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Curbline Properties Corp.

For the period ended Sep 30, 2026. Filed Oct 22, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Oct 22, 2026

CURB$29.38-0.5%Stored close · as of Nov 6, 2026

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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 September 30, 2026, Curbline held an approxim ately 99.1% ownership interest in the Operating Partnership, with the remaining OP Units held by members of management. Unless otherwise provided, references herein to the Company or Curbline include Curbline Properties Corp. and Curbline Properties LP and their consolidated subsidiaries. The Company’s tenant base includes a mixture of national, regional and local retail tenants. Consequently, the Company’s credit risk is primarily concentrated in the retail industry. As of September 30, 2026, the Company owned 239 convenience shopping centers comprising 6.1 million square feet of gross leasable area (“GLA”).

Use of Estimates in Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.

Unaudited Interim Financial Statements

These financial statements have been prepared by the Company in accordance with GAAP for interim financial information and the applicable rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all information and footnotes required by GAAP for complete financial statements. However, in the opinion of management, the interim financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the results of the periods presented. The results of operations for the three and nine months ended September 30, 2026 and 2025, are not necessarily indicative of the results that may be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Principles of Consolidation

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

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

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

Nine Months
Ended September 30,
20262025
Accounts payable related to construction in progress$2.7$2.9
Accounts receivable related to construction in progress14.55.2
Accounts payable related to future acquisitions1.70.6
Accounts payable related to offering expense—0.3
Assumption of buildings due to ground lease terminations1.00.7
Dividends declared, but not paid21.817.5

Non-Controlling Interests

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

Segments

The Company has asingle 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 thechief executive officer. The CODM assesses performance for the segment and decides how to allocate resources based on net income as reported in the consolidated statements of operations. In addition, the CODM usesnet operating income (“NOI”) as a supplemental measure to evaluate and assess the performance of the Company’s operating portfolio. The Company defines NOI as property revenues less property-related expenses and excludes depreciation and amortization expense, interest income and expense, and corporate level transactions. The CODM reviews significant expenses associated with the Company’s single operating segment which are presented in the consolidated statements of operations. The CODM uses net income and NOI to evaluate income generated from the Company’s shopping centers in deciding whether to reinvest or allocate profits to capital expenditures, acquisitions or dividends. Net income and NOI are also used to monitor budget versus actual results in assessing the performance of the Company’s properties. The measure of segment assets is reported in the consolidated balance sheets as total consolidated assets.

Equity

In June 2026, the Company entered into an agreement (the “2026 Equity Sales Agreement”) for the future issuance of up to $400.0 million of common stock under an at-the-market equity offering program. In connection with the entry into the 2026 Equity Sales Agreement, the Company’s $250.0 million at-the-market equity offering program pursuant to the Company’s prior equity sales agreement, dated as of October 1, 2025 (the “2025 Equity Sales Agreement”) was terminated. As of its termination, shares of common stock having an aggregate offering price of approximately $7.1 million were not sold under the 2025 Equity Sales Agreement.

Shares sold pursuant to the 2025 Equity Sales Agreement and the 2026 Equity Sales Agreement (together, the “ATM Program”) are offered and sold in amounts determined by the Company from time to time, and are sold in negotiated transactions at market prices prevailing at the time of sale. The ATM Program also allows the Company to enter into forward sale agreements which give the ability to lock in a share price on the sale of common stock at or shortly after the time the forward sale agreement becomes effective, while postponing the receipt of proceeds from the sale of shares until a future date. The Company evaluated the forward sale agreements in accordance with Accounting Standards Codification (“ASC”) Topic 815-40 and concluded that they meet the conditions to be classified within equity as of September 30, 2026. Shares issuable under a forward sale agreement are reflected in the diluted earnings per share calculations for the applicable periods using the treasury stock method.

During the nine months ended September 30, 2026, the Company offered and sold 10,047,963 shares of its common stock on a forward basis under the ATM Program at a weighted-average price of $27.32 per share, generating expected gross proceeds (assuming full physical settlement) of $274.5 million before issuance costs. The Company has settled 6,464,164 shares through September 30, 2026 that were sold under the ATM Program generating net proceeds of $152.7 million. As of September 30, 2026, the Company was party to forward sale agreements relating to 6,834,563 shares of common stock, with $195.2 million of expected gross proceeds (assuming full physical settlement) before issuance costs with final settlement dates ranging from June 2, 2027 through September 30, 2027 and had $292.9 million of remaining capacity under the ATM Program.

In June 2026, the Company priced a follow-on primary offering of 11,500,000 shares of its common stock on a forward basis, including the full exercise of the underwriters’ option to purchase up to 1,500,000 additional shares of common stock, at a public offering price of $30.85 per share for expected gross proceeds of $354.8 million before deducting underwriting discounts and expenses. The offering closed in July 2026. The Company is required to settle these shares by December 29, 2027.

In February 2026, the Company priced and closed 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. The Company has settled 9,200,000 shares through September 30, 2026 generating net proceeds of $231.1 million.

Recently Issued Accounting Standards

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

Acquisitions

During the nine months ended September 30, 2026, the Company acquired 67 convenience shopping centers for a gross purchase price of $750.4 million. The fair value of the acquisitions was allocated as follows (in thousands):

Weighted-AverageAmortization Period(in Years)
Land$260,289N/A
Buildings423,547(A)
Tenant improvements13,791(A)
In-place leases (including lease origination costs and fair market value of leases)76,7746.3
Other assets assumed1,482N/A
Less: Below-market leases(24,168)15.0
Less: Other liabilities assumed(6,344)N/A
Net assets acquired$745,371

(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 nine months ended September 30, 2026, was $14.1 million and$22.3 million, respectively, in total revenues from the date of acquisition through September 30, 2026, for the properties acquired in 2026.

Other Assets and Intangibles, net

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

Asset · Accumulated Amortization · Net
Intangible assets, net:
In-place leases$196,757$(75,173)$121,584
Above-market leases15,164(4,522)10,642
Lease origination costs43,827(12,046)31,781
Tenant relationships651(569)82
Below-market leases (as lessee)14,596(157)14,439
Total intangible assets, net$270,995$(92,467)$178,528
Other assets:
Prepaid expenses1,979
Other assets(A)12,775
Deposits820
Swap receivable9,517
Deferred charges, net2,023
Total other assets$27,114
Liability · Accumulated Amortization · Net
Below-market leases, net$101,824$(17,387)$84,437

(A)

Includes $10.3 million of acquisition escrow deposits.

Asset · Accumulated Amortization · Net
Intangible assets, net:
In-place leases$141,231$(49,660)$91,571
Above-market leases10,645(3,067)7,578
Lease origination costs31,387(7,911)23,476
Tenant relationships651(551)100
Below-market leases (as lessee)14,893(105)14,788
Total intangible assets, net$198,807$(61,294)$137,513
Other assets:
Prepaid expenses1,143
Other assets(A)4,864
Deposits1,470
Deferred charges, net2,782
Total other assets$10,259
Liability · Accumulated Amortization · Net
Below-market leases, net$78,781$(12,083)$66,698

(A)

Includes $3.3 million of acquisition escrow deposits.

Amortization for thethree and nine months ended September 30, 2026 and 2025 related to the Company’s intangibles, excluding below-market leases (as lessee), was as follows (in thousands):

PeriodIncomeExpense
Three months ended September 30, 2026$1,667$11,667
Three months ended September 30, 20251,2117,486
Nine months ended September 30, 20264,93031,592
Nine months ended September 30, 20253,17017,205

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 thethree and nine months ended September 30, 2026 and 2025, was as follows (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Rental income:
Fixed lease income(A)$51,335$35,490$138,656$92,914
Variable lease income(B)18,28712,11549,24032,708
Above-market and below-market leases amortization, net1,6671,2114,9303,170
Uncollectible revenue(421)(350)(1,210)(784)
Total rental income$70,868$48,466$191,616$128,008

(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

As of September 30, 2026, no amounts have been drawn on the Revolving Credit Facility. For definitions of the debt facilities included herein, please refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The outstanding indebtedness at September 30, 2026 is summarized as follows (in thousands):

Carrying Value as of
September 30, 2026December 31, 2025Interest Rate(A)Maturity Date(A)
2025 Notes$150,000$150,0005.58%—5.87%Sep 2030 — Sep 2032
2026 Notes200,00028,0004.90%—5.13%Jan 2031 — Jan 2033
Net unamortized debt issuance costs(2,594)(2,914)
Total senior notes$347,406$175,086
2024 Term Loan$100,000$100,0004.53%(B)Oct 2027
2025 Term Loan150,000150,0004.61%(B)Jan 2029
Net unamortized debt issuance costs(1,257)(1,847)
Total term loans$248,743$248,153
Total indebtedness$596,149$423,239

(A)

As of September 30, 2026.

