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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 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 October 22, 2025 the registrant had 105,368,120 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 September 30, 2025 and December 31, 2024 and for the three and nine months ended 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 September 30, 2025

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements – Unaudited
	Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	5
	Consolidated Statements of Operations for the Three Months Ended September 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 (Loss) for the Three and Nine Months Ended September 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 Nine Months Ended September 30, 2025 and 2024	10
	Notes to Consolidated Financial Statements	11
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	37
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
SIGNATURES		40

Curbline Properties Corp.

CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except share amounts)


	September 30, 2025			December 31, 2024
Assets
Land	$	711,551		$	490,563
Buildings		1,187,783			841,912
Fixtures and tenant improvements		99,435			80,636
		1,998,769			1,413,111
Less: Accumulated depreciation		(196,261	)		(165,350	)
		1,802,508			1,247,761
Construction in progress and land		20,389			14,456
Total real estate assets, net		1,822,897			1,262,217
Cash and cash equivalents		430,112			626,409
Accounts receivable, net		21,099			15,887
Amounts receivable from SITE Centers		28,275			33,762
Intangible assets, net		129,397			82,670
Other assets		13,510			12,153
	$	2,445,290		$	2,033,098
Liabilities and Equity
Indebtedness, net	$	396,442		$	—
Below-market leases, net		59,832			40,149
Dividends payable		17,521			26,674
Accounts payable and other liabilities		47,976			23,718
Total liabilities		521,771			90,541
Commitments and contingencies (Note 7)
Equity
Preferred Stock, par value $0.01 per share; 100,000,000 authorized; 0 shares outstanding at September 30, 2025 and December 31, 2024		—			—
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		1,958,089			1,954,548
Accumulated distributions in excess of net income		(35,534	)		(15,021	)
Accumulated other comprehensive income (loss)		(3,567	)		1,207
Total stockholders’ equity		1,920,040			1,941,784
Non-controlling interests		3,479			773
Total equity		1,923,519			1,942,557
	$	2,445,290		$	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 September 30,
	2025			2024
Revenues from operations:
Rental income	$	48,466		$	29,576
Other income		181			186
		48,647			29,762
Rental operation expenses:
Operating and maintenance		6,652			3,541
Real estate taxes		5,988			3,311
General and administrative		7,265			3,578
Depreciation and amortization		19,777			11,108
		39,682			21,538
Other income (expense):
Interest expense		(3,983	)		—
Interest income		4,107			—
Other income (expense), net		313			(23,634	)
Income (loss) before tax expense		9,402			(15,410	)
Tax expense of taxable REIT subsidiaries and state franchise and income taxes		(44	)		—
Net income (loss)	$	9,358		$	(15,410	)
Income attributable to non-controlling interests		(12	)		—
Net income (loss) attributable to Curbline	$	9,346		$	(15,410	)

Per share data:
Basic	$	0.09		$	(0.15	)
Diluted	$	0.09		$	(0.15	)

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

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited; in thousands)


	Nine Months
	Ended September 30,
	2025			2024
Revenues from operations:
Rental income	$	128,008		$	85,386
Other income		736			572
		128,744			85,958
Rental operation expenses:
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 COMPREHENSIVE INCOME (LOSS)

(unaudited; in thousands)


	Three Months						Nine Months
	Ended September 30,						Ended September 30,
	2025			2024			2025			2024
Net income (loss)	$	9,358		$	(15,410	)	$	30,326		$	(1,199	)
Change in cash flow hedges		(753	)		—			(4,780	)		—
Comprehensive income (loss)	$	8,605		$	(15,410	)	$	25,546		$	(1,199	)
Comprehensive income attributable to non-controlling interests		1			—			6			—
Net income attributable to non-controlling interests		(12	)		—			(38	)		—
Total comprehensive income (loss) attributable to Curbline	$	8,594		$	(15,410	)	$	25,514		$	(1,199	)

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

Curbline Properties Corp.

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited; in thousands)


	Curbline Equity
	Common Stock Amounts			Additional Paid-in Capital			Accumulated Distributions in Excess of Net Income			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity			Non-controlling Interests - Unit Holders in Operating Partnership			Total Equity
Balance, December 31, 2024	$	1,050		$	1,954,548		$	(15,021	)	$	1,207		$	1,941,784		$	773		$	1,942,557
Issuance of common stock related to stock plans		3			(3	)		—			—			—			—			—
Stock-based awards retained for taxes		(1	)		(2,982	)		—			—			(2,983	)		—			(2,983	)
Stock-based compensation, net		—			4,286			—			—			4,286			2,380			6,666
Dividend and distributions, net declared		—			(33	)		(33,869	)		—			(33,902	)		(298	)		(34,200	)
Rebalancing of non-controlling interests		—			117			—			—			117			(117	)		—
Other comprehensive loss		—			—			—			(4,022	)		(4,022	)		(5	)		(4,027	)
Net income		—			—			20,942			—			20,942			26			20,968
Balance, June 30, 2025		1,052			1,955,933			(27,948	)		(2,815	)		1,926,222			2,759			1,928,981
Stock-based awards retained for taxes		—			(94	)		—			—			(94	)		—			(94	)
Stock-based compensation, net		—			1,874			—			—			1,874			1,227			3,101
Dividend and distributions, net declared		—			(14	)		(16,932	)		—			(16,946	)		(128	)		(17,074	)
Rebalancing of non-controlling interests		—			390			—			—			390			(390	)		—
Other comprehensive loss		—			—			—			(752	)		(752	)		(1	)		(753	)
Net income		—			—			9,346			—			9,346			12			9,358
Balance, September 30, 2025	$	1,052		$	1,958,089		$	(35,534	)	$	(3,567	)	$	1,920,040		$	3,479		$	1,923,519


	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 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”).

Prior to the Spin-Off

For the three and nine months ended and as of 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 nine months ended 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 nine months ended 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

periods presented. The results of operations for the three and nine months ended 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):


	Nine Months
	Ended September 30,
	2025		2024
Accounts payable related to construction in progress	$	2.9	$	1.4
Accounts receivable related to construction in progress		5.2		—
Accounts payable related to future acquisitions		0.6		—
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		17.5		—
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.

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, 2025, the Company acquired 67 convenience shopping centers for a gross purchase price of $615.2 million. The fair value of the acquisitions was allocated as follows (in thousands):


				Weighted-Average Amortization Period (in Years)
Land	$	220,905		N/A
Buildings		342,928		(A)
Tenant improvements		11,723		(A)
In-place leases (including lease origination costs and fair market value of leases)		65,556		5.1
Other assets assumed		1,336		N/A
		642,448
Less: Below-market leases		(23,562	)	13.6
Less: Other liabilities assumed		(5,214	)	N/A
Net assets acquired	$	613,672

(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 nine months ended September 30, 2025, was $11.1 million and $15.9 million, respectively, in total revenues from the date of acquisition through 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):


	September 30, 2025
	Asset		Accumulated Amortization			Net
Intangible assets, net:
In-place leases	$	128,056	$	(42,425	)	$	85,631
Above-market leases		9,342		(2,731	)		6,611
Lease origination costs		28,906		(6,664	)		22,242
Tenant relationships		652		(545	)		107
Below-market leases (as lessee)		14,893		(87	)		14,806
Total intangible assets, net	$	181,849	$	(52,452	)	$	129,397
Other assets:
Operating lease ROU assets						$	639
Prepaid expenses							2,277
Other assets(A)							6,221
Deposits							1,338
Deferred charges, net							3,035
Total other assets						$	13,510
	Liability		Accumulated Amortization			Net
Below-market leases, net	$	70,395	$	(10,563	)	$	59,832

(A)

Includes $5.6 million of acquisition escrow deposits.


	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)

Includes $0.8 million of acquisition escrow deposits.

(B)

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).

Amortization for the three and nine months ended 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 September 30, 2025	$	1,211	$	7,486
Three months ended September 30, 2024		679		2,679
Nine months ended September 30, 2025		3,170		17,205
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 nine months ended September 30, 2025 and 2024, was as follows (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Rental income:
Fixed lease income(A)	$	35,490		$	21,645		$	92,914		$	61,546
Variable lease income(B)		12,115			7,285			32,708			22,342
Above-market and below-market leases amortization, net		1,211			679			3,170			2,010
Uncollectible revenue		(350	)		(33	)		(784	)		(512	)
Total rental income	$	48,466		$	29,576		$	128,008		$	85,386

(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.

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

In connection with the Note and Guaranty Agreement, the Company executed a treasury lock hedge transaction in June 2025 to hedge the treasury yield component of the overall rate ultimately assigned to the $50.0 million of 2025 Notes due September 3, 2032. The treasury lock secured a treasury yield of 4.19%. The hedge transaction settled on June 9, 2025, in connection with the 2025 Notes pricing, and included proceeds of $0.2 million, which were recognized as a gain within Accumulated other comprehensive income (loss) on the consolidated balance sheets as of September 30, 2025. This amount is being amortized on a straight-line basis as a decrease to interest expense over the term of the 2025 Notes due September 3, 2032.

Revolving Credit Facility and 2024 Term 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 2024 Credit Agreement 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 in the amount of $100.0 million (the “2024 Term 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 $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 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.

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 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.

The 2024 Credit 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 2024 Credit 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.

In October 2024, the Company entered into 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 at 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, 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 December 31, 2024, no amounts had been drawn or were outstanding on either of the 2024 Credit Facilities. As of September 30, 2025, no amounts have been drawn on the Revolving Credit Facility. The outstanding indebtedness at September 30, 2025 is summarized as follows (in thousands):


	Carrying Value			Interest Rate	Maturity Date
2024 Term Loan	$	100,000		4.53%(A)	October 2027
2025 Notes		150,000		5.58%—5.87%	September 2030 — September 2032
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 September 30, 2025, the carrying amount of indebtedness was $396.4 million and the fair value was $403.7 million. There was no 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 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.

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 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 to a fixed rate of 3.58% (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 at 3.71% (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 at 3.66% from July 16, 2025 through January 1, 2031.

In connection with an anticipated private notes offering, in September 2025, the Company entered into interest rate lock agreements to fix the treasury component of the Company’s anticipated $150.0 million 7-year maturity and $50.0 million 5-year maturity debt issuance at 3.96% and 3.76%, respectively. The hedge transactions settled on October 23, 2025 (Note 12), in connection with the pricing of the 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.

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 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 September 30, 2025, the Company had purchase order obligations, typically payable within one year, aggregating approximately $2.0 million related to the maintenance of its properties and general and administrative expenses.

Accumulated Other Comprehensive Income (Loss)

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


	Gains and Losses on Cash Flow Hedges
Balance, December 31, 2024	$	1,207
Change in fair value of cash flow hedges		(4,780	)
Comprehensive income attributable to non-controlling interests		6
Balance, September 30, 2025(A)	$	(3,567	)

(A)

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

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.

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 nine month periods ended September 30, 2025, consisted of the following (in thousands):


	Three Months Ended		Nine Months Ended
Non-Cash Compensation Expense	September 30, 2025		September 30, 2025
Restricted stock units (“RSUs”)	$	1,593	$	5,314
Restricted stock awards (“RSAs”)		146		446
Service-based LTIP Units		423		1,221
Performance-Based Restricted Stock Awards (“PRSAs”)		135		400
Performance-Based LTIP Units (“PB LTIPs”)		804		2,386
Total non-cash compensation expense	$	3,101	$	9,767

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 third quarters of 2025. The calculation of basic and diluted earnings per share for the three and nine months ended September 30, 2024 was based on the number of shares outstanding on October 1, 2024. For the three and nine months ended 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 September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Numerators – Basic and Diluted
Net income (loss)	$	9,358		$	(15,410	)	$	30,326		$	(1,199	)
Income (loss) attributable to non-controlling interests		(12	)		—			(38	)		—
Earnings attributable to unvested shares		(131	)		—			(398	)		—
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		105,004			104,860			104,973			104,860
Assumed conversion of dilutive securities - PRSAs and PB LTIPs		260		N/A				235		N/A
Diluted – Average shares outstanding		105,264			104,860			105,208			104,860

Earnings Per Share:
Basic	$	0.09		$	(0.15	)	$	0.28		$	(0.01	)
Diluted	$	0.09		$	(0.15	)	$	0.28		$	(0.01	)

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 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 September 30, 2025, the remaining amount, which is recorded in amounts receivable from SITE Centers in the consolidated balance sheets, was $28.0 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 $0.8 million and $2.0 million for the three and nine months ended 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 $0.3 million and $1.1 million is included in general and administrative expense on the consolidated statements of operations for the three and nine months ended 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 nine months ended September 30, 2025, the Company expensed $0.9 million and $2.4 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 September 30, 2025 under the agreements described above aggregated $28.3 million and $0.3 million, respectively.

12.

Subsequent Events

Through October 29, 2025, the Company acquired two convenience shopping centers for an aggregate purchase price of $29.0 million.

On October 1, 2025, the Company entered into an equity sales agreement for the 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 issuance of common stock under that program.

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.

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 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 September 30, 2025, the Company’s portfolio consisted of 162 convenience shopping centers aggregating 4.5 million square feet of owned gross leasable area (“GLA”). At September 30, 2025, the aggregate leased rate and occupancy rate of the Company’s operating shopping center portfolio was 96.7% and 93.9%, respectively and the average annualized base rent (“ABR”) per occupied square foot was $34.38. 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.

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.

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 September 30, 2025, the Company was in a net cash position with $430.1 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 $117,000 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 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.

