Curbline launches 10M-share forward equity deal

Curbline launches 10M-share forward equity deal

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8-K Event Classification

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What equity offering did Curbline Properties Corp. (CURB) announce in this 8-K?

How are the Curbline (CURB) forward sale agreements structured and timed?

What proceeds will Curbline Properties Corp. (CURB) receive from the forward offering?

How does Curbline (CURB) plan to use net proceeds from the forward equity deal?

Which banks are involved in Curbline Properties Corp.’s (CURB) forward offering?

Under which registration statement was the Curbline (CURB) offering made?

Positive

Negative

Curbline Properties Corp. entered an underwriting agreement for a forward equity offering of 10,000,000 common shares, with underwriters granted a 30-day option to buy up to 1,500,000 additional shares.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Curbline Properties Corp. entered an underwriting agreement for a forward equity offering of 10,000,000 common shares, with underwriters granted a 30-day option to buy up to 1,500,000 additional shares. The offering closed on July 1, 2026 and is structured through forward sale agreements with Goldman Sachs, Morgan Stanley and Wells Fargo affiliates.

Forward sellers have already borrowed and sold 10,000,000 shares, and Curbline plans to physically settle the forward sale agreements within approximately 18 months of June 29, 2026, delivering shares in exchange for cash based on the public offering price less underwriting discounts. The company plans to use any net proceeds for general corporate purposes, including potential property acquisitions, working capital, capital expenditures and debt repayment.

Curbline sets up a sizable forward equity raise to fund general purposes.

Curbline Properties Corp. arranged a forward underwritten offering for 10,000,000 common shares, plus a 1,500,000-share option. Forward sellers have already borrowed and sold the shares, while the company will deliver stock and receive cash over roughly 18 months.

This structure allows Curbline to lock in equity capital access tied to the public offering price, less underwriting discounts, without immediate share issuance. Actual dilution and cash raised will depend on when and how the company settles the forward sale agreements within the stated window.

Disclosed intended uses of any net proceeds include general corporate purposes, such as property acquisitions, working capital, capital expenditures and debt repayment. Subsequent company filings will show when settlements occur and how much capital is ultimately raised under these agreements.

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, or exhibit attachments filed with this report.

Base forward shares: 10,000,000 shares Underwriters’ option: 1,500,000 shares Forward settlement window: approximately 18 months +3 more

6 metrics

Base forward shares 10,000,000 shares Common stock in forward offering

Underwriters’ option 1,500,000 shares Additional shares purchasable within 30 days

Forward settlement window approximately 18 months From June 29, 2026 to forward settlement dates

Shelf registration file File No. 333-290653 Automatic shelf registration statement on Form S-3

Offering close date July 1, 2026 Date the forward offering closed

Primary use of proceeds General corporate purposes Including acquisitions, capex, working capital, debt repayment

underwriting agreement, forward sale agreements, forward sellers, automatic shelf registration statement, +1 more

5 terms

underwriting agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co."

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

forward sale agreements financial

"the Company entered into forward sale agreements (the “Forward Sale Agreements”) with each Forward Purchaser."

A forward sale agreement is a deal where two parties agree today to sell and buy an asset at a set price on a future date. It’s like promising to sell your car to a friend next month at today's price, regardless of how the car's value changes. These agreements help businesses lock in prices and reduce uncertainty about future costs or income.

forward sellers financial

"as underwriters (in such capacities, the “Underwriters”), forward sellers (in such capacities, the “Forward Sellers”)"

Forward sellers are individuals or entities that agree to sell an asset at a predetermined price on a future date. This arrangement allows them to lock in a price now, regardless of how market values change later. For investors, forward sellers can help manage risk or plan for future needs, but they also face the possibility of missing out on potential price increases.

automatic shelf registration statement regulatory

"pursuant to the Company’s effective automatic shelf registration statement on Form S-3"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

forward settlement dates financial

"upon physical settlement of the Forward Sale Agreements on one or more forward settlement dates"

Curbline entered an underwriting agreement for a forward equity offering of 10,000,000 common shares, with underwriters holding a 30-day option for up to 1,500,000 additional shares. The transaction is structured through forward sale agreements with major banks.

Forward sellers borrowed and sold 10,000,000 Curbline shares on July 1, 2026. The company plans to physically settle the forward sale agreements within approximately 18 months of June 29, 2026, delivering shares in exchange for cash based on the agreed forward sale price.

Curbline intends to receive cash proceeds per share equal to the public offering price minus the underwriting discount, subject to adjustments in the forward sale agreements. Proceeds will be realized when the company delivers shares under the forward contracts, not at initial share borrowing and sale.

Curbline plans to use any net proceeds from settling the forward sale agreements for general corporate purposes. These may include acquiring properties, funding working capital and capital expenditures, repaying outstanding debt, or combining these uses depending on corporate needs.

Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC act as underwriters, forward sellers and, through affiliates, forward purchasers. Curbline executed separate forward confirmations with each institution to implement the forward sale structure for its common stock.

The forward equity offering was conducted under Curbline’s effective automatic shelf registration statement on Form S-3, File No. 333-290653. That shelf registration, filed under the Securities Act of 1933, provides the regulatory framework for issuing the registered common stock in this transaction.

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Accepted by SEC EDGAR 07/01/2026 - 04:05 PM

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): June 29, 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 June 29, 2026, Curbline Properties Corp., a Maryland corporation (the “Company”), and Curbline Properties LP, a Delaware limited partnership (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, 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 10,000,000 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 1,500,000 additional shares of Common Stock. The Offering closed on July 1, 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 June 29, 2026, the Company entered into forward sale agreements (the “Forward Sale Agreements”) with each Forward Purchaser.

On July 1, 2026, the Forward Sellers borrowed and sold an aggregate of 10,000,000 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 June 29, 2026, an aggregate of 10,000,000 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, 1.3 and 1.4 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 June 29, 2026, among the Company and the Operating Partnership, on the one hand, and Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as Underwriters and Forward Sellers, and affiliates thereof as Forward Purchasers, on the other hand

1.2		Forward Confirmation, dated June 29, 2026, between the Company and Goldman Sachs & Co. LLC

1.3		Forward Confirmation, dated June 29, 2026, between the Company and Morgan Stanley & Co. LLC

1.4		Forward Confirmation, dated June 29, 2026, between the Company and Wells Fargo Bank, National Association

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.

Source: View Original Filing on SEC EDGAR

8 documents

Curbline Properties Corp.

/s/ Lesley H. Solomon

Lesley H. Solomon

Dated: July 1, 2026

Executive Vice President, General Counsel and Secretary