Curbline Properties Corp.
For the period ended Mar 31, 2026. Filed Apr 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 29, 2026
CURB$29.38-0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-29.
0001193125-25-254937
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-29.
0001193125-26-188934
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 139 previous paragraphs and 126 current paragraphs.
48 unchanged; 62 reworded; 13 added; 26 removed; 3 previous and 3 current paragraphs rearranged.
Tables are not compared: 17 previous and 12 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
Strategy
Current report
Funded the remaining $172.0 million balance of the 2026 Notes in January 2026;
Current report
Sold an additional 2,553,400 shares of common stock on a forward basis under its at-the-market equity offering program at a weighted average price of $23.91 per share before issuance costs, generating expected gross proceeds before issuance costs of $61.0 million with no shares settled to date;
Current report
In February 2026, sold 9.2 million shares of common stock on a forward basis at a public offering price of $25.50 per share before underwriting discounts and expenses, generating expected gross proceeds before issuance costs of $234.6 million with no shares settled to date; and
Current report
For the three months ended March 31, 2026, the decrease in net income, as compared to the prior-year period, was primarily attributable to an increase in interest expense and depreciation expense and a decrease in interest income, partially offset by an increase in net operating income primarily from asset acquisitions. The increase in FFO and OFFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to an increase in net operating income primarily from asset acquisitions, partially offset by a decrease in interest income and an increase in interest expense.
Current report
For the three months ended March 31, 2026, the decrease in net income, as compared to the prior-year period, was primarily attributable to an increase in interest expense and depreciation expense and a decrease in interest income, partially offset by the net operating impact from asset acquisitions.
Current report
The increase in FFO and OFFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to the net operating impact of property acquisitions, partially offset by a decrease in interest income and an increase in interest expense.
Current report
Equity
Current report
In February 2026, the Company completed a follow-on primary offering of 9,200,000 shares of its common stock on a forward basis, including the full exercise of the underwriters’ option to purchase up to 1,200,000 additional shares of common stock, at a public offering price of $25.50 per share for expected gross proceeds of $234.6 million before deducting underwriting discounts and expenses. No shares under these forward agreements have been physically settled as of March 31, 2026. The Company is required to settle these shares by August 2027.
Current report
During the first quarter of 2026, the Company offered and sold 2,038,800 shares of its common stock on a forward basis under the at-the-market equity program (“ATM Program”) at a weighted-average price of $23.36 per share before issuance costs, generating expected estimated gross proceeds before issuance costs of $47.6 million. The Company is required to settle these shares by March 31, 2027. As of March 31, 2026, the Company had unsettled outstanding forward shares of $123.1 million under the ATM program and $126.9 million of remaining capacity under the ATM Program.
Current report
Credit Facilities and Term Loans
Current report
Senior Unsecured Notes
Current report
The sale and purchase of $28.0 million of the 2026 Notes was completed on December 31, 2025 and sale and purchase of the balance of the $172.0 million of the 2026 Notes was completed on January 20, 2026. The Operating Partnership intends to use the net proceeds from the issuance of the 2026 Notes for general corporate purposes, including funding future acquisitions.
Removed paragraphs (26)
Previous report
Prior to the Spin-Off
Previous report
The historical results of operations and liquidity and capital resources of Curbline prior to the Spin-Off do not represent the historical results of operations and liquidity and capital resources of a legal entity, but rather a combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented on a combined basis, in each case, in accordance with U.S. generally accepted accounting principles (“GAAP”) and may impact comparability between periods. The preparation of the financial results of the Company prior to the Spin-Off required management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the relevant reporting periods and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Previous report
The financial results of the Company prior to the Spin-Off reflect the revenues and direct expenses of the Company and include material assets and liabilities of SITE Centers that are specifically attributable to the Company. Equity represents the excess of total assets over total liabilities. Equity is impacted by contributions from and distributions to SITE Centers, which are the result of treasury activities and net funding provided by or distributed to SITE Centers prior to the separation, as well as the allocated costs and expenses.
Previous report
The financial results of the Company prior to the Spin-Off also include an allocation of indirect costs and expenses incurred by SITE Centers related to the Company, primarily consisting of compensation and other general and administrative costs using the relative percentage of GLA of the Company and SITE Centers management’s knowledge of the Company. The amounts allocated in the financial results of the Company prior to the Spin-Off are not necessarily indicative of the actual amount of such indirect expenses that would have been recorded had the Company been a separate independent entity during the applicable periods. The Company believes the assumptions underlying the Company’s allocation of indirect expenses prior to the Spin-Off are reasonable.
Previous report
Current Strategy
Previous report
In June 2025, entered into the Note and Guaranty Agreement in connection with a private placement of $150.0 million senior unsecured notes consisting of $100.0 million aggregate principal amount of 5.58% senior unsecured notes due September 3, 2030 and $50.0 million aggregate principal amount of 5.87% unsecured notes due September 3, 2032, to a group of institutional investors (the “2025 Notes”). The sale and purchase of the 2025 Notes occurred on September 3, 2025. In conjunction with this agreement, the Company entered into an interest rate lock agreement resulting in a 5.79% effective interest rate on the 2025 Notes due September 3, 2032 and a weighted-average coupon of 5.65%;
Previous report
In July 2025, entered into the $150.0 million 2025 Term Loan. In conjunction with this agreement, in May 2025, entered into a forward interest rate swap agreement to fix the variable-rate SOFR component at 3.66%. The all-in rate on the 2025 Term Loan is fixed at 4.61% based on the loan’s current applicable spread;
Previous report
In September 2025, entered into interest rate lock agreements to fix the treasury component of the Company’s anticipated $150.0 million 7-year maturity and $50.0 million 5-year maturity debt issuance at 3.96% and 3.76%, respectively;
Previous report
In September 2025, the Company’s Board of Directors authorized a common stock repurchase program of up to a maximum aggregate purchase price of $250.0 million;
Previous report
In October 2025, the Company entered into an agreement for the future issuance of up to $250.0 million of common stock under a continuous equity program; and
Previous report
The ABR per square foot was $34.38 at September 30, 2025, as compared to $35.62 at December 31, 2024 and $35.65 at September 30, 2024. The change in ABR was primarily attributable to property acquisitions, partially offset by rent growth from rent steps and renewals, including options;
Previous report
For the nine months ended September 30, 2025, the increase in net income (loss) and FFO attributable to Curbline, as compared to the prior-year period, was primarily attributable to the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline generally was due to the net impact of property acquisitions and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.
Previous report
For the nine months ended September 30, 2025, primarily represents salaries, benefits and stock-based compensation of the Company’s employees as well as legal, audit, tax and compliance services, board compensation and the shared services fee. For the nine months ended September 30, 2024, primarily represents the allocation of indirect costs and expenses incurred by SITE Centers related to the Company’s business consisting of compensation and other general and administrative expenses that have been allocated using the GLA of the Company.
Previous report
(B)
Previous report
(C)
Previous report
Amounts for the nine months ended September 30, 2024 primarily related to transaction costs related to the Spin-Off.
Previous report
The increase in net income (loss) attributable to Curbline for the nine months ended September 30, 2025, as compared to the prior-year period, was primarily the result of the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses.
Previous report
(A)
Previous report
For the three months ended September 30, 2025 and 2024, includes transaction costs of $388 and $23,628, respectively. For the nine months ended September 30, 2025 and 2024, includes transaction costs of $904 and $30,668, respectively. Transaction costs for the three and nine months ended September 30, 2024 were related to the Spin-Off.
Previous report
The increase in net income (loss) and FFO attributable to Curbline for the nine months ended September 30, 2025, as compared to the prior-year period, was primarily attributable to the net impact of property acquisitions, an increase in interest income and a decrease in transaction costs related to the Spin-Off, partially offset by an increase in interest expense and general and administrative expenses. The increase in Operating FFO attributable to Curbline was primarily due to the net impact of property acquisitions and an increase in interest income, partially offset by an increase in interest expense and general and administrative expenses.
