[8-K] Curbline Properties Corp. Reports Material Event

Rhea-AI Filing Summary

Curbline Properties Corp. entered an underwriting and forward sale structure covering 8,000,000 shares of its common stock. Underwriters also received a 30-day option to buy up to 1,200,000 additional shares.

Forward sellers borrowed and sold 8,000,000 shares on February 12, 2026. Within about 18 months of February 10, 2026, the company expects to physically settle the forward sale agreements by delivering 8,000,000 shares to the forward purchasers in exchange for cash based on the public offering price per share, less the underwriting discount and subject to adjustments.

The company plans to use any net cash received at settlement for general corporate purposes, including potential property acquisitions, working capital, capital expenditures and debt repayment.

Insights

Equity capital markets analyst

Curbline sets up a sizable forward equity raise using 8M shares.

Curbline Properties arranged an 8,000,000-share forward sale with Morgan Stanley and BofA, plus a 30-day option for 1,200,000 additional shares. The forward sellers have already borrowed and sold 8,000,000 shares, establishing the hedge for the forward purchasers.

The company will receive cash only when it physically settles the forward sale agreements, expected within roughly 18 months of February 10, 2026. Settlement cash per share is tied to the public offering price, reduced by the underwriting discount and subject to specified adjustments.

Net proceeds are earmarked for general corporate purposes, including acquiring properties, working capital, capital expenditures and debt repayment. Actual balance-sheet impact will depend on when management chooses to settle within the allowed window and on the final adjusted forward sale price.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 10, 2026

Curbline Properties Corp.

(Exact Name of Registrant as Specified in Its Charter)

Maryland		001-42265		93-4224532
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS 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

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

Item 8.01 Other Events.

On February 10, 2026, Curbline Properties Corp., a Maryland corporation (the “Company”), and Curbline Properties L.P., a Delaware limited partnership (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC and BofA Securities, Inc., as underwriters (in such capacities, the “Underwriters”), forward sellers (in such capacities, the “Forward Sellers”) and affiliates thereof as forward purchasers (in such capacities, the “Forward Purchasers”), relating to the offer and sale of 8,000,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), on a forward basis (the “Offering”). In connection with the Offering, the underwriters were granted an option for 30 days to purchase up to 1,200,000 additional shares of Common Stock. The Offering closed on February 12, 2026.

The Underwriting Agreement contains customary representations, warranties and covenants among the parties. These representations, warranties and covenants are not representations of factual information to investors about the Company, the Operating Partnership or their respective subsidiaries, and the sale of Common Stock pursuant to the Underwriting Agreement is not a representation that there has not been any change in the condition of the Company or the Operating Partnership.

In connection with the Offering, on February 10, 2026, the Company entered into forward sale agreements (the “Forward Sale Agreements”) with each Forward Purchaser.

On February 12, 2026, the Forward Sellers borrowed and sold an aggregate of 8,000,000 shares of Common Stock. The Company intends (subject to the Company’s right to elect cash or net share settlement subject to certain conditions) to deliver, upon physical settlement of the Forward Sale Agreements on one or more forward settlement dates, which will be within approximately 18 months of February 10, 2026, an aggregate of 8,000,000 shares of Common Stock to the Forward Purchasers in exchange for cash proceeds per share equal to the applicable forward sale price, which will be the public offering price per share less the underwriting discount per share and subject to certain adjustments as provided in the Forward Sale Agreements. The Company intends to use the net proceeds, if any, received upon the settlement of the Forward Sale Agreements for general corporate purposes, which may include, among other things, funding the acquisition of properties, working capital and capital expenditures, repaying outstanding indebtedness, or a combination of the foregoing.

The Offering was made pursuant to the Company’s effective automatic shelf registration statement on Form S-3 (File No. 333-290653) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, on October 1, 2025.

A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and incorporated herein by reference, and copies of the Forward Sale Agreements are attached hereto as Exhibits 1.2 and 1.3 and are incorporated herein by reference. The summaries of the Underwriting Agreement and the Forward Sale Agreements set forth herein are qualified in their entirety by reference to these exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of February 10, 2026, among the Company and the Operating Partnership, on the one hand, and Morgan Stanley & Co. LLC and BofA Securities, Inc., as Underwriters and Forward Sellers, and affiliates thereof as Forward Purchasers, on the other hand

1.2		Forward Confirmation, dated February 10, 2026, between the Company and Morgan Stanley & Co. LLC
1.3		Forward Confirmation, dated February 10, 2026, between the Company and Bank of America, N.A.
5.1		Opinion of Venable LLP as to the legality of the Common Stock
23.1		Consent of Venable LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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

				Curbline Properties Corp.
				By:		/s/ Lesley H. Solomon
				Name:		Lesley H. Solomon
Dated: February 12, 2026				Title:		Executive Vice President, General Counsel and Secretary

Filing Exhibits & Attachments

7 documents

Other Documents

• EX-1.1 EX-1.1 237.7 KB
• EX-1.2 EX-1.2 134.5 KB
• EX-1.3 EX-1.3 133.7 KB
• EX-5.1 EX-5.1 17.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB