Curbline Properties Corp.

04/29/2026 | Press release | Distributed by Public on 04/29/2026 05:05

Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of OPERATIONS

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") provides readers with a perspective from management on the financial condition, results of operations and liquidity of Curbline Properties Corp. and its consolidated subsidiaries (collectively, the "Company" or "Curbline") and other factors that may affect the Company's future results. The Company believes it is important to read the MD&A in conjunction with the Company's consolidated financial statements and the notes thereto appearing elsewhere in this report as well as its Annual Report on Form 10-K for the year ended December 31, 2025 and other publicly available information. In addition, the following discussion contains forward-looking statements, such as statements regarding our expectations for future performance, liquidity, and capital resources, that involve risks, uncertainties, and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements as a result of various factors, including those set forth under "Forward-Looking Statements" above.

EXECUTIVE SUMMARY

Curbline Properties Corp. is a Maryland corporation formed to own, lease, acquire, and manage convenience shopping centers. The Operating Partnership is a Delaware limited partnership formed to serve as Curbline's majority-owned partnership subsidiary and to own, through affiliates, all of the real estate properties and assets. The Operating Partnership's capital includes common general and limited partnership interests in the Operating Partnership ("Common Units") and LTIP Units, as defined in the partnership agreement (together with the Common Units, the "OP Units"). As of March 31, 2026, Curbline held an approximately 99.0% ownership interest in the Operating Partnership with the remaining OP Units held by members of management.

As of March 31, 2026, the Company's portfolio consisted of 190 convenience shopping centers aggregating 5.0 million square feet of owned gross leasable area ("GLA"). At March 31, 2026, the aggregate leased rate and occupancy rate of the Company's operating shopping center portfolio was 96.3% and 94.1%, respectively.

Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, in suburban, high household income communities, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company's properties having at least one drive-thru unit as of March 31, 2026. Convenience shopping centers generally consist of a homogeneous row of primarily small-shop units leased to a diversified mixture of national, regional and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population and typically experience more customer foot traffic per square foot than anchored retail. The property type has the opportunity to generate above-average, occupancy-neutral cash flow growth driven by high retention rates and limited operating capital expenditures given the standardized site plan and the depth of leasing prospects that can utilize existing square footage and provide significant tenant diversification. As of March 31, 2026, the average GLA of a property in the Curbline portfolio was approximately 27,000 square feet with 95% of base rent generated by units less than 10,000 square feet.

Strategy

The Company believes that as the first and only publicly traded real estate company focused exclusively on the convenience real estate sector it is well positioned to take advantage and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of March 31, 2026, the Company had $305.8 million of cash on hand plus significant access to debt capital and unsettled common equity in order to grow its asset base through acquisitions. With over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market primarily among private investors, the property type provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.

Curbline's acquisition strategy is focused on a number of real estate and financial factors including demographics, property access and visibility, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth. The Company's current portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes of over $122,000 as compared to the national median household income of $83,730.

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

Convenience properties offer the opportunity to generate above-average, occupancy-neutral cash flow growth (compared to cash flow growth levels for other retail real estate assets) through rental income increases from either fixed annual rental increases or renewal option increases embedded in tenant leases, elevated retention rates limiting lost rent resulting from vacancy, and

positive mark-to-market of leases at renewal. In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 54% of the average annualized base rent ("ABR") under Curbline's leases expiring within the next five years without any tenant renewal option assumptions. The duration of convenience tenant leases provides Curbline with more frequent opportunities to increase rents to market levels and to mitigate the risk and impact of inflation. Convenience properties' standardized site plans, high tenant retention rates, higher annualized base rents per square foot, and the depth of leasing prospects that can utilize existing square footage also generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time relative to other retail real estate formats including grocery, lifestyle and regional power center properties.

Transaction and Capital Markets Highlights

Transactional and investment highlights for the Company from January 1, 2026 through April 24, 2026, include the following:

Acquired 22 properties for an aggregate purchase price of $236.2 million;
Funded the remaining $172.0 million balance of the 2026 Notes in January 2026;
Sold an additional 2,553,400 shares of common stock on a forward basis under its at-the-market equity offering program at a weighted average price of $23.91 per share before issuance costs, generating expected gross proceeds before issuance costs of $61.0 million with no shares settled to date;
In February 2026, sold 9.2 million shares of common stock on a forward basis at a public offering price of $25.50 per share before underwriting discounts and expenses, generating expected gross proceeds before issuance costs of $234.6 million with no shares settled to date; and
In February 2026, declared a quarterly cash dividend of $0.17 per share of common stock paid in April.

