$	(0.1401	)
Diluted	$	0.1009		$	(0.0615	)	$	0.2028		$	(0.1401	)

Basic average shares outstanding do not include RSUs totaling 0.7 million and RSAs totaling 0.1 million that were not vested at ~~June~~September 30, 2025. Dividends are paid on the outstanding RSUs and RSAs, which makes these shares participating securities.

~~PRSAs and PB LTIPs issued to certain executives were considered dilutive and are included in the computation of diluted EPS for the three and six month periods ended June 30, 2025.~~ 20

PRSAs and PB LTIPs issued to certain executives were considered dilutive and are included in the computation of diluted EPS for the three and nine month periods ended September 30, 2025.

11.

Agreements and Transactions with SITE Centers

Following the Spin-Off, Curbline operates as an independent public company. To govern certain ongoing relationships between the Company, the Operating Partnership and SITE Centers after the distribution, and to provide for the allocation among the Company, the Operating Partnership and SITE Centers of SITE Centers’ assets, liabilities and obligations attributable to periods both prior to and following the separation of the Company and the Operating Partnership from SITE Centers, the Company, the Operating Partnership and SITE Centers entered into agreements pursuant to which certain services and rights are provided following the Spin-Off, and the Company, the Operating Partnership and SITE Centers will indemnify each other against certain liabilities arising from their respective businesses. The Separation and Distribution Agreement, as well as the Tax Matters Agreement, the Employee Matters Agreement, the Shared Services Agreement (each as defined below) and other agreements governing ongoing relationships were negotiated between related parties and their terms, including fees and other amounts payable, may not be on the same terms as if they had been negotiated at arm’s length with an unaffiliated third party.

Separation and Distribution Agreement

The Separation and Distribution Agreement contains obligations for SITE Centers to complete certain redevelopment projects at properties that are owned by the Company. At ~~June~~September 30, 2025, the remaining amount, which is recorded in amounts receivable from SITE Centers in the consolidated balance sheets, was $3028.90 million.

Shared Services Agreement

The fair value of the services received by the Company, which was in excess of the fee paid and the fair value of the services provided to SITE Centers, is reflected as an additional expense within general and administrative expense and income within other income (expense), net in the consolidated statement of operations which amounted to $0.68 million and $1.2.0 million for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively.

Pursuant to the Shared Services Agreement, Curbline has the right to use SITE Centers’ office space including the location in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The amount recorded under the Shared Services Agreement is variable and the embedded lease rent expense of $0.43 million and $01.81 million is included in general and administrative expense on the consolidated statements of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025, respectively.

Lease Agreement

In October 2024, the Company entered into a lease agreement with SITE Centers under the Separation and Distribution Agreement where SITE Centers will lease a portion of a property for one year beginning on April 1, 2025. SITE Centers will pay annual rents of $0.8 million as well as a proportionate share of real estate tax expense. The first payment was made by SITE Centers in April 2025 and is reflected in rental income.

Summary

For the three and ~~six~~nine months ended ~~June~~September 30, 2025, the Company expensed $0.89 million and $12.54 million of fees to SITE Centers, respectively, which are included in general and administrative expense on the consolidated statements of operations, related to the Shared Services Agreement and are equal to 2% of Curbline’s Gross Revenue. Amounts receivable from SITE Centers and amounts payable to SITE Centers (included in accounts payable and other liabilities on the consolidated balance sheets) as of ~~June~~September 30, 2025 under the agreements described above aggregated $3128.3 million and $0.3 million, respectively.

12.

Subsequent Events

InThrough ~~July~~October 29, 2025, the Company acquired 29two convenience shopping centers for an aggregate purchase price of $~~260~~29.40 million.

InOn ~~July~~October 1, 2025, the Company ~~and the Operating Partnership~~ entered into aan ~~term~~equity ~~loan~~sales agreement ~~with a syndicate of lenders and PNC, National Association, as administrative agent, which provides~~ for ~~an unsecured, term loan in~~ the ~~amount~~issuance of up to $~~150~~250.0 million ~~(the~~in ~~“2025~~shares ~~Term~~of ~~Loan”).~~common Instock ~~connection~~under ~~with~~a ~~entering~~continuous ~~into~~equity ~~the~~program. ~~term~~Under ~~loan~~the ~~agreement~~program, the ~~Operating~~Company ~~Partnership~~may, ~~borrowed~~at ~~the~~its ~~full~~election, ~~$150.0~~enter ~~million~~into ~~under~~one ~~the~~or ~~2025~~more ~~Term~~separate ~~Loan~~forward sales agreements. The ~~2025~~Company ~~Term~~entered ~~Loan~~into ~~will~~the ~~mature~~equity insales ~~January~~agreement ~~2029,~~in ~~subject~~connection towith ~~two~~the ~~one-year~~filing ~~options~~of ~~to extend its maturity to January 2031 at~~ the ~~Operating Partnership~~Company’s ~~option~~registration ~~and~~statement ~~subject~~on toForm ~~the satisfaction of certain customary conditions~~S-3. ~~The~~At ~~all-in~~October ~~rate~~29, of2025, the ~~2025~~Company ~~Term~~had ~~Loan will be fixed at 4~~$250.~~609%~~0 ~~based~~million onavailable ~~the~~for ~~loan’s current applicable spread and~~ the ~~interest~~issuance ~~rate~~of ~~swap~~common ~~(Note~~stock 5)under that ~~fixed the variable-rate SOFR component at 3~~program.~~659%.~~

1921

On October 23, 2025, the Company and the Operating Partnership priced a private placement offering of $200.0 million of 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 and (ii) $150.0 million aggregate principal amount of 5.13% senior unsecured notes due January 20, 2033, with a group of institutional investors. The Company and the Operating Partnership expect to enter into a Note and Guaranty Agreement on November 12, 2025 pursuant to which the Operating Partnership expects to be funded on or around year-end and in the first quarter of 2026. In connection with the offering, the hedge transactions (Note 6) settled on October 23, 2025, in connection with the pricing of the 2026 Notes, and included a payment of $2.0 million which will be recognized as a loss within Accumulated Other Comprehensive Income (“OCI”) on the consolidated balance sheets as of December 31, 2025. This amount will be amortized on a straight-line basis as an increase to interest expense over the terms of the five-year and seven-year notes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OPERATIONS

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) provides readers with a perspective from management on the financial condition, results of operations and liquidity of Curbline Properties Corp. and its consolidated subsidiaries (collectively, the “Company” or “Curbline”) and other factors that may affect the Company’s future results. The Company believes it is important to read the MD&A in conjunction with the Company’s consolidated financial statements and the notes thereto appearing elsewhere in this report as well as its Annual Report on Form 10-K for the year ended December 31, 2024 and other publicly available information. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectations for future performance, liquidity, and capital resources, that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth under “Forward-Looking Statements” above.