(B)

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

The 2025 Notes and 2026 Notes contain certain customary covenants including, among other things, a maximum total leverage ratio, a maximum secured leverage ratio, a maximum unencumbered leverage ratio, a minimum fixed charge coverage ratio and a minimum unsecured interest coverage ratio. The Company was in compliance with these financial covenants at September 30, 2026.

The 2024 Term Loan, 2025 Term Loan and the Revolving Credit Facility contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The 2024 Term Loan, 2025 Term Loan and the Revolving Credit Facility also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. The Company was in compliance with these financial covenants at September 30, 2026.

In September 2026, the Company entered into a forward interest rate swap agreement to fix the variable-rate component at 4.43% for $50 million of a delayed draw term loan currently anticipated to close in the fourth quarter (“2026 Term Loan”). The closing of the 2026 Term Loan is subject to the negotiation of definitive agreements and customary closing conditions, and there can be no assurance that the 2026 Term Loan will be completed. The effective date of the swap is based on the expected funding which is anticipated to be in the first quarter of 2027.

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, 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.

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 September 30, 2026 and December 31, 2025, the carrying amount of indebtedness was $596.1 million and $423.2 million, respectively, and the fair value was $582.9 million and $432.0 million, respectively.

Items Measured at Fair Value on a Recurring Basis - Derivatives

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

The following table summarizes the terms and fair value of the Company’s derivative financial instruments (in thousands):

Fair Value as of
InstrumentAssociated Debt InstrumentEffective DateMaturity DateNotional Amount(A)September 30, 2026(B)December 31, 2025(B)
Interest Rate Swap2024 Term LoanApr 2025Oct 2028$100,000$2,003$(796)
Interest Rate Swap2024 Term LoanOct 2028Oct 2029$100,000$940$(212)
Interest Rate Swap2025 Term LoanJul 2025Jan 2031$150,000$5,902$(1,761)
Interest Rate Swap2026 Term Loan(C)Feb 2027Jan 2032$50,000$672N/A

(A)

These interest rate swap agreements utilize a one-month SOFR.

(B)

The Swaps (included in other assets or accounts payable and other liabilities) are measured at fair value on a recurring basis, which are classified as Level 2 measurement on the fair value hierarchy.

(C)

The 2026 Term Loan is a delayed draw term loan that the Company anticipates closing in the fourth quarter of 2026 with an expected funding in the first quarter of 2027. (Note 5)

Risk Management Objective of Using Derivatives

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

Cash Flow Hedges of Interest Rate Risk

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

The effective portion of changes in the fair value of derivatives designated, and that qualify, as cash flow hedges are recorded in Accumulated Other Comprehensive Income (“OCI”) and are subsequently reclassified into interest expense, in the period that the hedged forecasted transaction affects earnings. The Company expects to reflect, within the next 12 months, a decrease to interest expense (and a corresponding increase to earnings) of approximately $1.7 million. All components of the Swaps were included in the assessment of hedge effectiveness.

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

The table below details the location in the financial statements of the income recognized on interest rate swaps and treasury locks designated as cash flow hedges (in thousands):

Three Months EndedNine Months Ended
September 30, 2026September 30, 2026
Amount of income recognized in Accumulated OCI on interest rate swaps, net$7,655$12,292
Amounts reclassified from Accumulated OCI to interest expense$57$161

Credit Risk-Related Contingent Features

The Company has agreements with Swap counterparties that contain a provision whereby if the Company defaults on certain of its indebtedness, the Company could also be declared in default on the Swap, resulting in an acceleration of payment under the Swap.

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 September 30, 2026, the Company had purchase order obligations, typically payable within one year, aggregating approximately $2.2 million related to the maintenance of its properties.

Accumulated Other Comprehensive Income (Loss)

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

Gains and Losseson Cash Flow Hedges
Balance, December 31, 2025(A)$(4,606)
Other comprehensive income before reclassifications12,292
Amounts reclassified from Accumulated OCI to interest expense(B)161
Net current-period other comprehensive income12,453
Balance, September 30, 2026(A)$7,847

(A)

Includes derivative financial instruments entered into by the Company in connection with its 2024 Term Loan, 2025 Term Loan, 2025 Notes, 2026 Notes and an anticipated 2026 Term Loan (Note 5).

(B)

Classified in interest expense in the Company’s consolidated statements of operations.

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.