Operational Metrics

Key operational results and transactions for the Company from January 1, 2026 through March 31, 2026 include the following:

Signed new leases and renewals for approximately 145 thousand square feet of GLA, which included approximately 17 thousand square feet of new leasing volume;
For comparable leases executed, achieved cash new leasing spreads of 33.5% and cash renewal leasing spreads of 5.9%;
Aggregate leased rate was 96.3% at March 31, 2026, as compared to 96.7% at December 31, 2025 and 96.0% at March 31, 2025; and
Aggregate occupancy rate was 94.1% at March 31, 2026, as compared to 94.1% at December 31, 2025 and 93.5% at March 31, 2025. The year-over-year increase in occupancy was primarily attributable to property acquisitions.

Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant's annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company's cash leasing spread calculation excludes deals for first generation units or where the unit was vacant at the time of acquisition and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.

Summary Financial Results

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

Three Months

Ended March 31,

2026

2025

Net income attributable to Curbline

$

3,563

$

10,550

FFO attributable to Curbline

$

29,180

$

24,954

Operating FFO attributable to Curbline

$

29,945

$

25,127

Earnings per share - Diluted

$

0.03

$

0.10

For the three months ended March 31, 2026, the decrease in net income, as compared to the prior-year period, was primarily attributable to an increase in interest expense and depreciation expense and a decrease in interest income, partially offset by an increase in net operating income primarily from asset acquisitions. The increase in FFO and OFFO attributable to Curbline, as

compared to the prior-year period, was primarily attributable to an increase in net operating income primarily from asset acquisitions, partially offset by a decrease in interest income and an increase in interest expense.

RESULTS OF OPERATIONS

For the comparison of 2026 performance to 2025, presented below, convenience properties owned as of January 1, 2025, are referred to herein as the "Comparable Portfolio Properties."

Revenues from Operations (in thousands)

Three Months

Ended March 31,

2026

2025

$ Change

Rental income(A)

$

57,671

$

38,438

$

19,233

Other income

316

257

59

Total revenues

$

57,987

$

38,695

$

19,292

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

Three Months

Ended March 31,

Rental Income

2026

2025

$ Change

Base and percentage rental income(1)

$

43,063

$

28,117

$

14,946

Recoveries from tenants(2)

14,779

9,450

5,329

Uncollectible revenue

(418

)

(219

)

(199

)

Lease termination fees, ancillary and other rental income(3)

247

1,090

(843

)

Total rental income

$

57,671

$

38,438

$

19,233

(1)
The changes in base and percentage rental income for the three months ended March 31, 2026, were due to the following (in millions):

2026 vs. 2025
Increase

Acquisition of convenience shopping centers

$

13.5

Comparable Portfolio Properties

0.9

Straight-line rents

0.5

Total

$

14.9

At March 31, 2026 and 2025, the Company owned 190 and 107 wholly owned properties, respectively, with an aggregate occupancy rate of 94.1% and 93.5%, respectively.

(2)
The increase in recoveries from tenants is primarily due to the impact of acquisitions. Recoveries from tenants were approximately 98.0% and 92.4% of operating expenses and real estate taxes for the three months ended March 31, 2026 and 2025, respectively.
(3)
During the three months ended March 31, 2025, the amount reported includes $0.9 million from lease terminations and the assumption of buildings due to ground lease terminations. There was no lease termination income for the three months ended March 31, 2026.