The Company considers portions of the information in this quarterly report, including MD&A, to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, both as amended, with respect to the Company’s expectation for future periods. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not historical fact, including statements regarding the Company’s projected operational and financial performance, strategy, prospects and plans, may be deemed to be forward-looking statements. There are a number of important factors that could cause our results to differ materially from those indicated by such forward-looking statements, including, among other factors, (1) changes in the economic performance and value of the Company’s properties as a result of broad economic and local conditions, such as inflation, interest rate volatility and market reaction to tariffs and other trade policies; (2) changes in local conditions such as an increase or decrease in the supply of, or demand for, retail real estate space in our geographic markets; (3) the impact of changes in consumer trends, distribution channels, suburban population, retailing practices and the space needs of tenants; (4) our dependence on rental income which depends on the successful operations and financial condition of tenants, the loss of which, including as a result of downsizing or bankruptcy, could result in significant occupancy loss and negatively impact rental income from our properties; (5) our ability to enter into new leases and renew existing leases, in each case, on favorable terms; (6) our ability to identify, acquire, construct or develop additional properties that produce the cash flows that we expect and may be limited by competitive pressures, and our ability to manage our growth effectively and capture the efficiencies of scale that we expect from expansion; (7) potential environmental liabilities; (8) our ability to secure debt and equity financing on commercially acceptable terms or at all, including the ability to complete the sale and purchase of our private placement notes; (9) the illiquidity of real estate investments which could limit our ability to make changes to our portfolio to respond to economic or other conditions; (10) property damage, expenses related thereto and other business and economic consequences (including the potential loss of rental revenues) resulting from climate change, natural disasters, public health crises and weather-related factors in locations where we own properties, the ability to estimate accurately the amounts thereof and the sufficiency and timing of any insurance recovery payments related to such damages; (11) any change in strategy; (12) the effect of future offerings of debt and equity securities on the value of our common stock; (13) any disruption, failure or breach of the networks or systems on which the Company relies, including as a result of cyber-attacks; (14) impairment in the value of real estate property that we own; (15) changes in tax laws impacting REITs and real estate in general, as well as our ability to qualify as a REIT and to maintain REIT status once elected and (16) our ability to retain and attract key management personnel. For additional factors that could cause the results of the Company to differ materially from those indicated in the forward-looking statements, please refer to the Company’s Annual Report on Form 10-K under “Item 1A. Risk Factors” and our subsequent reports filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

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 ~~June~~September 30, 2025, Curbline owned, from a legal perspective, approximately 99.1% of the outstanding OP Units with the remaining OP Units held by members of management through LTIP Units subject to vesting requirements.

As of ~~June~~September 30, 2025, the Company’s portfolio consisted of ~~125~~162 convenience shopping centers aggregating 34.75 million square feet of owned gross leasable area (“GLA”). At ~~June~~September 30, 2025, the aggregate leased rate and occupancy rate of the Company’s operating shopping center portfolio was 96.17% and 93.59%, respectively and the average annualized base rent (“ABR”) per occupied square foot was $3534.2638. 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, in suburban, high household income communities, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of September 30, 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 September 30, 2025, the average GLA of a property in the Curbline portfolio was approximately 28,000 square feet with 94% of base rent generated by units less than 10,000 square feet.

include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of June 30, 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 June 30, 2025, the average GLA of a property in the Curbline portfolio was approximately 30,000 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”) and may impact comparability between periods. 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.

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.

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 ~~June~~September 30, 2025, the Company was in a net cash position with $~~429~~430.91 million of cash on hand plus significant access to debt capital in order to grow its asset base through acquisitions. With over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market (primarily among private investors), the property type provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.

Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access and visibility, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth. The Company’s current portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes of over $~~120~~117,000 as compared to the national median household income of $8083,~~610~~730.

The Company focuses on leasing space to a diversified group of primarily national, high credit quality tenants operating across a wide range of service and restaurant businesses, including quick-service restaurants, healthcare and wellness operators, financial services, beverage retail, telecommunications, beauty and hair salons, and fitness, among others.

Convenience properties offer the opportunity to generate above-average, occupancy-neutral cash flow growth (compared to cash flow growth levels for other retail real estate assets) through rental income increases from either fixed annual rental increases or renewal option increases embedded in tenant leases, elevated retention rates limiting lost rent resulting from vacancy, and positive mark-to-market of leases at renewal. In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 51% 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.

can utilize existing square footage also generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time relative to other retail real estate formats including grocery, lifestyle and regional power center properties.

Transaction and Capital Markets Highlights

Transactional and investment highlights for the Company from January 1, 2025 through ~~July~~October 2529, 2025, include the following:

•

Acquired 5969 properties for an aggregate purchase price of $~~539~~644.51 million;

•

Drew $100.0 million on the delayed draw ~~term~~2024 ~~loan~~Term ~~facility~~Loan in March 2025;

•

~~Declared~~In ~~two~~April ~~quarterly~~2025, ~~cash~~entered ~~dividends~~into a forward interest rate swap agreement to fix the variable-rate component of the Company’s $0100.160 ~~per~~million ~~share~~2024 ofTerm ~~common~~Loan ~~stock~~at ~~paid~~3.71% infrom ~~each~~October of1, ~~April~~2028 ~~and~~through ~~July~~October ~~2025~~1, 2029;

•

In ~~April~~May 2025, ~~entered~~Fitch ~~into~~Ratings assigned the Company a ~~forward~~Long-Term ~~interest~~Issuer ~~rate~~Default ~~swap~~Rating ~~agreement~~of toBBB ~~fix~~with ~~the~~a ~~variable-rate~~Stable ~~component~~Rating ofOutlook resulting in a 40 basis point reduction on the Company’s ~~$100~~Revolving Credit Facility and 2024 Term Loan.0 Following the May 2025 investment grade rating and simultaneously with the Company’s borrowing of the 2025 Term Loan, ~~Facility~~the at2024 3Credit Agreement was amended to reduce the interest rate spread resulting in an all-in rate for the 2024 Term Loan of 4.~~712~~53% ~~from~~based ~~October~~on 1,the ~~2028~~loan’s ~~through~~current ~~October~~applicable 1spread as of September 30, ~~2029~~2025;

•

In ~~May~~June 2025, ~~Fitch~~entered ~~Ratings~~into ~~assigned~~ the ~~Company~~Note and Guaranty Agreement in connection with a ~~Long-Term~~private ~~Issuer~~placement ~~Default~~of ~~Rating~~$150.0 million senior unsecured notes consisting of ~~BBB~~$100.0 ~~with~~million aggregate principal amount of 5.58% senior unsecured notes due September 3, 2030 and $50.0 million aggregate principal amount of 5.87% unsecured notes due September 3, 2032, to a ~~Stable~~group ~~Rating~~of ~~Outlook~~institutional investors (the “2025 Notes”). The sale and purchase of the 2025 Notes occurred on September 3, 2025. In conjunction with this agreement, the Company entered into an interest rate lock agreement resulting in a 405.79% ~~basis~~effective ~~point~~interest ~~reduction~~rate on the ~~Company’s~~2025 ~~Revolving~~Notes ~~Credit~~due ~~Facility~~September 3, 2032 and ~~Term~~a ~~Loan~~weighted-average ~~Facility~~coupon of 5.65%;

•

In ~~June~~July 2025, entered into the ~~Note and Guaranty Agreement in connection with a private placement of~~ $150.0 million ~~unsecured~~2025 ~~senior~~Term ~~notes consisting of $100~~Loan.0 ~~million~~In ~~aggregate~~conjunction ~~principal~~with ~~amount~~this ~~of 5.58% unsecured senior notes due September 3~~agreement, ~~2030~~in ~~and~~May ~~$50.0 million aggregate principal amount of 5.87% unsecured notes due September 3~~2025, ~~2032,~~entered tointo a ~~group~~forward ofinterest ~~institutional~~rate ~~investors.~~swap ~~The~~agreement ~~sale~~to ~~and~~fix ~~purchase of~~ the ~~Notes~~variable-rate isSOFR ~~scheduled~~component toat ~~occur on September~~ 3~~, 2025, subject to customary conditions~~.66%. InThe ~~conjunction~~all-in ~~with~~rate ~~this~~on ~~agreement,~~ the ~~Company~~2025 ~~entered~~Term ~~into~~Loan anis ~~interest~~fixed ~~rate~~at ~~lock agreement resulting in a 5~~4.7961% ~~effective~~based ~~interest rate~~ on the ~~notes~~loan’s ~~due~~current ~~September~~applicable ~~3, 2032 and a weighted average coupon of 5.65%~~spread; ~~and~~