On February 22, 2026, the Company granted a total of 39,472 shares of service-based restricted stock to its executive officers and other employees with an aggregate value of $1.1 million, which will vest ratably over a four-year period with the first vesting date being February 22, 2027, subject to the continued employment of the applicable executive officer or employee. The awards to the executive officers were made pursuant to their respective employment agreements.

On June 25, 2026, the Company granted a total of 94,377 shares of service-based restricted stock to two of its executive officers with an aggregate value of $3.0 million. The shares will vest over afive-year period with the first shares vesting on June 25, 2028, subject to continued employment of the applicable executive officer. The vesting schedule over the five-year period is as follows:0%,15%,15%,20% and 50%. The awards to the executive officers were made pursuant to their respective amended employment agreements. The grant values were equal to the market value of the Company’s common stock on the date of the grants.

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 one-for-one basis based on relative capital accounts. Regular and other non-liquidating distributions will be made by the Operating Partnership with respect to unvested LTIP Units as provided in the applicable award agreement for such units. Each Common Unit acquired upon conversion of a vested LTIP Unit may be presented, at the election of the holder, for redemption for cash equal to the market price of a share of common stock of the Company, except that the Company may, at its election, acquire each Common Unit so presented for one share of common stock, subject to certain adjustments. Generally, LTIP Units entitle the holder to receive distributions from the Operating Partnership that are equivalent to the dividends and distributions that would be made with respect to the number of shares of common stock underlying such LTIP Units, though receipt of such distributions may be delayed or made contingent on vesting.

On February 22, 2025, the CEO was granted service-based LTIP Units pursuant to his employment agreement with a value of $0.8 million, which equated to 32,391 LTIP Units, which will vest ratably over athree-year period with the first vesting date being February 22, 2026, subject to his continued employment. On February 22, 2026, the CEO and an executive officer were granted service-based LTIP Units pursuant to their employment agreements with a value of $3.3 million and $0.2 million, respectively, which equated to 122,373 LTIP Units and 5,740 LTIP Units, respectively, which will vest ratably over athree-year period andfour-year period, respectively, with the first vesting date being February 22, 2027, subject to their continued employment. The grant values were equal to the market value of the Company’s common stock at the dates of the grants.

Non-Cash Compensation Expense

The amounts recorded in general and administrative expenses in the Company’s consolidated statements of operations for the amortization of all of the outstanding stock-based awards and LTIP Units for thethree and nine months ended September 30, 2026 and 2025, consisted of the following (in thousands):

Three Months Ended September 30,Nine Months Ended September 30,
Non-Cash Compensation Expense2026202520262025
Restricted stock units (“RSUs”) and Restricted stock awards ("RSAs")$1,291$1,739$3,935$5,760
Service-based LTIP Units5424231,4411,221
Performance-Based Restricted Stock Awards (“PRSAs”)324135961400
Performance-Based LTIP Units (“PB LTIPs”)8048042,3862,386
Total non-cash compensation expense$2,961$3,101$8,723$9,767

Earnings Per Share

The Company declared a quarterly cash dividend of $0.17 per share of common stockfor each of the first, second and third quarters of 2026 and the Company declared a quarterly cash dividend of $0.16 per share of common stock for each of the first, second and third quarters of 2025.

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

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Numerators – Basic and Diluted
Net income$7,443$9,358$17,936$30,326
Income attributable to non-controlling interests(17)(12)(37)(38)
Earnings attributable to unvested shares(111)(131)(304)(398)
Net income attributable to common stockholders after allocation to participating securities$7,315$9,215$17,595$29,890
Denominators – Number of Shares
Basic – Average shares outstanding115,135105,004108,914104,973
Assumed conversion of dilutive securities - PRSAs and PB LTIPs594260534235
Assumed conversion of dilutive securities - Forward equity1,205—1,366—
Diluted – Average shares outstanding116,934105,264110,814105,208
Earnings Per Share:
Basic$0.06$0.09$0.16$0.28
Diluted$0.06$0.09$0.16$0.28

Basic average shares outstanding do not include RSUs totaling 0.5 million and RSAs totaling 0.2 million that were not vested at September 30, 2026. Basic average shares outstanding do not include RSUs totaling 0.7 million and RSAs totaling 0.1 million that were not vested at 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 nine months ended September 30, 2026 and 2025.

Forward sale agreements covering approxima tely 25.6 million and 34.0 million shares of common stock were considered in the computation of diluted EPS for the three and nine months ended September 30, 2026, respectively, using the treasury stock method.