Transaction and Capital Markets Highlights

Transactional and investment highlights for the Company from January 1, 2025 through October 29, 2025, include the following:

•

Acquired 69 properties for an aggregate purchase price of $644.1 million;

•

Drew $100.0 million on the delayed draw 2024 Term Loan in March 2025;

•

In April 2025, entered into a forward interest rate swap agreement to fix the variable-rate component of the Company’s $100.0 million 2024 Term Loan at 3.71% from October 1, 2028 through October 1, 2029;

•

In May 2025, Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB with a Stable Rating Outlook resulting in a 40 basis point reduction on the Company’s Revolving Credit Facility and 2024 Term Loan. Following the May 2025 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;

•

In June 2025, entered into the Note and Guaranty Agreement in connection with a private placement of $150.0 million senior unsecured notes consisting of $100.0 million aggregate principal amount of 5.58% 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 group of 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 5.79% effective interest rate on the 2025 Notes due September 3, 2032 and a weighted-average coupon of 5.65%;

•

In July 2025, entered into the $150.0 million 2025 Term Loan. In conjunction with this agreement, in May 2025, entered into a forward interest rate swap agreement to fix the variable-rate SOFR component at 3.66%. The all-in rate on the 2025 Term Loan is fixed at 4.61% based on the loan’s current applicable spread;

•

In September 2025, entered into interest rate lock agreements to fix the treasury component of the Company’s anticipated $150.0 million 7-year maturity and $50.0 million 5-year maturity debt issuance at 3.96% and 3.76%, respectively;

•

In September 2025, the Company’s Board of Directors authorized a common stock repurchase program of up to a maximum aggregate purchase price of $250.0 million;

•

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 September 30, 2025 include the following:

•

Signed new leases and renewals for approximately 370 thousand square feet of GLA, which included approximately 150 thousand square feet of new leasing volume;

•

Achieved cash new leasing spreads of 20.6% and cash renewal leasing spreads of 9.0%;

•

The ABR per square foot was $34.38 at September 30, 2025, as compared to $35.62 at December 31, 2024 and $35.65 at 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 93.9% at September 30, 2025, as compared to 93.9% at December 31, 2024 and 93.8% at September 30, 2024. The change in the occupied rates was primarily attributable to property acquisitions; and

•

Aggregate leased rate was 96.7% at September 30, 2025, as compared to 95.5% at December 31, 2024 and 95.4% at 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, 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					Nine Months
	Ended September 30,					Ended September 30,
	2025		2024			2025		2024
Net income (loss) attributable to Curbline	$	9,346	$	(15,410	)	$	30,288	$	(1,199	)
FFO attributable to Curbline	$	29,096	$	(4,302	)	$	80,461	$	28,520
Operating FFO attributable to Curbline	$	29,514	$	19,512		$	81,581	$	59,675
Earnings per share - Diluted	$	0.09	$	(0.15	)	$	0.28	$	(0.01	)

For 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.

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 September 30,
	2025		2024		$ Change
Rental income(A)	$	48,466	$	29,576	$	18,890
Other income		181		186		(5	)
Total revenues	$	48,647	$	29,762	$	18,885


	Nine Months
	Ended September 30,
	2025		2024		$ Change
Rental income(A)	$	128,008	$	85,386	$	42,622
Other income		736		572		164
Total revenues	$	128,744	$	85,958	$	42,786

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


	Three Months
	Ended September 30,
Rental Income	2025			2024			$ Change
Base and percentage rental income	$	36,334		$	22,152		$	14,182
Recoveries from tenants		12,148			6,724			5,424
Uncollectible revenue		(350	)		(33	)		(317	)
Lease termination fees, ancillary and other rental income		334			733			(399	)
Total rental income	$	48,466		$	29,576		$	18,890


	Nine Months
	Ended September 30,
Rental Income	2025			2024			$ Change
Base and percentage rental income(1)	$	95,141		$	63,242		$	31,899
Recoveries from tenants(2)		31,963			18,407			13,556
Uncollectible revenue		(784	)		(512	)		(272	)
Lease termination fees, ancillary and other rental income(3)		1,688			4,249			(2,561	)
Total rental income	$	128,008		$	85,386		$	42,622

(1)

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


	2025 vs. 2024 Increase
Acquisition of convenience shopping centers	$	29.6
Comparable Portfolio Properties		0.9
Straight-line rents		1.4
Total	$	31.9

At 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)

The increase in recoveries from tenants is primarily due to the impact of acquisitions. Recoveries from tenants were approximately 95.4% and 97.7% of operating expenses and real estate taxes for the nine months ended September 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.

(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 September 30,
	2025		2024		$ Change
Operating and maintenance	$	6,652	$	3,541	$	3,111
Real estate taxes		5,988		3,311		2,677
General and administrative		7,265		3,578		3,687
Depreciation and amortization		19,777		11,108		8,669
	$	39,682	$	21,538	$	18,144


	Nine Months
	Ended September 30,
	2025		2024	$ Change
Operating and maintenance(A)	$	17,720

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Smaller reporting company

Emerging growth company

Curbline Properties Corp. 10-Q