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  4. [8-K] Curbline Properties Corp. Reports Material Event

Curbline (CURB) lifts how much investors can own in stock

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

Rhea-AI Filing Summary

Curbline Properties Corp. (CURB) reported that, effective August 12, 2026, its board determined that the beneficial ownership of director Alexander Otto, his family, and related constructive owners (the “Exempt Holder”) was 7.5% or less of Curbline’s outstanding common stock, an “Exempt Holder Reduction Event.”

As a result, under Curbline’s Charter the general Ownership Limit on common stock automatically increased from 8% to 9.8% of outstanding common stock for all holders. At the same time, the Waiver Agreement entered on October 1, 2024 in connection with the spin-off from SITE Centers Corp. terminated, ending the prior waiver of the Charter’s Related Party Limit that had allowed the Exempt Holder to constructively own up to 9.8%. Curbline filed a Certificate of Notice in Maryland to reflect the Exempt Holder Reduction Event and the increased Ownership Limit.

Positive

  • None.

Negative

  • None.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Exempt Holder beneficial ownership 7.5% or less of outstanding common stock Determined by Curbline’s board as of August 12, 2026
Prior Ownership Limit 8% of outstanding common stock General Charter limit for holders other than the Exempt Holder before the Reduction Event
New Ownership Limit 9.8% of outstanding common stock Automatically effective Charter limit for all holders after the Exempt Holder Reduction Event
Related Party Limit waiver level 9.8% of outstanding common stock Maximum constructive ownership previously allowed for the Exempt Holder under the Waiver Agreement
Waiver Agreement date October 1, 2024 Date Waiver Agreement was entered in connection with spin-off from SITE Centers Corp.
Effective date of changes August 12, 2026 Date Exempt Holder Reduction Event occurred and Ownership Limit increased
Ownership Limit regulatory
"the Ownership Limit set forth in the Charter has increased to 9.8%"
Exempt Holder regulatory
"other persons who may be deemed to have constructive ownership of common stock owned by the Otto family"
Exempt Holder Reduction Event regulatory
"beneficial ownership ... was 7.5% or less ... (the “Exempt Holder Reduction Event”)"
Certificate of Notice regulatory
"filed a Certificate of Notice with the State Department of Assessments and Taxation of Maryland"

FAQ

What ownership change did Curbline Properties Corp. (CURB) announce on August 12, 2026?
Curbline announced that an Exempt Holder’s beneficial ownership fell to 7.5% or less, triggering an automatic increase in the Charter’s general Ownership Limit on common stock from 8% to 9.8% of outstanding shares for all holders.

How did the Ownership Limit change for CURB shareholders?
The Charter’s Ownership Limit for Curbline common stock increased from 8% to 9.8% of outstanding shares. This change followed an Exempt Holder Reduction Event related to the Otto family’s beneficial ownership level as determined by Curbline’s board.

Who is the Exempt Holder referenced by Curbline Properties Corp. (CURB)?
The Exempt Holder consists of Alexander Otto, a Curbline director, his family, and other persons deemed to have constructive ownership of common stock owned by the Otto family. Their combined beneficial ownership was determined to be 7.5% or less of outstanding shares.

What happened to the Waiver Agreement between Curbline (CURB) and Alexander Otto?
The Waiver Agreement, entered on October 1, 2024, automatically terminated after the Exempt Holder Reduction Event. Its termination ended the waiver of the Charter’s Related Party Limit that had allowed the Exempt Holder to constructively own up to 9.8% of common stock.

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Understanding 8-K Material Events →
false 0002027317 0002027317 2026-08-12 2026-08-12
 
 

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): August 12, 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 1.02

Termination of a Material Definitive Agreement.

The information set forth in Item 3.03 of this Current Report on Form 8-K regarding the termination of the Waiver Agreement is incorporated by reference into this Item 1.02.

 

Item 3.03.

Material Modification to Rights of Security Holders.

Effective as of August 12, 2026, the board of directors of Curbline Properties Corp. (the “Company”) determined that the beneficial ownership of Mr. Alexander Otto, a member of the Company’s board of directors, his family and other persons who may be deemed to have constructive ownership of common stock owned by the Otto family (collectively, the “Exempt Holder”) was 7.5% or less of the Company’s outstanding common stock (the “Exempt Holder Reduction Event”). As a result of the Exempt Holder Reduction Event, (i) in accordance with the terms of the Company’s Charter, the Ownership Limit set forth in the Charter has increased to 9.8% of the Company’s outstanding common stock for all holders, and (ii) the Waiver Agreement by and between the Company and Mr. Otto (the “Waiver Agreement”) automatically terminated in accordance with its terms.

Prior to the Exempt Holder Reduction Event, the Company’s Charter provided that, subject to certain exceptions, no person, other than the Exempt Holder, could own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code of 1986, as amended, more than 8% of the Company’s outstanding common stock.

In addition, the Waiver Agreement, which had been entered into on October 1, 2024 in connection with the spin-off of the Company from SITE Centers Corp., had waived the Related Party Limit contained in the Company’s Charter that otherwise would have prohibited the Exempt Holder from constructively owning more than 9.8% of the Company’s outstanding common stock. As a result of the termination of the Waiver Agreement, the waiver of the Related Party Limit for the Exempt Holder has terminated.

The Company has filed a Certificate of Notice with the State Department of Assessments and Taxation of Maryland reflecting the occurrence of the Exempt Holder Reduction Event and the automatically effective increase in the Ownership Limit described above (the “Certificate of Notice”). The foregoing summary of the Certificate of Notice does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Certificate of Notice, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

No.

    Description
3.1    Certificate of Notice of Curbline Properties Corp.
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: August 18, 2026     Title:   Executive Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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