During the three and nine months ended September 30, 2026, the Company settled 7.3 million and 15.7 million shares of common stock, respectively, that were sold on a forward basis. These agreements were not outstanding at September 30, 2025.

Agreements and Transactions with SITE Centers

On October 1, 2024, Curbline, the Operating Partnership and SITE Centers Corp. (“SITE Centers”) entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”), pursuant to which, among other things, SITE Centers transferred its portfolio of convenience shopping centers, $800.0 million of unrestricted cash and certain other assets, liabilities and obligations to Curbline and effected a pro rata special distribution of all of the outstanding shares of Curbline common stock to common shareholders of SITE Centers as of September 23, 2024 (the “Spin-Off”).

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

Separation and Distribution Agreement

The Separation and Distribution Agreement contains obligations for SITE Centers to complete certain redevelopment projects at properties that are owned by the Company. At September 30, 2026 and December 31, 2025, the remaining amount, which is recorded in amounts receivable from SITE Centers in the consolidated balance sheets, was $6.2 million and $20.7 million, respectively.

Shared Services Agreement

The Company expensed Shared Services Agreement fees payable to SITE Centers of $1.4 million and $3.7 million for the three and nine months ended September 30, 2026, respectively, and $0.9 million and $2.4 million for thethree and nine months ended September 30, 2025, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations, related to the Shared Services Agreement and are equal to 2% of Curbline’s Gross Revenue (as defined in the Shared Services Agreement). The fair value of the services received by the Company, which was in excess of the fee paid and the fair value of the services provided to SITE Centers, is reflected as an additional expense within general and administrative expense and income within other income (expense), net in the consolidated statements of operations which amounted to $1.8 million and $5.3 million for the three and nine months ended September 30, 2026, respectively, and $0.8 million and $2.0 million for the three and nine months ended September 30, 2025, respectively. Amounts payable to SITE Centers (included in accounts payable and other liabilities on the consolidated balance sheets) as of September 30, 2026 and December 31, 2025 aggregated $0.5 million and $0.9 million, respectively.

Pursuant to the Shared Services Agreement, Curbline has the right to use SITE Centers’ office space, including the location in New York. This arrangement is considered an embedded lease based on the criteria specified in Topic 842. The amount recorded under the Shared Services Agreement is variable and the embedded lease rent expense of $0.4 million and $1.1 million for thethree and nine months ended September 30, 2026, respectively, and $0.3 million and $1.1 million for thethree and nine months ended September 30, 2025, respectively, is included in general and administrative expense on the consolidated statements of operations. In September 2026, the Company, the Operating Partnership and SITE Centers entered into a letter agreement (the “Letter Agreement”) that supplements the Shared Services Agreement and the Separation and Distribution Agreement. Pursuant to the Letter Agreement, the Company agreed to terminate its use of the New York office space effective June 30, 2027.

Lease Agreements

In October 2024, the Company entered into a lease agreement with SITE Centers under the Separation and Distribution Agreement where SITE Centers leased a portion of a property for one year beginning on April 1, 2025. SITE Centers paid annual rents of $0.8 million as well as a proportionate share of real estate tax expense. The amount received under the lease for the three and nine months ended September 30, 2026 wasnone and $0.2 million, respectively, and $0.2 million and $0.4 million for thethree and nine months ended September 30, 2025, respectively.

Under the Shared Services Agreement, the Company had the option to lease a portion of the SITE Centers’ Beachwood office buildings. At the time of the separation, the Company recorded a$1.2 million below-market lease (as lessee) for which no amortization was to occur until the option was exercised. Pursuant to the Letter Agreement, the Company entered into a new lease with SITE Centers for a portion of the Beachwood office buildings commencing October 1, 2027 with annual rents of $0.2 million and a term of five years with four five-year extension options. In connection with entering into the new lease, the Company’s option under the Shared Services Agreement was terminated and the below-market lease (as lessee) was reduced by $0.3 million. The amortization of this below-market lease (as lessee) will begin on October 1, 2027.

Subsequent Events

From October 1, 2026 through October 22, 2026, the Company acquired five convenience shopping centers for an aggregate purchase price of $49.6 million.

Between October 1, 2026 and October 22, 2026, the Company sold 2,226,654 shares of common stock through the ATM Program on a forward basis generating expected gross proceeds (assuming full physical settlement) of $62.1 million before issuance costs.

In October 2026, the Company entered into a forward interest rate swap agreement to fix the variable-rate component at 4.54% for an additional $50 million of the 2026 Term Loan currently anticipated to close in the fourth quarter.

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