UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| 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 |
| 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 | ||||