Expenses from Operations (in thousands)

Three Months

Ended March 31,

2026

2025

$ Change

Operating and maintenance(A)

$

7,808

$

5,402

$

2,406

Real estate taxes(A)

7,276

4,821

2,455

General and administrative

9,623

8,928

695

Depreciation and amortization(A)

25,659

14,463

11,196

$

50,366

$

33,614

$

16,752

(A)
The changes for the three months ended March 31, 2026, as compared to the prior year period, were due to the following (in millions):

Operating
and
Maintenance

Real Estate
Taxes

Depreciation
and
Amortization

Acquisition of convenience shopping centers

$

2.8

$

2.4

$

11.9

Comparable Portfolio Properties

(0.4

)

0.1

(0.7

)

$

2.4

$

2.5

$

11.2

Other Income and Expenses (in thousands)

Three Months

Ended March 31,

2026

2025

$ Change

Interest expense(A)

$

(7,888

)

$

(567

)

$

(7,321

)

Interest income(B)

2,908

5,653

(2,745

)

Other income (expense), net

996

458

538

Gain on disposition of real estate, net

-

42

(42

)

Tax expense of taxable REIT subsidiaries and state franchise
and income taxes

(69

)

(105

)

36

(A)
At March 31, 2026, the Company's consolidated indebtedness consisted of the 2024 Term Loan, the 2025 Term Loan, the 2025 Notes and the 2026 Notes with an aggregate outstanding balance of $600.0 million and a weighted-average interest rate (based on contractual rates including the impact of the interest rates swaps and excluding amortization of debt issuance costs) of 5.0%. At March 31, 2026, the weighted-average maturity (without extensions) was 4.3 years. For the three months ended March 31, 2025, the expense consisted of fees paid and amortization of loan costs related to the Company's revolving and term loan credit facility.
(B)
Consists of interest income incurred on cash balances.

Non-Controlling Interests and Net Income (in thousands)

Three Months

Ended March 31,

2026

2025

$ Change

Income attributable to non-controlling interest

$

(5

)

$

(12

)

$

7

Net income attributable to Curbline(A)

3,563

10,550

(6,987

)

(A)
For the three months ended March 31, 2026, the decrease in net income, as compared to the prior-year period, was primarily attributable to an increase in interest expense and depreciation expense and a decrease in interest income, partially offset by the net operating impact from asset acquisitions.

NON-GAAP FINANCIAL MEASURES

Funds from Operations and Operating Funds from Operations

Definition and Basis of Presentation

The Company believes that Funds from Operations ("FFO") and Operating FFO (as defined below), both non-GAAP financial measures, provide additional and useful means to assess the financial performance of REITs. FFO and Operating FFO are frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs. The Company also believes that FFO and Operating FFO more appropriately measure the core operations of the Company and provide benchmarks to its peer group.

FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition,

disposition and development activities. This provides a perspective of the Company's financial performance not immediately apparent from net income determined in accordance with GAAP.

FFO is generally defined and calculated by the Company as net income attributable to Curbline (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, (ii) impairment charges on real estate property, (iii) gains and losses from changes in control and (iv) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles net of depreciation allocated to non-controlling interests. The Company's calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts ("NAREIT").

The Company believes that certain charges, income and gains/losses recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain non-operating charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company's operating real estate portfolio. Such adjustments include gains/losses on early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company's financial statements.

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

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

For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company's operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items. Other real estate companies may calculate FFO and Operating FFO in a different manner.

Management recognizes the limitations of FFO and Operating FFO when compared to GAAP's net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company's cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company's operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company's reported net income and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income have been provided below.

Reconciliation Presentation

A reconciliation of net income to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges, income and gains/losses adjusted in the calculation of Operating FFO are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations.

Three Months

Ended March 31,

2026

2025

Net income attributable to Curbline

$

3,563

$

10,550

Depreciation and amortization of real estate investment, net
of non-controlling interests

25,617

14,446

Gain on disposition of real estate, net of non-controlling interests

-

(42

)

FFO attributable to Curbline

29,180

24,954

Transaction costs, net of non-controlling interests

765

173

Operating FFO attributable to Curbline

$

29,945

$

25,127

The increase in FFO and OFFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to the net operating impact of property acquisitions, partially offset by a decrease in interest income and an increase in interest expense.

Net Operating Income and Same-Property Net Operating Income

Definition and Basis of Presentation

The Company uses net operating income ("NOI"), which is a non-GAAP financial measure, as a supplemental performance measure. NOI is calculated as property revenues less property-related expenses and excludes depreciation and amortization expense, interest income and expense and corporate level transactions. The Company believes NOI provides useful information to investors regarding the Company's financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level and, when compared across periods, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and disposition activity on an unleveraged basis.

