STOCK TITAN
  1. Home
  2. Sec-filings
  3. CURB
  4. [8-K] Curbline Properties Corp. Reports Material Event

Curbline (NYSE: CURB) sets $400M ATM facility and new forward sale deals

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Curbline Properties Corp. established a new at-the-market equity offering program allowing sales of up to $400 million of common stock through multiple sales agents and related forward sale arrangements. Shares may be sold over time on the NYSE or in other transactions at prevailing market prices.

The company also entered into master forward confirmations with several banks, enabling forward sale agreements where banks borrow and sell shares and Curbline later settles in cash or shares. Commissions to agents and forward sellers are capped at 2.0% of the gross sales or initial forward sale price.

Curbline plans to use any net proceeds for general corporate purposes, including property acquisitions, working capital, capital expenditures, and debt repayment. The prior ATM program was terminated, leaving $7.1 million of capacity unused and $199.9 million of existing forward sale agreements outstanding.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $400 million Aggregate offering price of common stock under new ATM
Agent commission cap 2.0% Maximum commission on gross sales price as sales agent
Forward seller commission cap 2.0% Maximum reduction to initial forward sale price per agreement
Unused prior ATM capacity $7.1 million Aggregate offering price not sold under prior program
Outstanding prior forward sales $199.9 million Aggregate offering price subject to existing forward agreements
ATM Equity Offering Sales Agreement financial
"entered into an ATM Equity Offering Sales Agreement (the “Equity Sales Agreement”)"
at-the-market offerings financial
"sales, if any, of the Shares under the Equity Sales Agreement will be made in “at-the-market” offerings"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
forward sale agreement financial
"enter into one or more separate forward sale agreements pursuant to a Master Forward Confirmation"
A forward sale agreement is a contract where a holder of securities or assets agrees to sell them at a fixed price on a specific future date, like a farmer locking in a price for next season’s crop. For investors this matters because it creates predictable future cash or supply and reduces price uncertainty, but it can limit upside if prices rise and introduces risk if the other party fails to deliver or payment affects shareholder value through dilution or financing choices.
Master Forward Confirmation financial
"entered into separate master forward confirmations on June 2, 2026 (each, a “Master Forward Confirmation”)"
shelf registration statement on Form S-3 regulatory
"issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-290653)"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
false 0002027317 0002027317 2026-06-02 2026-06-02
 
 

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 2, 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 1.01

Entry into a Material Definitive Agreement.

Equity Sales Agreement

On June 2, 2026, Curbline Properties Corp. (the “Company”) and Curbline Properties LP (the “Operating Partnership”) entered into an ATM Equity Offering Sales Agreement (the “Equity Sales Agreement”) with Jefferies LLC, BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Securities International, Inc., StoneX Financial Inc. and Wells Fargo Securities, LLC, as sales agents (except in the case of Nomura Securities International, Inc. and StoneX Financial Inc.), principals (except in the case of Nomura Securities International, Inc. and StoneX Financial Inc.) and/or forward sellers (except in the case of BTIG, LLC and Capital One Securities, Inc.) (in any such capacity, each an “Agent,” and collectively, the “Agents”) and the Forward Purchasers (as defined below). Pursuant to the Equity Sales Agreement, shares of the Company’s common stock, $0.01 par value per share, having an aggregate offering price of up to $400 million (the “Shares”) may be offered and sold from time to time. Pursuant to the terms of the Equity Sales Agreement, the Agents will act as the Company’s sales agents or, when acting as forward sellers (except in the case of BTIG, LLC and Capital One Securities, Inc.), as agents for the relevant Forward Purchaser, in connection with any offerings of Shares. The Company may also sell Shares to an Agent as principal for its own account. The Company also entered into separate master forward confirmations on June 2, 2026 (each, a “Master Forward Confirmation”) between the Company and each of Jefferies LLC, The Bank of New York Mellon, Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., StoneX Financial Inc. and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser,” and collectively, the “Forward Purchasers”).

The sales, if any, of the Shares under the Equity Sales Agreement will be made in “at-the-market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions on the New York Stock Exchange, or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or as otherwise agreed to with the applicable Agent.

The Shares sold under the Equity Sales Agreement will be issued pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-290653), filed by the Company with the Securities and Exchange Commission (the “Commission”) on October 1, 2025 and the prospectus supplement filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act, on June 2, 2026.

The Equity Sales Agreement contemplates that, in addition to the issuance and sale of the Shares through the Agents, the Company may enter into one or more separate forward sale agreements pursuant to a Master Forward Confirmation and related supplemental confirmations. If we enter into a forward sale agreement with any Forward Purchaser, we expect that such Forward Purchaser or one of its affiliates will attempt to borrow from third parties and sell, through the relevant Agent, acting as sales agent for such Forward Purchaser (in such capacity, a “Forward Seller”), shares of our common stock to hedge such Forward Purchaser’s exposure under such forward sale agreement. We will not initially receive any proceeds from any sale of borrowed shares of our common stock through an Agent, acting as Forward Seller.

