Curbline Properties Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-42265

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code (216) 755-5500

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☑

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☑

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☑ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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.☑

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☑

As of June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the registrant’s common stock wasnot traded on any national securities exchange or in the over-the-counter market, and was not held by any non-affiliates. The registrant’s common stock began trading publicly in regular way on the New York Stock Exchange on October 1, 2024 under the symbol “CURB.”

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

105,043,781 shares of common stock outstanding as of February 14,2025

DOCUMENTS INCORPORATED BY REFERENCE

The registrant incorporates by reference in Part III hereof portions of its definitive Proxy Statement for its 2025 Annual Meeting of Stockholders.

EXPLANATORY NOTE

This Annual Report on Form 10-K of Curbline Properties Corp. (the “Company” or “Curbline”, “we” or “us”) includes the financial statements of the Company, as of December 31, 2024 and December 31, 2023. The financial statements prior to the Spin-Off Date (as defined below), do not represent the financial statements of a legal entity, but rather a combination of entities under common control that have been “carved-out” of SITE Centers Corp.’s (“SITE Centers”) consolidated financial statements.

On October 1, 2024, SITE Centers completed the spin-off of Curbline, pursuant to which SITE Centers contributed 79 convenience properties to the Company. The spin-off was effected pursuant to the Separation and Distribution Agreement, dated as of October 1, 2024, among the Company, Curbline Properties LP, a subsidiary of Curbline Properties, and SITE Centers, as further described in the Information Statement (as defined below).

The spin-off is more fully described in the information statement included as Exhibit 99.1 to the Company’s Registration Statement on Form 10 (File No. 001-42265) filed with the Securities and Exchange Commission on September 3, 2024 (the “Information Statement”). The spin-off became effective at 12:01 a.m., Eastern Time, on October 1, 2024 (the “Spin-Off Date”).

Following the spin-off, the Company became a separate publicly traded company and intends to qualify and elect to be taxed as a real estate investment trust under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the Company’s initial taxable year ending December 31, 2024. The Company’s common stock trades on the New York Stock Exchange under the symbol “CURB”.

This Annual Report on Form 10-K presents our financial information for the fiscal year ended December 31, 2024, which includes the period from January 1, 2024 to September 30, 2024, which is prior to the spin-off. Therefore, the discussion of the Company’s results of operations, cash flows and financial condition set forth in this report is not necessarily indicative of the future results of operations, cash flows or financial condition of the Company as an independent, publicly traded company. Moreover, the financial statements prior to the Spin-Off Date are not necessarily indicative of the Company’s results of operations, cash flows or financial position following the completion of the spin-off. For more information regarding the risks related to our business, refer to the section captioned “Risk Factors”.

TABLE OF CONTENTS

FORWARD LOOKING-STATEMENTS; RISK FACTOR SUMMARY

This Annual Report on Form 10-K contains “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), both as amended, with respect to the Company’s expectations for future periods. Forward-looking statements include, without limitation, statements related to acquisitions and other business development activities, future capital expenditures, financing sources and availability and the effects of environmental and other regulations. Although the Company believes that the expectations reflected in these forward-looking statements are based upon reasonable assumptions, the Company can give no assurance that its expectations will be achieved. For this purpose, any statements contained herein that are not statements of historical fact should be deemed to be forward-looking statements. Without limiting the foregoing, the words “will,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates” and similar expressions are intended to identify forward-looking statements. Readers should exercise caution in interpreting and relying on forward-looking statements because such statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and that could cause actual results to differ materially from those expressed or implied in the forward-looking statements and that could materially affect the Company’s actual results, performance or achievements.

Factors that could cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following:

Risks Related to the Company’s Business, Properties and Strategies

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The Company was recently organized and is employing a business model with a limited track record, and it may not be able to operate its business successfully or execute its business plan.

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The historical combined financial information is not necessarily indicative of the Company’s future financial condition, results of operations or cash flows nor do they reflect what the Company’s financial condition, results of operations or cash flows would have been as an independent public company during the periods presented.

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The economic performance and value of the Company’s properties depend on many factors, including broad economic and local conditions, each of which could have an adverse impact on the Company’s results of operations and cash flows.

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The Company’s dependence on rental income may adversely affect the Company’s results of operations in the event of significant occupancy loss.

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Inflation could adversely impact the Company’s real estate operations due to increases in construction costs or operating expenses in excess of rental income.

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The Company’s expenses may remain constant or increase even if income from the Company’s properties decreases.

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The Company’s acquisition activities may not produce the cash flows that it expects and may be limited by competitive pressures or other factors.

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The Company may be unable to manage its growth effectively and be unable to capture the efficiencies of scale that it expects from expansion.

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The Company may not be able to obtain additional capital to make investments or finance its operations.

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Real estate investments are illiquid; therefore, the Company may not be able to dispose of properties when desired or on favorable terms.