•

~~Entered into the $150.0 million 2025 Term Loan in July 2025.~~ In ~~conjunction~~September ~~with this agreement, in May~~ 2025, entered into ~~a forward~~ interest rate ~~swap~~lock ~~agreement~~agreements to fix the ~~variable-rate~~treasury ~~SOFR~~ component atof 3the Company’s anticipated $150.~~659%.~~0 ~~The~~million ~~all~~7-inyear ~~rate~~maturity onand ~~the~~$50.0 ~~2025~~million ~~Term~~5-year ~~Loan~~maturity ~~will~~debt beissuance ~~fixed~~ at 43.~~609~~96% ~~based~~and ~~on the loan’s current applicable spread~~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;

•

In October 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; and

•

Declared three quarterly cash dividends of $0.16 per share of common stock paid in each of April, July and October 2025.

Operational Metrics

Key operational results and transactions for the Company from January 1, 2025 through ~~June~~September 30, 2025 include the following:

•

Signed new leases and renewals for approximately ~~217~~370 thousand square feet of GLA, which included approximately 84150 thousand square feet of new leasing volume;

•

Achieved cash new leasing spreads of 1620.26% and cash renewal leasing spreads of 89.30%;

•

The ABR per square foot was $3534.2638 at ~~June~~September 30, 2025, as compared to $35.62 at December 31, 2024 and $35.2765 at ~~June~~September 30, 2024. The change in ABR was primarily attributable to property acquisitions, partially offset by rent growth from rent steps and renewals, including options;

•

Aggregate occupancy rate was 93.59% at ~~June~~September 30, 2025, as compared to 93.9% at December 31, 2024 and 93.78% at ~~June~~ September 30, 2024. The change in the occupied rates was primarily attributable to property acquisitions; and

•

Aggregate leased rate was 96.17% at ~~June~~September 30, 2025, as compared to 95.5% at December 31, 2024 and 95.94% at ~~June~~September 30, 2024.

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. The Company’s cash leasing spread calculation excludes deals for first generation units, ~~including redevelopment,~~ or where the unit was vacant at the time of acquisition, ~~in addition to other factors that limit comparability,~~ and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.

Summary Financial Results

The following provides an overview of the Company’s key financial metrics (see “Non-GAAP Financial Measures” described later in this section) (in thousands except per share amounts):

	Three Months					~~Six~~Nine Months
	Ended June 30,					Ended June 30,
	Ended September 30,					Ended September 30,
	2025		2024			2025		2024
Net income attributable to Curbline	$	10,392	$	6,236		$	20,942	$	14,211
Net income (loss) attributable to Curbline	$	9,346	$	(15,410	)	$	30,288	$	(1,199	)
FFO attributable to Curbline	$	2629,~~410~~096	$	15(4,~~612~~302	)	$	5180,~~364~~461	$	3228,~~822~~520
Operating FFO attributable to Curbline	$	2629,~~939~~514	$	19,~~842~~512		$	5281,~~066~~581	$	4059,~~163~~675
Earnings per share - Diluted	$	0.1009	$	(0.0615	)	$	0.2028	$	(0.1401	)

22For the nine months ended September 30, 2025, the increase in net income (loss) and FFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline generally was due to the net impact of property acquisitions and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.

For the six months ended June 30, 2025, the increase in net income and FFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline generally was due to the net impact of property acquisitions and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.25

RESULTS OF OPERATIONS

For the comparison of 2025 performance to 2024, presented below, convenience properties owned as of January 1, 2024, are referred to herein as the “Comparable Portfolio Properties.”

Revenues from Operations (in thousands)

	Three Months
	Ended June 30,
	Ended September 30,
	2025		2024		$ Change
Rental income(A)	$	4148,~~104~~466	$	2729,~~944~~576	$	1318,~~160~~890
Other income		~~298~~181		~~212~~186		86(5	)
Total revenues	$	4148,~~402~~647	$	2829,~~156~~762	$	1318,~~246~~885

	Six Months
	Nine Months
	Ended June 30,
	Ended September 30,
	2025		2024		$ Change
Rental income(A)	$	79128,~~542~~008	$	5585,~~810~~386	$	2342,~~732~~622
Other income		~~555~~736		~~385~~572		~~170~~164
Total revenues	$	80128,~~097~~744	$	5685,~~195~~958	$	2342,~~902~~786

(A) The following tables summarize the key components of rental income (in thousands):

	Three Months
	Ended June 30,
	Ended September 30,
Contractual Lease Payments	2025			2024			$ Change
Rental Income	2025			2024			$ Change
Base and percentage rental income	$	3036,~~690~~334		$	2022,~~879~~152		$	914,~~811~~182
Recoveries from tenants		1012,~~365~~148			56,~~955~~724			45,~~410~~424
Uncollectible revenue		(~~215~~350	)		(~~316~~33	)		~~101~~(317	)
Lease termination fees, ancillary and other rental income		~~264~~334			~~1,426~~733			(~~1,162~~399	)
Total contractual lease payments	$	41,104		$	27,944		$	13,160
Total rental income	$	48,466		$	29,576		$	18,890

	Six Months
	Nine Months
	Ended June 30,
	Ended September 30,
Contractual Lease Payments	2025			2024			$ Change
Rental Income	2025			2024			$ Change
Base and percentage rental income(1)	$	5895,~~807~~141		$	4163,~~090~~242		$	1731,~~717~~899
Recoveries from tenants(2)		1931,~~815~~963			1118,~~683~~407			813,~~132~~556
Uncollectible revenue		(~~434~~784	)		(~~479~~512	)		45(272	)
Lease termination fees, ancillary and other rental income(3)		1,~~354~~688			34,~~516~~249			(2,~~162~~561	)
Total contractual lease payments	$	79,542		$	55,810		$	23,732
Total rental income	$	128,008		$	85,386		$	42,622

(1)

The changes in base and percentage rental income for the ~~six~~nine months ended ~~June~~September 30, 2025, were due to the following (in millions):

	2025 vs. 2024Increase
Acquisition of convenience shopping centers	$	1629.6
Comparable Portfolio Properties		0.59
Straight-line rents		01.64
Total	$	1731.79

23At September 30, 2025 and 2024, the Company owned 162 and 79 wholly owned properties, respectively, with an aggregate occupancy rate of 93.9% and 93.8%, respectively, and average ABR per occupied square foot of $34.38 and $35.65, respectively.