The Company also presents NOI information on a same property basis, or Same-Property Net Operating Income ("SPNOI"). The Company defines SPNOI as property revenues less property-related expenses, which excludes depreciation and amortization expense, interest income and expense and corporate level transactions, as well as straight-line rental income and reimbursements and expenses, lease termination income, management fee expense and fair market value of leases. SPNOI only includes assets owned for the entirety of both comparable periods. Other real estate companies may calculate NOI and SPNOI in a different manner. The Company believes SPNOI provides investors with additional information regarding the operating performance of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SPNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.

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

Reconciliation Presentation

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

Three Months

Ended March 31,

2026

2025

Net income attributable to Curbline

$

3,563

$

10,550

Interest expense

7,888

567

Interest income

(2,908

)

(5,653

)

Depreciation and amortization

25,659

14,463

General and administrative

9,623

8,928

Other income (expense), net

(996

)

(458

)

Gain on disposition of real estate, net

-

(42

)

Tax expense

69

105

Non-controlling interests

5

12

Total Curbline NOI

42,903

28,472

Less: Non-Same Property NOI

(15,901

)

(2,705

)

Total Same-Property NOI

$

27,002

$

25,767

Total Curbline NOI % Change

50.7

%

Same-Property NOI % Change

4.8

%

The same-property increase for the three months ended March 31, 2026, as compared to the prior-year period, was primarily attributable to minimum rent increases resulting from an increase in occupancy, rent steps or option rent increases and increases in recoveries from tenants.

LIQUIDITY, CAPITAL RESOURCES AND FINANCING ACTIVITIES

The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At March 31, 2026, the Company's primary sources of capital were $305.8 million of unrestricted cash, a $400.0 million unsecured, undrawn line of credit and $357.7 million of expected gross proceeds for unsettled forward equity sales along with cash flow from operations. The Company may also raise additional capital as appropriate to finance the growth of its business. Debt outstanding was $600.0 million and $428.0 million as of March 31, 2026 and December 31, 2025, respectively.

Equity

In February 2026, the Company completed a follow-on primary offering of 9,200,000 shares of its common stock on a forward basis, including the full exercise of the underwriters' option to purchase up to 1,200,000 additional shares of common stock, at a public offering price of $25.50 per share for expected gross proceeds of $234.6 million before deducting underwriting discounts and expenses. No shares under these forward agreements have been physically settled as of March 31, 2026. The Company is required to settle these shares by August 2027.

During the first quarter of 2026, the Company offered and sold 2,038,800 shares of its common stock on a forward basis under the at-the-market equity program ("ATM Program") at a weighted-average price of $23.36 per share before issuance costs, generating expected estimated gross proceeds before issuance costs of $47.6 million. The Company is required to settle these shares by March 31, 2027. As of March 31, 2026, the Company had unsettled outstanding forward shares of $123.1 million under the ATM program and $126.9 million of remaining capacity under the ATM Program.

Indebtedness

Credit Facilities and Term Loans

In October 2024, the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent entered into a credit agreement (the "Credit Agreement"). The Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the "Revolving Credit Facility") and a delayed draw term loan in the amount of $100.0 million (the "2024 Term Loan" and together with the Revolving Credit Facility, the "2024 Credit Facilities").

The aggregate amount available under the 2024 Credit Facilities may be increased up to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.

The Revolving Credit Facility matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 at the Operating Partnership's option and subject to the satisfaction of certain conditions. Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership's election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody's Investors Service, Inc. (each, an "IG Rating"). In May 2025, Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB. No amounts were drawn under the Revolving Credit Facility as of March 31, 2026.

The Company drew $100.0 million on the 2024 Term Loan in March 2025 which will mature on October 1, 2027, subject to two one-year options to extend its maturity to October 1, 2029 at the Operating Partnership's option and subject to the satisfaction of certain conditions. Loans under the 2024 Term Loan bear interest at variable rates at the Operating Partnership's election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. Similar to the Revolving Credit Facility, the applicable margin under the 2024 Term Loan varies. As of March 31, 2026, $100.0 million is outstanding under the 2024 Term Loan.

The 2024 Credit Facilities contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company's ability to sell all or substantially all of the Company's assets and engage in certain mergers and acquisitions. The 2024 Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.

The Company maintains a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company's $100.0 million 2024 Term Loan to 3.58%, from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company's 2024 Term Loan at 3.71% from October 1, 2028 through October 1, 2029. Following the investment grade rating and simultaneously with the Company's borrowing of the 2025 Term Loan (defined below), the 2024 Credit Agreement was amended to reduce the interest rate spread resulting in an all-in rate for the 2024 Term Loan of 4.53% based on the loan's current applicable spread.

In July 2025, the Operating Partnership, as borrower, and the Company entered into a term loan agreement with a syndicate of lenders and PNC, National Association, as administrative agent, which provides for an unsecured, term loan in the amount of $150.0 million (the "2025 Term Loan"). In connection with entering into the term loan agreement, the Operating Partnership borrowed the full $150.0 million under the 2025 Term Loan. The 2025 Term Loan will mature in January 2029, subject to two one-year options to extend its maturity to January 2031 at the Operating Partnership's option and subject to the satisfaction of certain customary conditions.

The 2025 Term Loan bears interest at variable rates at the Operating Partnership's election, based on either (i) the term or daily simple SOFR rate plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The applicable margin under the 2025 Term Loan varies based on the rating assigned by S&P Global Ratings, Moody's Investors Service, Inc. or Fitch Investor Services Inc. to the senior unsecured long-term indebtedness of Company or the Operating Partnership. In May 2025, the Company entered into a $150.0 million interest rate swap agreement to fix the variable-rate SOFR component of the 2025 Term Loan at 3.66% from July 16, 2025 through January 1, 2031. The all-in rate of the 2025 Term Loan is fixed at 4.61% based on the loan's current applicable spread.

Amounts owing under the 2024 Term Loan and the 2025 Term Loan may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR-based rate election is in effect. The 2024 Term Loan and the 2025 Term Loan contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company's ability to sell all or substantially all of the Company's assets and engage in certain mergers and acquisitions. The 2024 Term Loan and the 2025 Term Loan also contains customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.

Senior Unsecured Notes

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

In connection with the 2025 Notes, the Company executed a treasury lock hedge transaction in June 2025 which included proceeds of $0.2 million, which were recognized as a gain within Accumulated OCI on the consolidated balance sheets. This amount is amortized on a straight-line basis as a decrease to interest expense over the term of the 2025-B Notes.

On November 12, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement in connection with a private placement of $200.0 million of the Operating Partnership's senior unsecured notes (the "2026 Notes"), consisting of (i) $50.0 million aggregate principal amount of 4.90% senior unsecured notes due January 20, 2031 (the "2025-C Notes") and (ii) $150.0 million aggregate principal amount of 5.13% senior unsecured notes due January 20, 2033 (the "2026-A Notes"), with a group of institutional investors. Considering the treasury lock agreements noted below, the interest rate on the notes will be fixed at 5.06% and 5.31%, respectively.

The sale and purchase of $28.0 million of the 2026 Notes was completed on December 31, 2025 and sale and purchase of the balance of the $172.0 million of the 2026 Notes was completed on January 20, 2026. The Operating Partnership intends to use the net proceeds from the issuance of the 2026 Notes for general corporate purposes, including funding future acquisitions.

In connection with the offering of the 2026 Notes, the Company executed two treasury lock hedge transactions in September 2025 to hedge the treasury yield component of the overall rate ultimately assigned to the two tranches of 2026 Notes which included a payment of $2.0 million, which is recognized as a loss within Accumulated OCI on the consolidated balance sheets as of December 31, 2025. This amount is amortized on a straight-line basis as an increase to interest expense over the terms of the 2025-C and the 2026-A notes.

The 2025 Notes and the 2026 Notes bear interest on the outstanding principal balance at the stated rates per annum from the date of issuance, payable semi-annually in arrears, until such principal becomes due and payable. The entire unpaid principal balance of each 2025 Note and each 2026 Note shall be due and payable on the maturity date thereof. The 2025 Notes and the 2026 Notes are senior unsecured obligations of the Operating Partnership and rank equal in right of payment with all other senior unsecured indebtedness of the Operating Partnership. The 2025 Notes and the 2026 Notes are unconditionally guaranteed by the Company.