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The Company’s real estate investments may contain environmental risks that could adversely affect its results of operations.

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Changes in consumer trends, distribution channels and suburban populations may negatively affect revenues.

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Expectations relating to sustainability considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business.

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The Company may be adversely affected by laws, regulations or other issues related to climate change.

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The Company’s properties could be subject to climate change, damage from natural disasters, public health crises and weather-related factors; an uninsured loss on the Company’s properties or a loss that exceeds the limits of the Company’s insurance policies could subject the Company to lost capital or revenue on those properties.

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Crime or civil unrest may affect the markets in which the Company operates its business and its profitability.

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The Company’s real estate assets may be subject to impairment charges.

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A disruption, failure or breach of the networks or systems on which the Company relies, including as a result of cyber-attacks, could harm its business.

Risks Relating to the Company’s Relationship with SITE Centers

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The Company may have conflicts of interest with SITE Centers.The agreements with SITE Centers were not negotiated on an arm’s-length basis and may not be on the same terms as if they had been negotiated with an unaffiliated third party.

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It is possible that the Company may not obtain a fair market value tax basis in the Company’s assets as a result of the distribution.

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The Company may not achieve some or all of the expected benefits of the separation from SITE Centers, and the separation may have a material adverse effect on the Company’s business, financial condition and results of operations.

Risks Related to the Company’s Taxation as a REIT

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If the Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal income tax as a regular corporation and could have significant tax liability, which may have a significant adverse consequence to the value of the Company’s stock.

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If certain subsidiaries fail to qualify as partnerships or disregarded entities for U.S. federal income tax purposes, the Company may not qualify as a REIT.

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Compliance with REIT requirements may negatively affect the Company’s operating decisions.

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The Company may be forced to sell its securities or borrow funds to maintain its REIT status, and the unavailability of such capital on favorable terms at the desired times, or at all, may cause the Company to curtail its investment activities and/or to dispose of assets at inopportune times, which could materially and adversely affect the Company.

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Dividends paid by REITs generally do not qualify for reduced tax rates.

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Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of the Company’s common stock if the Company does not qualify as a “domestically controlled” REIT.

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Legislative or other actions affecting REITs could have a negative effect on the Company or its stockholders.

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If SITE Centers fails to qualify as a REIT for 2024, the Company may not be eligible to elect to be taxed as a REIT.

Risks Related to Company’s Ownership of Interests in the Operating Partnership

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Certain Operating Partnership assets may have book-tax differences, which may cause the Company to recognize taxable income in excess of cash proceeds and affect the Company’s ability to comply with REIT distribution requirements.

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The Company will be liable for any under-withholdings with respect to any non-U.S. limited partner’s share of Operating Partnership income.

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The Operating Partnership and any subsidiary partnerships may be subject to a U.S. federal income tax audit and the Company may be required to bear the economic cost of its attributable share of taxes.

Risk Related to the Company’s Organization, Structure and Ownership

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Provisions in the Charter and Bylaws could have the effect of delaying, deferring or preventing a change in control, even if that change may be considered beneficial by some of the Company’s stockholders.

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The Company’s authorized but unissued common and preferred stock may prevent a change in the Company’s control.

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The Company has significant stockholders who may exert influence on the Company as a result of their considerable beneficial ownership of the Company’s common stock, and their interests may differ from the interests of the other stockholders.

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The Company’s Board of Directors may change significant corporate policies without stockholder approval.

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Maryland law may limit the ability of a third party to acquire control of the Company.

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Conflicts of interest may exist or could arise in the future with the Operating Partnership and its limited partners, which may impede business decisions that could benefit stockholders.

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Curbline Properties Corp. is a holding company with no direct operations and expects to rely on distributions received from the Operating Partnership to make distributions to stockholders.

Risks Related to the Company’s Common Stock

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Changes in market conditions could adversely affect the market price of the Company’s publicly traded securities.

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The Company has not established a minimum distribution payment level, and it cannot assure you of its ability to make distributions in the future.

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Shares eligible for future sale may have adverse effects on the Company’s stock price.

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Offerings of debt or equity securities, which would rank senior to the Company’s common stock, may adversely affect the market price for the Company’s common stock.

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The Company is an “emerging growth company,” and it cannot be certain if the reduced disclosure requirements applicable to emerging growth companies make its securities less attractive to investors.

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The Company’s ability to make distributions is limited by the requirements of Maryland law.

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Changes in accounting standards issued by the Financial Accounting Standards Board or other standard setting bodies may adversely affect the Company’s business.

General Risks Relating to Investments in the Company’s Securities

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As a public company, the Company is subject to regulatory and reporting requirements that will increase legal, accounting and financial compliance costs.

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The Company may be unable to retain and attract key management personnel.

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The Company may be subject to litigation that could adversely affect its results of operations.

Any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise over time, and it is not possible for us to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.