(2)

AtThe ~~June~~increase ~~30,~~in ~~2025~~recoveries ~~and~~from ~~2024,~~tenants ~~the~~is ~~Company~~primarily ~~owned~~due ~~125~~to ~~and~~the 72impact ~~wholly~~of ~~owned~~acquisitions. ~~properties,~~Recoveries ~~respectively,~~from ~~with~~tenants anwere ~~aggregate~~approximately ~~occupancy rate of 93~~95.54% and 9397.7%, ~~respectively,~~of operating expenses and ~~average~~real ~~ABR~~estate ~~per~~taxes ~~occupied~~for ~~square~~the ~~foot~~nine ofmonths ~~$35.26~~ended September 30, 2025 and ~~$35.27~~2024, respectively. The lower recovery rate was primarily the result of the Spin-Off as the results prior to the Spin-Off do not represent the historical results of a legal entity, but rather a combination of entities under common control

The increase in recoveries from tenants is primarily due to acquisitions. Recoveries from tenants were approximately 95.0% and 97.5% of operating expenses and real estate taxes for the six months ended June 30, 2025 and 2024, respectively. The lower recovery rate was primarily the result of the Spin-Off as the results prior to the Spin-Off do not represent the historical results of a legal entity, but rather a combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented on a combined basis which impacts the comparability between periods.26

~~During~~that ~~the~~have ~~six~~been ~~months~~“carved ~~ended~~out” ~~June~~of ~~30,~~SITE ~~2025~~Centers’ ~~and~~consolidated ~~2024,~~financial ~~the~~statements ~~amount reported includes $0.9 million~~ and ~~$3.3~~presented ~~million,~~on ~~respectively,~~a ~~from~~combined ~~lease~~basis ~~terminations~~which ~~and~~impacts the ~~assumption~~comparability ofbetween ~~buildings due to ground lease terminations~~periods.

(3)

During the nine months ended September 30, 2025 and 2024, the amount reported includes $0.9 million and $3.8 million, respectively, from lease terminations and the assumption of buildings due to ground lease terminations.

Expenses from Operations (in thousands)

	Three Months
	Ended June 30,
	Ended September 30,
	2025		2024		$ Change
Operating and maintenance	$	56,~~666~~652	$	3,~~059~~541	$	23,~~607~~111
Real estate taxes		45,~~971~~988		23,~~975~~311		12,~~996~~677
General and administrative		87,~~156~~265		23,~~201~~578		53,~~955~~687
Depreciation and amortization		1619,~~039~~777		911,~~376~~108		68,~~663~~669
	$	3439,~~832~~682	$	1721,~~611~~538	$	1718,~~221~~144

	Six Months
	Nine Months
	Ended June 30,
	Ended September 30,
	2025		2024		$ Change
Operating and maintenance(A)	$	1117,~~068~~720	$	59,~~991~~532	$	58,~~077~~188
Real estate taxes(A)		915,~~792~~780		59,~~996~~307		36,~~796~~473
General and administrative(B)		1724,~~084~~349		37,~~725~~304		1317,~~359~~045
Depreciation and amortization(A)		3050,~~502~~279		1829,~~611~~719		1120,~~891~~560
	$	68108,~~446~~128	$	3455,~~323~~862	$	3452,~~123~~266

(A)

The changes for the ~~six~~nine months ended ~~June~~September 30, 2025, were due to the following (in millions):

	OperatingandMaintenance		Real EstateTaxes		DepreciationandAmortization
Acquisition of convenience shopping centers	$	35.39	$	35.38	$	1222.52
Comparable Portfolio Properties		12.83		0.57		(01.6	)
	$	58.12	$	36.85	$	1120.96

(B)

For the ~~six~~nine months ended ~~June~~September 30, 2025, primarily represents salaries, benefits and stock-based compensation of the Company’s employees as well as legal, audit, tax and compliance services, board compensation and the shared services fee. For the ~~six~~nine months ended ~~June~~September 30, 2024, 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)

	Three Months
	Ended June 30,
	Ended September 30,
	2025			2024			$ Change
Interest expense	$	(13,~~767~~983	)	$	~~(166~~—	)	$	(13,~~601~~983	)
Interest income		54,~~580~~107			—			54,~~580~~107
Other income (expense), net		95313			(423,~~143~~634	)		423,~~238~~947
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(7244	)		—			(7244	)

2427

	Six Months
	Nine Months
	Ended June 30,
	Ended September 30,
	2025			2024			$ Change
Interest expense(A)	$	(26,~~334~~317	)	$	(416	)	$	(15,~~918~~901	)
Interest income(B)		1115,~~233~~340			—			1115,~~233~~340
Other income (expense), net(C)		~~553~~866			(730,~~245~~879	)		731,~~798~~745
Gain on disposition of real estate, net		42			—			42
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(~~177~~221	)		—			(~~177~~221	)

(A)

~~For~~As of September 30, 2025, the ~~six~~Company’s ~~months~~consolidated ~~ended~~indebtedness ~~June~~consisted 30of the 2024 Term Loan, the 2025, ~~consists~~Term Loan and the 2025 Notes with an aggregate outstanding balance of $400.0 million and a weighted-average interest ~~expense~~rate ~~incurred,~~(based ~~fees~~on ~~paid~~contractual rates and excluding amortization of ~~loan~~debt issuance costs) ~~related~~of to5.0% at September 30, 2025. At September 30, 2025, the ~~Company’s~~weighted-average ~~revolving~~maturity ~~and~~(without ~~term~~extensions) ~~loan~~was ~~credit~~3.8 ~~facility~~years. For the ~~six~~nine months ended ~~June~~September 30, 2024, consists 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 ~~six~~nine months ended ~~June~~September 30, 2024 primarily related to transaction costs related to the Spin-Off.

Non-Controlling Interests and Net Income (Loss) (in thousands)

	Three Months
	Ended June 30,
	Ended September 30,
	2025			2024			$ Change
Income attributable to non-controlling interests	$	(1412	)	$	—		$	(1412	)
Net income attributable to Curbline(A)		10,392			6,236			4,156
Net income (loss) attributable to Curbline		9,346			(15,410	)		24,756

	Six Months
	Nine Months
	Ended June 30,
	Ended September 30,
	2025			2024			$ Change
Income attributable to non-controlling interests	$	(2638	)	$	—		$	(2638	)
Net income attributable to Curbline(A)		20,942			14,211			6,731
Net income (loss) attributable to Curbline(A)		30,288			(1,199	)		31,487

(A)

The increase in net income (loss) attributable to Curbline for the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to the prior-year period, was primarily the result of the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, 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 (loss) 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) 28

25FFO is generally defined and calculated by the Company as net income (loss) 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”).

~~impairment~~The ~~charges~~Company onbelieves ~~real~~that ~~estate~~certain ~~property~~charges, ~~(iii)~~income ~~gains~~ and gains/losses ~~from~~recorded ~~changes~~ in ~~control~~its ~~and~~operating ~~(iv)~~results ~~certain~~are ~~non-cash~~not ~~items~~comparable or reflective of its core operating performance. ~~These~~Operating FFO is useful to investors as the Company removes non-~~cash~~comparable ~~items~~charges, ~~principally~~income ~~include~~and ~~real~~gains ~~property~~to ~~depreciation~~analyze ~~and~~the ~~amortization~~results of ~~intangibles~~its ~~net~~operations and assess performance of ~~depreciation~~the ~~allocated~~core tooperating ~~non-controlling~~real ~~interests~~estate portfolio. ~~The~~As a result, the Company’s ~~calculation~~also ofcomputes Operating FFO isand ~~consistent~~discusses it with the ~~definition~~users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. ~~provided~~Operating FFO is generally defined and calculated by the ~~National~~Company ~~Association~~as FFO excluding certain non-operating charges, income and gains/losses that management believes are not comparable and indicative of ~~Real~~the ~~Estate~~results ~~Investment~~of ~~Trusts~~the ~~(“NAREIT”)~~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 Company believes that certain charges, income and gains/losses recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain non-operating charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.