The Operating Partnership is permitted to prepay the outstanding 2025 Notes and 2026 Notes in whole or in part, in an amount not less than 5% of the aggregate principal amount of the 2025 Notes or the 2026 Notes, as applicable, then outstanding, at any time at (i) 100% of the principal amount so prepaid, plus (ii) the make-whole amount, which is equal to the excess, if any, of the discounted value of the remaining scheduled principal and interest payments with respect to the 2025 Notes or 2026 Notes being prepaid over the principal amount of such 2025 Notes or 2026 Notes. The discount rate to be used is equal to 0.50% plus the yield to maturity reported for the most recently actively traded U.S. Treasury Securities with a maturity equal to the remaining average life of the prepaid principal. If a change in control occurs for the Company, the Operating Partnership must offer to prepay the outstanding 2025 Notes and 2026 Notes. The prepayment amount will be 100% of the principal amount, as well as accrued and unpaid interest but without any make-whole amount.

The 2025 Notes and the 2026 Notes contain certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio.

As of March 31, 2026, the Company was in compliance with all its financial covenants governing its debt. Although the Company believes it will continue to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities.

As part of its growth strategy, the Company may incur additional debt to finance future acquisitions, including debt that refinances or replaces borrowings under the Revolving Credit Facility and the Company's unsecured debt. While the Company believes it has several viable sources to obtain capital and fund its business, the sources of funds could be affected by various risks and uncertainties.

Dividend Distributions

The Company declared a quarterly cash dividend of $0.17 per share in the first quarter of 2026. The dividends are summarized as follows (in millions):

Quarter Declared

Amount Declared

Date Paid

Amount Paid

First quarter 2026

$

18.2

April 8, 2026

$

18.0

The Company anticipates making distributions to holders of its common stock to satisfy REIT requirements and generally not be subject to U.S. federal income tax (other than with respect to operations conducted through a taxable REIT subsidiary of the Company) or excise tax. U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income. The Company generally intends to make distributions with respect to each taxable year in an amount at least equal to its REIT taxable income for such taxable year. To the extent that cash available for distribution is less than the Company's REIT taxable income, the Company may make a portion of its distributions in the form of additional shares of common stock, and any such distribution of such common stock may be taxable as a dividend to stockholders.

Although the Company generally expects to declare and pay distributions on a quarterly basis, the Company's Board of Directors (the "Board") will evaluate its distribution policy regularly in order to maintain sufficient liquidity for operations and in order to maximize the Company's free cash flow while still adhering to REIT payout requirements and minimizing federal income taxes (excluding federal income taxes applicable to its taxable REIT subsidiary activities).

Any distributions the Company makes to its stockholders will be at the discretion of the Board and will depend upon, among other things, the Company's actual and anticipated results of operations and liquidity, which will be affected by various factors, including the income from its portfolio, its operating expenses and any other expenditures.

Cash Flow Activity

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

For the Three Months Ended March 31,

2026

2025

Cash flow provided by operating activities

$

21,368

$

25,371

Cash flow used for investing activities

(152,713

)

(128,257

)

Cash flow provided by financing activities

147,570

70,515

Changes in cash flows for the three months ended March 31, 2026, compared to the prior-year period, are as follows:

Operating Activities: Cash provided by operating activities decreased $4.0 million primarily due to an increase in interest expense and general and administrative expenses and a decrease in interest income, partially offset by the net impact of property acquisitions.

Investing Activities: Cash used for investing activities increased $24.5 million primarily due to the increase in real estate assets acquired of $15.6 million, an increase in escrow deposits for future acquisitions of $5.2 million and an increase in real estate improvements of $3.6 million.

Financing Activities: Cash provided by financing activities increased $77.1 million primarily due to funding of $172.0 million of the 2026 Notes and a decrease in dividends paid of $6.4 million, partially offset by an increase in offering costs of $0.7 million and by a decrease in proceeds from the 2024 Term Loan of $100.0 million.

SOURCES AND USES OF CAPITAL

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

Acquisitions

Through April 24, 2026, the Company acquired 22 convenience shopping centers for an aggregate purchase price of $236.2 million.

Indebtedness

As of March 31, 2026, $100.0 million had been drawn on the 2024 Term Loan, $150.0 million had been drawn on the 2025 Term Loan, $150.0 million had been drawn on the 2025 Notes and $200.0 million had been drawn on the 2026 Notes.