We currently expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaser on one or more dates specified by us on or prior to the maturity date of such forward sale agreement, in which case we expect to receive aggregate net cash proceeds on each settlement date equal to the number of Shares underlying such forward sale agreement that are being settled multiplied by the relevant forward sale price per share. However, subject to certain exceptions, we may also elect, in our sole discretion, to cash settle or net share settle all or any portion of our obligations under any forward sale agreement, in which case we may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and we may owe cash (in the case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant Forward Purchaser.

The Agents are not required to sell any specific number or dollar amount of the Company’s common stock, but each Agent will, subject to the terms and conditions of the Equity Sales Agreement, use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell the Shares designated by the Company and, in the case of shares of its common stock offered through such Agent as Forward Seller, the relevant Forward Purchaser from time to time. Each Agent will receive from the Company a commission that will not exceed, but may be lower than, 2.0% of the gross sales price of shares of our common stock sold through it as the Company’s sales agent. In connection with each forward sale agreement, we will pay the applicable Agent, as Forward Seller, a commission, in the form of a reduction to the initial forward sale price under the related forward sale agreement, at a mutually agreed rate that will not exceed, but may be lower than, 2.0% of the initial forward sale price. The initial forward sale price is based on the gross sales price of the borrowed shares of our common stock sold through such Agent, as Forward Seller, during the applicable forward selling period for such shares, subject to certain adjustments during that period. Under the terms of the Equity Sales Agreement, the Company may also sell shares of its common stock to one or more of the Agents as principal, at a price to be agreed upon at the time of sale. If the Company sells shares of its common stock to one or more of the Agents as principal, it will enter into a separate terms agreement with such Agent or Agents, as the case may be. In any such sale to an Agent as principal, the Company may agree to pay the applicable Agent a commission or underwriting discount that may exceed 2.0% of the gross sales price per share of common stock sold to such Agent, as principal.

The Company intends to use the net proceeds from any sales of Shares or upon physical settlement of any forward sale agreement we may enter into with any of the Forward Purchasers 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.

In connection with the entry into the Equity Sales Agreement, the Company’s “at-the-market” equity offering program pursuant to the Company’s prior equity sales agreement, dated as of October 1, 2025 (the “Prior Equity Sales Agreement”) was terminated. As of its termination, shares of common stock having an aggregate offering price of approximately $7.1 million were not sold under such Prior Equity Sales Agreement. In addition, shares of common stock having an aggregate offering price of approximately $199.9 million are subject to outstanding forward sale agreements entered into pursuant to the Prior Equity Sales Agreement that will remain outstanding following its termination in accordance with the terms of the forward sale agreements.

The foregoing descriptions of the Equity Sales Agreement and the Master Forward Confirmation do not purport to be complete and are qualified in their entirety by the full text of the Equity Sales Agreement, including the form of Master Forward Confirmation, which is being filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

  (d)

Exhibits

 

1.1    Equity Offering Sales Agreement, dated June 2, 2026.
5.1    Opinion of Venable LLP regarding the legality of the securities being issued by the Company.
23.1    Consent of Venable LLP to the filing of Exhibit 5.1 herewith (included in its opinion filed as 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: June 2, 2026     Title:   Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

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

Curbline Properties Corp. established a new at-the-market equity offering program for up to $400 million of common stock, using multiple sales agents and potential forward sale agreements to raise capital over time as market conditions permit.

How large is Curbline Properties’ new at-the-market stock program?

The new program allows Curbline to sell up to $400 million of common stock. Shares can be issued directly or via forward sale agreements, giving the company flexibility in timing and structure of potential future equity financings.

What commissions will agents receive under Curbline’s ATM agreement?

Each sales agent may earn a commission of up to 2.0% of the gross sales price for shares sold as sales agent. For forward sales, the same 2.0% cap applies via a reduction to the initial forward sale price under each forward agreement.

How will Curbline (CURB) use proceeds from the new equity program?

Curbline intends to use any net proceeds for general corporate purposes, including potential property acquisitions, working capital, capital expenditures, repayment of outstanding indebtedness, or a combination of these uses, depending on future needs.

What happened to Curbline’s prior at-the-market equity program?

The prior at-the-market equity program, started in October 2025, was terminated when the new agreement was signed. About $7.1 million of capacity remained unused, and $199.9 million of forward sale agreements under that program remain outstanding.

Does Curbline receive cash from forward sales of borrowed shares immediately?

Curbline will not initially receive proceeds from the sale of borrowed shares by forward sellers. It expects to receive net cash only upon later physical settlement of forward sale agreements, based on the number of shares settled and the agreed forward sale price.

Filing Exhibits & Attachments

5 documents

Other Documents