The adjustment for these charges, income and gains/losses may not be comparable to how other REITs or real estate companies calculate their results of operations, and the Company’s calculation of Operating FFO differs from NAREIT’s definition of FFO. Additionally, the Company provides no assurances that these charges, income and gains/losses are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations.

These measures of performance are used by the Company for several business purposes and by other REITs. The Company uses FFO and/or Operating FFO in part (i) as a disclosure to improve the understanding of the Company’s operating results among the investing public, (ii) as a measure of a real estate asset company’s performance, (iii) to influence acquisition, disposition and capital investment strategies and (iv) to compare the Company’s performance to that of other publicly traded shopping center REITs.

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income (loss), 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 (loss). 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 (loss) (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 (loss) 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 (loss) have been provided below.

2629

Reconciliation Presentation

A reconciliation of net income (loss) 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.

	Three Months					~~Six~~Nine Months
	Ended June 30,					Ended June 30,
	Ended September 30,					Ended September 30,
	2025		2024			2025			2024
Net income attributable to Curbline	$	10,392	$	6,236		$	20,942		$	14,211
Net income (loss) attributable to Curbline	$	9,346	$	(15,410	)	$	30,288		$	(1,199	)
Depreciation and amortization of real estate investment, net of non-controlling interests		1619,~~018~~750		911,~~376~~108			3050,~~464~~215			1829,~~611~~719
Gain on disposition of real estate, net		—		—			(42	)		—
FFO attributable to Curbline		2629,~~410~~096		15(4,~~612~~302	)		5180,~~364~~461			3228,~~822~~520
Separation and other charges		—		~~104~~186			—			~~118~~304
Transaction, debt extinguishment and other costs, net of non-controlling interests(A)		~~529~~418		423,~~126~~628			~~702~~1,120			730,~~223~~851
Operating FFO attributable to Curbline	$	2629,~~939~~514	$	19,~~842~~512		$	5281,~~066~~581		$	4059,~~163~~675

(A)

For the three months ended ~~June~~September 30, 2025 and 2024, includes transaction costs of $~~344~~388 and $323,~~944~~628, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, includes transaction costs of $~~516~~904 and $730,~~041~~668, respectively. Transaction costs for the three and ~~six~~nine months ended ~~June~~September 30, 2024 were related to the Spin-Off.

The increase in net income (loss) and FFO attributable to Curbline for the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to the prior-year period, was primarily attributable to the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline was primarily due to the net impact of property acquisitions 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 exclude 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. SPNOI excludes all non-property and corporate level revenue and expenses. Other real estate companies may calculate NOI and SPNOI in a different manner. The Company believes SPNOI provides investors with additional information regarding the operating performance of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SPNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.

SPNOI is not, and is not intended to be, a presentation in accordance with GAAP. SPNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SPNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SPNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SPNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SPNOI should not be considered as an alternative to net income (loss) (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 (loss) is provided below.

2730

Reconciliation Presentation

The Company’s reconciliation of net income (loss) computed in accordance with GAAP to NOI and SPNOI for the Company is as follows (in thousands):

	For the Six Months Ended
	For the Nine Months Ended
	June 30,
	September 30,
	2025			2024
Net income attributable to Curbline	$	20,942		$	14,211
Net income (loss) attributable to Curbline	$	30,288		$	(1,199	)
Interest expense		26,~~334~~317			416
Interest income		(1115,~~233~~340	)		—
Depreciation and amortization		3050,~~502~~279			1829,~~611~~719
General and administrative		1724,~~084~~349			37,~~725~~304
Other income (expense), net		(~~553~~866	)		730,~~245~~879
Gain on disposition of real estate, net		(42	)		—
Tax expense		~~177~~221			—
Non-controlling interests		2638			—
Total Curbline NOI		5995,~~237~~244			4467,~~208~~119
Less: Non-Same Property NOI		(1834,~~617~~495	)		(58,~~288~~561	)
Total Same-Property NOI	$	4060,~~620~~749		$	3858,~~920~~558
Total Curbline NOI % Change		3441.09	%
Same-Property NOI % Change		43.47	%

The same-property increase for the ~~six~~nine months ended ~~June~~September 30, 2025, as compared to the prior-year period, was primarily attributable to minimum rent increases resulting from rent steps or option rent increases and increases in recoveries from tenants.

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At ~~June~~September 30, 2025, the Company’s primary sources of capital were unrestricted cash balances of $~~429~~430.91 million and a $400.0 million unsecured, undrawn line of credit 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 $~~100~~400.0 million as of ~~June~~September 30, 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 “2024 Credit Agreement”). The 2024 Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and a delayed draw ~~term~~2024 ~~loan~~Term ~~facility~~Loan in the amount of $100.0 million (the “2024 Term Loan ~~Facility~~” 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.

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, the Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB. No amounts were drawn under the Revolving Credit Facility as of ~~June~~September 30, 2025.

2831

The Company drew $100.0 million on the 2024 Term Loan ~~Facility~~ 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 ~~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. Similar to the Revolving Credit Facility, the applicable margin under the 2024 Term Loan ~~Facility~~ 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 ~~June~~September 30, 2025, $100.0 million is outstanding under the 2024 Term Loan ~~Facility~~.

The 2024 Credit ~~Facilities~~Agreement ~~contain~~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 2024 Credit ~~Facilities~~Agreement also ~~contain~~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. As of ~~June~~September 30, 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.

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 ~~Facility~~ to 3.~~578~~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 ~~Facility~~ at 3.~~712~~71% from October 1, 2028 through October 1, 2029. ~~The~~Following ~~all-in~~the ~~rate~~investment grade rating and simultaneously with the Company’s borrowing of the 2025 Term Loan ~~Facility~~discussed isbelow, ~~fixed~~the at2024 Credit Agreement was amended to reduce the interest rate spread resulting in an all-in rate for the 2024 Term Loan of 4.~~678~~53% based on the loan’s current applicable spread as of September 30, 2025.

On June 26, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement (the “Note and Guaranty Agreement”) in connection with a private placement of $150.0 million of the Operating Partnership’s ~~unsecured~~ senior unsecured notes (the “2025 Notes”), consisting of (i) $100.0 million aggregate principal amount of 5.58% ~~unsecured~~ senior unsecured notes due September 3, 2030 and (ii) $50.0 million aggregate principal amount of 5.87% senior unsecured notes due September 3, 2032, to a group of institutional investors. The sale and purchase of the 2025 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 2025 Notes due September 3, 2032 and a weighted-average coupon of 5.65%.

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 ~~will~~is be 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 2025 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 Note and Guaranty Agreement contains certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio.

~~The~~In ~~sale~~connection with the Note and ~~purchase~~Guaranty Agreement, the Company executed a treasury lock hedge transaction in May 2025 to hedge the risk-free treasury yield component of the ~~Notes~~overall israte ~~scheduled~~ultimately assigned to ~~occur~~the on$50.0 million of the 2025 Notes due September 3, 2032. The treasury lock secured a treasury yield of 4.19%. The hedge transaction settled on June 9, 2025, ~~subject~~in toconnection ~~customary~~with ~~closing~~the ~~conditions~~pricing of the 2025 Notes, and included proceeds of $0.2 million, which were recognized as a gain within Accumulated other comprehensive income on the consolidated balance sheets as of September 30, 2025. This amount is amortized on a straight-line basis as a decrease to interest expense over the term of the 2025 Notes.

In connection with the Note and Guaranty Agreement, the Company executed a treasury lock hedge transaction in May 2025 to hedge the risk-free treasury yield component of the overall rate ultimately assigned to the $50.0 million of Notes due September 3, 2032. The treasury lock secured a treasury yield of 4.185%. The hedge transaction settled on June 9, 2025, in connection with the pricing of the Notes, and included proceeds of $0.2 million, which were recognized as a gain within Accumulated other comprehensive income on the consolidated balance sheets as of June 30, 2025. This amount will be amortized on a straight-line basis as a decrease to interest expense over the term of the Notes, once the Notes have been drawn.32

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 (the “2025 Term Loan Agreement”), 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~~2025 ~~loan~~Term ~~agreement~~Loan Agreement, the Operating Partnership borrowed the full $150.0 million under the 2025 Term Loan. The aggregate amount available under the 2025 Term Loan Agreement may be increased to $250.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions. 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.

29Loans under the 2025 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 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 forward 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.

~~million~~Anticipated ~~under~~Private ~~the~~Placement ~~2025~~Notes 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. Offering

~~Loans~~On ~~under~~October ~~the~~23, 2025, ~~Term~~the ~~Loan~~Company ~~bear~~and ~~interest at variable rates at~~ the Operating Partnership’s ~~election,~~priced ~~based~~a onprivate ~~either~~placement ~~(i)~~offering ~~the~~of ~~term or daily simple SOFR rate plus an applicable margin or (ii) the alternative base rate plus an applicable margin~~$200.0 ~~The~~million ~~applicable~~of ~~margin under~~ the ~~2025~~Operating ~~Term~~Partnership’s ~~Loan~~senior ~~varies~~unsecured ~~based~~notes on (the ~~rating~~“2026 ~~assigned by S&P Global Ratings~~Notes”), ~~Moody’s~~consisting ~~Investors~~of ~~Service,~~(i) ~~Inc~~$50.0 ormillion ~~Fitch~~aggregate ~~Investor~~principal ~~Services~~amount ~~Inc~~of 4.90% ~~to the~~ senior unsecured ~~long-term~~notes ~~indebtedness~~due ofJanuary ~~Company~~20, or2031 (the ~~Operating~~“5-Year ~~Partnership.~~Notes”) Inand ~~May~~(ii) ~~2025, the Company entered into a~~ $150.0 million ~~forward~~aggregate ~~interest~~principal ~~rate~~amount ~~swap~~of ~~agreement~~5.13% tosenior ~~fix~~unsecured ~~the~~notes ~~variable-rate~~due ~~SOFR~~January ~~component~~20, of2033 (the ~~2025~~“7-Year ~~Term~~Notes”), ~~Loan~~with ata 3group of institutional investors.~~659%~~ ~~from~~Considering ~~July~~the ~~16,~~treasury ~~2025~~lock ~~through~~agreements ~~January~~noted 1below, ~~2031.~~the ~~The~~interest ~~all-in~~ rate ofon the ~~2025~~notes ~~Term Loan~~ will be fixed at 45.~~609~~06% ~~based~~and on5.31%, ~~the loan’s current applicable spread~~respectively.

AsThe ~~part~~Company ofand ~~its~~the ~~growth~~Operating ~~strategy,~~Partnership ~~the~~expect ~~Company~~to ~~may~~enter ~~incur~~into ~~additional~~a ~~debt~~Note toand ~~finance~~Guaranty ~~future~~Agreement ~~acquisitions~~on November 12, ~~including~~2025 ~~debt~~pursuant ~~that~~to ~~refinances~~which orthe ~~replaces~~Operating ~~borrowings~~Partnership ~~under~~expects to issue the ~~Revolving~~2026 ~~Credit~~Notes ~~Facility,~~on ~~the~~or ~~Term~~around ~~Loan~~year-end ~~Facility,~~and in the first quarter of 2026. The 2026 Notes orare ~~the~~expected ~~2025~~to ~~Term~~be ~~Loan.~~on ~~While~~similar terms to the ~~Company~~2025 ~~believes~~Notes. itHowever, ~~has~~there ~~several~~can ~~viable~~be ~~sources~~no toassurance ~~obtain~~that ~~capital~~the ~~and~~terms ~~fund~~will ~~its~~be ~~business,~~similar or that the ~~sources~~Company ofand ~~funds~~the ~~could~~Operating bePartnership ~~affected~~will byenter ~~various~~such ~~risks~~Note and ~~uncertainties~~Guaranty Agreement or that the issuance of the 2026 Notes will be completed.

In connection with the anticipated private placement 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 anticipated $150.0 million of 7-Year Notes and a treasury yield of 3.76% for the anticipated $50 million of 5-Year 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 will be recognized as a loss within Accumulated OCI on the consolidated balance sheets as of December 31, 2025. This amount will be amortized on a straight-line basis as an increase to interest expense over the terms of the 5-Year and the 7-Year notes.

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 Notes or the 2025 Term Loan. 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 for each of the first ~~two~~three quarters in 2025. The dividends are summarized as follows (in millions):

Quarter Declared	Amount Declared		Date Paid	Amount Paid
First quarter 2025	$	17.1	April 8, 2025	$	17.0
Second quarter 2025		17.1	July 9, 2025		17.0
Total year to date	$	34.2		$	34.0
Third quarter 2025		17.1	October 21, 2025		17.0
Total year to date	$	51.3		$	51.0

The Company anticipates making distributions to holders of its common stock to satisfy ~~the~~REIT requirements ~~to qualify as a REIT~~ 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.

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 Repurchase Program and Common Stock Continuous Equity Program

On September 25, 2025 the Company’s Board of Directors authorized a share repurchase program of up to an aggregate purchase price of $250.0 million. Repurchases of common stock under the share repurchase program may be made from time to time in the open market, in privately negotiated purchases, in accelerated share repurchase programs or by any other lawful means. The number of shares of common stock purchased and the timing of any purchases will depend on a number of factors, including the price and availability of common stock and general market conditions. Through October 29, 2025, the Company had not repurchased any shares under this program.

On October 1, 2025, the Company entered into an agreement for the future issuance of up to $250.0 million in shares of common stock under a continuous equity program. Under the program, the Company may, at its election, enter into one or more separate forward sales agreements. The Company entered into the equity sales agreement in connection with the filing of the Company’s registration statement on Form S-3. At October 29, 2025, the Company had $250.0 million available for the future issuance of common stock under that program.

Cash Flow Activity

The Company expects that its core business of leasing space to well capitalized retailers will continue to generate consistent cash flow after expenses. The following presents a summary of consolidated statements of cash flow (in thousands):

	Six Months
	Nine Months
	Ended June 30,
	Ended September 30,
	2025			2024
Cash flow provided by operating activities	$	5998,~~543~~732		$	3225,~~331~~256
Cash flow used for investing activities		(~~308~~628,~~479~~288	)		(80234,~~876~~663	)
Cash flow provided by financing activities		52333,~~392~~259			49211,~~350~~227

Changes in cash flows for the nine months ended September 30, 2025, compared to the prior-year period, are as follows:

~~Changes~~Operating inActivities: ~~cash~~Cash ~~flows~~provided ~~for~~by operating activities increased $73.5 million primarily due to the ~~six~~net ~~months~~impact ~~ended~~from ~~June~~property 30acquisitions, ~~2025,~~a ~~compared~~decrease in transaction costs related to the ~~prior~~Spin-~~year~~Off ~~period~~and an increase in interest income, ~~are~~partially asoffset ~~follows:~~by an increase in interest expense and general and administrative expenses.