CAPITALIZATION

At March 31, 2026, the Company's capitalization consisted of $600.0 million of debt and $2.7 billion of market equity (calculated as shares of common stock outstanding multiplied by $25.79, the closing price of the Company's common stock on the New York Stock Exchange on March 31, 2026).

Management seeks to maintain access to the capital resources necessary to manage the Company's balance sheet. Accordingly, the Company may seek to obtain funds through additional debt or equity financings in a manner consistent with its intention to operate with a prudent debt capitalization policy.

CONTRACTUAL OBLIGATIONS AND OTHER COMMITMENTS

In conjunction with the redevelopment of convenience shopping centers, the Company has entered into commitments with general contractors aggregating approximately $0.8 million for its consolidated properties at March 31, 2026. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow. These contracts typically can be changed or terminated without penalty.

The Company routinely enters into contracts for the maintenance of its properties. These contracts typically can be canceled upon 30 to 60 days' notice without penalty. At March 31, 2026, the Company had purchase order obligations, typically payable within one year, aggregating approximately $1.6 million related to the maintenance of its properties.

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

ECONOMIC CONDITIONS

The Company continues to experience steady retailer demand for vacant or available space and executed new leases and renewals aggregating approximately 145 thousand square feet of GLA for the three months ended March 31, 2026. The Company believes the elevated portfolio leased rate and overall tenant activity are attributable to demand for space at properties located on the curbline of well-trafficked intersections and major vehicular corridors and limited new supply. Additionally, the Company's portfolio benefits from its concentration in suburban, above-average household income communities along with positive demographic and economic trends.

The Company has a diversified tenant base, with only one tenant whose annualized rental revenue equals or exceeds 2% of the Company's ABR (Starbucks at 2.5% as of March 31, 2026). Other significant national tenants generally have relatively strong financial positions, have outperformed their respective retail categories over time and, the Company believes, remain well-capitalized. The majority of the tenants in the Company's convenience shopping centers provide day-to-day consumer necessities with a focus on value and convenience, versus discretionary items, which the Company believes will enable many of the tenants to outperform under a variety of economic conditions and provide a stable revenue base. The Company has relatively little reliance on overage or percentage rents dependent on tenant sales performance or on ancillary income.

The Company believes that the convenience property portfolio is well positioned, as evidenced by recent leasing activity, historical leased and occupancy levels and consistent reported leasing spreads. At March 31, 2026, the convenience property portfolio leased and occupancy rates were 96.3% and 94.1%, respectively, and the portfolio ABR per occupied square foot was $34.91, as compared to leased and occupancy rates of 96.7% and 94.1%, respectively, and ABR per occupied square foot of $34.52 at December 31, 2025. The per square foot cost of leasing capital expenditures has been consistent with the Company's historical trends and the standardized site plan of the majority of the Company's convenience shopping centers together with high tenant retention rates, higher ABRs per square foot and the depth of leasing prospects that can utilize existing square footage generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time. The Company generally does not expend a significant amount of capital on lease renewals, which constitute the majority of overall leasing activity. The weighted-average cost of

tenant improvements and lease commissions estimated to be incurred over the expected lease term for all leases executed during the three months ended March 31, 2026 and 2025 was $1.21 and $3.43 per rentable square foot, respectively.

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

Rising interest rates and the availability of commercial real estate financing have also impacted, at certain times, real estate owners' ability to acquire and sell assets and raise equity and debt financing. Although the Company had $600.0 million of indebtedness as of March 31, 2026, debt capital markets liquidity could adversely impact the Company's current and expected future business plan and its ability to finance future maturities and/or investments, and the interest rates applicable thereto. Depending on market conditions, the Company intends to acquire additional assets funded with cash on hand and unsettled common equity along with retained cash flow and debt and equity financing. The timing of certain acquisitions may be impacted by capital markets activity along with the volume and pricing of assets available to acquire. Unfavorable changes in interest rates or the capital markets could adversely impact the Company's return on investments.

CRITICAL ACCOUNTING ESTIMATES

For a discussion of our critical accounting policies and estimates, refer to our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to these policies during the three months ended March 31, 2026.

Curbline Properties Corp. published this content on April 29, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 29, 2026 at 11:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]