~~Operating~~Investing Activities: Cash ~~provided~~used byfor ~~operating~~investing activities increased $27393.26 million primarily due to the ~~net~~increase ~~impact~~in ~~from~~real ~~property~~estate ~~acquisitions,~~assets aacquired ~~decrease~~of in$397.5 ~~transaction~~million, ~~costs~~an ~~related~~increase toin ~~the~~escrow ~~Spin-Off~~deposits ~~and~~for anfuture ~~increase~~acquisitions inof ~~interest~~$4.7 ~~income~~million, partially offset by ana ~~increase~~decrease in ~~interest~~real ~~expense~~estate ~~and~~improvements ~~general~~of ~~and~~$8.5 ~~administrative expenses~~million.

~~Investing~~Financing Activities: Cash ~~used~~provided ~~for~~by ~~investing~~financing activities increased $~~227~~122.60 million primarily due to the ~~increase~~proceeds infrom ~~real~~the ~~estate~~term ~~assets~~loans ~~acquired~~of $250.0 million and anprivate ~~increase~~placement unsecured notes of $150.0 million and lower repayment of mortgage debt of $25.7 million, partially offset by dividends paid of $60.4 million and a decrease in ~~escrow~~transactions ~~deposits~~with ~~for~~SITE ~~future~~Centers ~~acquisitions~~of $241.9 million.

Financing Activities: Cash provided by financing activities increased $3.0 million primarily due to the proceeds from the term loan of $100.0 million, partially offset by dividends paid of $43.5 million, lower repayment of mortgage debt of $25.6 million and lower transactions with SITE Centers of $75.0 million.

SOURCES AND USES OF CAPITAL

The Company remains committed to maintaining sufficient liquidity and financial flexibility in order to pursue its stated business plan to acquire additional convenience properties and scale the Company’s portfolio while managing its overall risk profile. Cash flow from operations, as well as debt and equity financings, represent additional potential sources of proceeds to be used to execute on the Company’s business plan.

Acquisitions

Through ~~July~~October 2524, 2025, the Company acquired 5969 convenience shopping centers for an aggregate purchase price of $~~539~~644.51 million.

Indebtedness

As of ~~June~~September 30, 2025, $100.0 million had been drawn on the 2024 Term Loan, ~~Facility~~$150.0 ~~and~~million inhad ~~July~~been ~~2025,~~drawn on the ~~Company~~2025 ~~entered~~Term ~~into~~Loan and ~~drew upon the~~ $150.0 million ~~2025~~had ~~Term~~been ~~Loan~~drawn on the 2025 Notes. For a summary of interest payable under the 2024 Term Loan, ~~Facility~~the ~~and~~ 2025 Term Loan and the 2025 Notes, see “Indebtedness” in Liquidity, Capital Resources and Financing Activities section above.

CAPITALIZATION

At ~~June~~September 30, 2025, the Company’s capitalization consisted of $~~100~~400.0 million of debt and $2.43 billion of market equity (calculated as shares of common stock outstanding multiplied by $22.8330, the closing price of the Company’s common stock on the New York Stock Exchange on ~~June~~September 30, 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~~2024 Credit ~~Facility~~Agreement, the ~~Term Loan Facility, the~~ Note and Guaranty Agreement and the 2025 Term Loan Agreement 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

In conjunction with the redevelopment of convenience shopping centers, the Company has entered into commitments with general contractors aggregating approximately $0.42 million for its consolidated properties at ~~June~~September 30, 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.

In addition, the Company has debt maturity and interest payment obligations as described in Note 5.

ECONOMIC CONDITIONS

The Company continues to experience steady retailer demand for vacant or available space and executed new leases and renewals aggregating approximately ~~217~~370 thousand square feet of GLA for the ~~six~~nine months ended ~~June~~September 30, 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 annualized consolidated rental revenues (Starbucks at 2.67% as of ~~June~~September 30, 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. The majority of the tenants in the Company’s convenience shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of the tenants to outperform under a variety of economic conditions and provide a stable revenue base. The Company has relatively little reliance on overage or percentage rents dependent on tenant sales performance or on ancillary income.

The Company believes that the convenience property portfolio is well positioned, as evidenced by recent leasing activity, historical leased and occupancy levels and consistent reported leasing spreads. At ~~June~~September 30, 2025, the convenience property portfolio leased and occupancy rates were 96.1% and 93.5%, respectively, and the portfolio ABR per occupied square foot was $35.26, 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 ABRs per square foot and the depth of leasing prospects that can utilize existing square footage generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time. The Company generally does not expend a significant amount of capital on lease renewals, which constitute the majority of overall leasing activity. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for all leases executed during the six months ended June 30, 2025 was $3.47 per rentable square foot.

portfolio leased and occupancy rates were 96.7% and 93.9%, respectively, and the portfolio ABR per occupied square foot was $34.38, 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 ABRs per square foot and the depth of leasing prospects that can utilize existing square footage generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time. The Company generally does not expend a significant amount of capital on lease renewals, which constitute the majority of overall leasing activity. The weighted-average cost of tenant improvements and lease commissions estimated to be incurred over the expected lease term for all leases executed during the nine months ended September 30, 2025 was $3.04 per rentable square foot.

Inflation, higher interest rates, evolving U.S. tariffs and retaliatory tariffs on U.S. goods and the market reaction thereto, and concerns over consumer spending growth, along with the volatility of global capital markets continue to pose risks to the U.S. economy, the retail sector overall and the Company’s tenants. The retail sector overall has also been affected by changing consumer behaviors, increased competition and e-commerce market share gains. The Company routinely monitors the credit profiles of its tenants and analyzes the possible impact of any potential tenant credit issues on the financial statements and overall cash flow, balance sheet and liquidity. In some cases, changing conditions have resulted in weaker retailers losing market share and declaring bankruptcy and/or closing stores. However, other retailers continue to expand their store fleets and launch new concepts within the suburban, high-household-income communities in which the properties are located. As a result, the Company believes that its prospects to backfill any spaces vacated by bankrupt or non-renewing tenants are generally favorable. However, there can be no assurance that vacancy resulting from increasingly uncertain economic conditions will not adversely affect the Company’s operating results.

Rising interest rates and the availability of commercial real estate financing have also impacted, at certain times, real estate owners’ ability to acquire and sell assets and raise equity and debt financing. Although the Company had $~~100~~400.0 million of indebtedness as of ~~June~~September 30, 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.

CRITICAL ACCOUNTING ESTIMATES

For a discussion of our critical accounting policies and estimates, refer to our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no material changes to these policies during the ~~six~~nine months ended ~~June~~September 30, 2025.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s primary market risk exposure is interest rate risk. At ~~June~~September 30, 2025, the Company’s debt adjusted to reflect the ~~swap~~swaps of the variable-rate (SOFR) ~~component~~components of the interest ~~rate~~rates applicable to the 2024 Term Loan ~~Facility~~and to2025 aTerm ~~fixed~~Loan ~~rate~~to offixed ~~3.578%~~rates is ~~$99.1~~summarized ~~million~~as ~~with a maturity of 2.25 years and all-in interest rate of 4.678% based on the loan’s current applicable spread.~~follows:


	September 30, 2025
	Amount (Millions)		Weighted- Average Maturity (Years)		Weighted- Average Interest Rate			Percentage of Total
Fixed-Rate Debt	$	396.4	3.8			5.0	%		100.0	%
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 an interest rate swap ~~agreement~~agreements with a major financial ~~institution~~institutions. At ~~June~~September 30, 2025, the variable-rate (SOFR) component of the interest rate applicable to the Company’s $100.0 million consolidated 2024 Term Loan ~~Facility~~and ~~was~~the $150.0 million consolidated 2025 Term Loan were swapped to a fixed rate through October 1, 2029 and January 1, 2031, respectively. The Company is exposed to credit risk in the event of nonperformance by the counterparties to the swaps. The Company believes it mitigates its credit risk by entering into swaps with major financial institutions.

The carrying value of the Company’s fixed-rate debt was adjusted to include the $99.1 million of variable-rate debt that was swapped to a fixed rate. An estimate of the effect of a 100 basis-point increase at June 30, 2025, is summarized as follows (in millions):36

	June 30, 2025
	Carrying Value		FairValue			100 Basis-PointIncrease inMarket InterestRate
Company's fixed-rate debt	$	99.1	$	101.3	(A)	$	97.5	(B)

The carrying value of the Company’s fixed-rate debt was adjusted to include the $250.0 million of variable-rate debt that was swapped to a fixed rate. An estimate of the effect of a 100 basis-point increase at September 30, 2025, is summarized as follows (in millions):

Includes the fair value of the swap, which was a liability of $1.0 million at June 30, 2025.


	September 30, 2025
	Carrying Value		Fair Value			100 Basis-Point Increase in Market Interest Rate
Company's fixed-rate debt	$	396.4	$	407.0	(A)	$	389.1	(B)

(A)

Includes the fair value of the swap, ~~adjusted~~which ~~for~~was a ~~100~~liability ~~basis-point increase in market interest rates~~ of ~~an asset of~~ $23.83 million at ~~June~~September 30, 2025.

(B)

~~The~~Includes ~~Company~~the ~~intends~~fair tovalue ~~continually~~of ~~monitor~~the ~~and~~swap ~~actively~~adjusted ~~manage~~for ~~interest~~a ~~costs~~100 ~~on any variable~~basis-~~rate~~point ~~debt~~increase ~~portfolio~~in ~~and~~market ~~may enter into swap positions or~~ interest ~~rate~~rates ~~caps.~~of ~~Accordingly,~~an ~~the~~asset ~~cost~~ of ~~obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated~~$7.1 ~~The~~million ~~Company~~at ~~has~~September ~~not entered into, and does not plan to enter into, any derivative financial instruments for trading or speculative purposes. As of June~~ 30, 2025~~, the Company had no other material exposure to market risk~~.

The Company intends to continually monitor and actively manage interest costs on any variable-rate debt portfolio and may enter into swap positions or interest rate caps. Accordingly, the cost of obtaining such protection agreements in relation to the Company’s access to capital markets will continue to be evaluated. The Company has not entered into, and does not plan to enter into, any derivative financial instruments for trading or speculative purposes. As of September 30, 2025, the Company had no other material exposure to market risk.

Item 4. CONTROLS AND PROCEDURES

~~The~~Evaluation ~~Company’s management, with the participation~~ of ~~the~~Disclosure ~~Chief Executive Officer (“CEO”)~~ and ~~Chief~~Control ~~Financial~~Procedures Officer (“CFO”), conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of June 30, 2025. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its CEO and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

~~During~~The Company’s management, with the ~~three~~participation ~~months~~of ~~ended~~the ~~June~~Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2025. Based on that evaluation, ~~there~~the ~~were~~CEO noand ~~changes~~CFO inhave concluded that the Company’s ~~internal~~disclosure ~~control~~controls ~~over~~and ~~financial~~procedures ~~reporting~~were effective as of the end of the period covered by this Quarterly Report on Form 10-Q to ensure that ~~materially~~information ~~affected~~required to be disclosed by the Company in reports that it files or ~~are~~submits ~~reasonably~~under ~~likely~~the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and were effective as of the end of such period to ~~materially~~ensure ~~affect~~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 ~~internal~~management, ~~control~~including ~~over~~its ~~financial~~CEO ~~reporting.~~and CFO, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

33Changes in Internal Control over Financial Reporting

In August 2025, the Company completed the implementation of a new accounting software system. As part of this implementation, the Company updated its internal controls over financial reporting to address changes in business processes resulting from the new system. Management has evaluated the design and operating effectiveness of these updated controls and concluded that they are operating effectively.

Other than as noted above, there have not been any changes in the Company’s internal control over financial reporting during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

The Company and its subsidiaries are subject to various legal proceedings, which, taken together, are not expected to have a material adverse effect on the Company. The Company is also subject to a variety of legal proceedings or claims for personal injury or property damage arising in the ordinary course of its business, most of which are covered by insurance, although they may be subject to deductibles or retentions. While the resolution of all matters cannot be predicted with certainty, management believes that the final outcome of such legal proceedings and claims will not have a material adverse effect on the Company’s liquidity, financial position or results of operations.

Item 1A. RISK FACTORS

There have been no material changes to the risk factors set forth in the Annual Report on Form 10-K.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

~~None~~On September 25, 2025, the Board of Directors of the Company authorized a common stock repurchase program, which was announced on October 1, 2025. Under the terms of the program, the Company is authorized to repurchase up to an aggregate purchase price of $250.0 million in shares of its common stock. During the third quarter of 2025, the Company did not repurchase any shares of its common stock, and as of September 30, 2025, the dollar value of shares that may yet be purchased under the program is $250.0 million. The repurchase program has no expiration date.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

None.

3438

Item 6. EXHIBITS

10.1		~~Note~~Term ~~and~~Loan ~~Guaranty~~ Agreement, dated ~~June~~as 26of July 15, 2025, by and among Curbline Properties ~~Corp.~~LP, Curbline Properties LPCorp, ~~and~~ the ~~purchasers~~lenders named therein, and PNC Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on ~~June~~July 2617, 2025)
10.2		First Amendment to Credit Agreement dated as of July 15, 2025, by and among Curbline Properties LP, Curbline Properties Corp, the lenders named therein, and Wells Fargo Bank, National Association, as administrative agent1
10.3		First Amendment, dated as of September 26, 2025, to Assigned Employment Agreement, dated as of September 1, 2024, by and among Curbline Properties Corp., Curbline TRS LLC, and Conor M. Fennerty (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 29, 2025)
10.4		First Amendment, dated as of September 26, 2025, to Assigned Employment Agreement, dated as of September 1, 2024, by and among Curbline Properties Corp., Curbline TRS LLC, and John Cattonar (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 29, 2025)
10.5		First Amendment, dated as of September 26, 2025, to Assigned Employment Agreement, dated as of September 1, 2024, by and among Curbline Properties Corp., Curbline TRS LLC, and Lesley H. Solomon (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 29, 2025)
31.1		Certification of principal executive officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341
31.2		Certification of principal financial officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 19341
32.1		Certification of chief executive officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2
32.2		Certification of chief financial officer pursuant to Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of this report pursuant to the Sarbanes-Oxley Act of 20021,2
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document1
101.SCH		Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Document1
104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2025 has been formatted in Inline XBRL and included in Exhibit 101.

Submitted electronically herewith.

Pursuant to SEC Release No. 34-4751, these exhibits are deemed to accompany this report and are not “filed” as part of this report.

Attached as Exhibit 101 to this report are the following formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of ~~June~~September 30, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024, (iii) Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024, (iv) Consolidated Statements of Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024, (v) Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024 and (vi) Notes to Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Filing Compare · Curbline Properties Corp.