Previous report
Anticipated Private Placement Notes Offering
Previous report
The Company and the Operating Partnership expect to enter into a Note and Guaranty Agreement on November 12, 2025 pursuant to which the Operating Partnership expects to issue the 2026 Notes on or around year-end and in the first quarter of 2026. The 2026 Notes are expected to be on similar terms to the 2025 Notes. However, there can be no assurance that the terms will be similar or that the Company and the Operating Partnership will enter such Note and Guaranty Agreement or that the issuance of the 2026 Notes will be completed.
Previous report
Common Stock Repurchase Program and Common Stock Continuous Equity Program
Previous report
On September 25, 2025 the Company’s Board of Directors authorized a share repurchase program of up to an aggregate purchase price of $250.0 million. Repurchases of common stock under the share repurchase program may be made from time to time in the open market, in privately negotiated purchases, in accelerated share repurchase programs or by any other lawful means. The number of shares of common stock purchased and the timing of any purchases will depend on a number of factors, including the price and availability of common stock and general market conditions. Through October 29, 2025, the Company had not repurchased any shares under this program.
Previous report
On October 1, 2025, the Company entered into an agreement for the future issuance of up to $250.0 million in shares of common stock under a continuous equity program. Under the program, the Company may, at its election, enter into one or more separate forward sales agreements. The Company entered into the equity sales agreement in connection with the filing of the Company’s registration statement on Form S-3. At October 29, 2025, the Company had $250.0 million available for the future issuance of common stock under that program.
Previous report
The 2024 Credit Agreement, the Note and Guaranty Agreement and the 2025 Term Loan Agreement contain certain financial and operating covenants, including, among other things, debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to incur secured and unsecured indebtedness, sell all or substantially all of the Company’s assets, engage in certain mergers and acquisitions and make distribution to its stockholders. Although the Company intends to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees and accelerated maturities.
Reworded paragraphs (62)
Previous wording
Curbline Properties Corp. is a Maryland corporation formed to own and manage a portfolio of convenience shopping centers. The Operating Partnership is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of the real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the Operating Partnership (“Common Units”) and LTIP Units, as defined in the partnership agreement (together with the Common Units, the “OP Units”). As of September 30, 2025, Curbline owned, from a legal perspective, approximately 99.1% of the outstanding OP Units with the remaining OP Units held by members of management through LTIP Units subject to vesting requirements.
Current wording
Curbline Properties Corp. is a Maryland corporation formed to own, lease, acquire, and manage convenience shopping centers. The Operating Partnership is a Delaware limited partnership formed to serve as Curbline’s majority-owned partnership subsidiary and to own, through affiliates, all of the real estate properties and assets. The Operating Partnership’s capital includes common general and limited partnership interests in the Operating Partnership (“Common Units”) and LTIP Units, as defined in the partnership agreement (together with the Common Units, the “OP Units”). As of March 31, 2026, Curbline held an approximately 99.0% ownership interest in the Operating Partnership with the remaining OP Units held by members of management.
Previous wording
As of September 30, 2025, the Company’s portfolio consisted of 162 convenience shopping centers aggregating 4.5 million square feet of owned gross leasable area (“GLA”). At September 30, 2025, the aggregate leased rate and occupancy rate of the Company’s operating shopping center portfolio was 96.7% and 93.9%, respectively and the average annualized base rent (“ABR”) per occupied square foot was $34.38. Prior to the Company’s Spin-Off on October 1, 2024, the Company was a wholly owned subsidiary of SITE Centers Corp. (“SITE Centers”).
Current wording
As of March 31, 2026, the Company’s portfolio consisted of 190 convenience shopping centers aggregating 5.0 million square feet of owned gross leasable area (“GLA”). At March 31, 2026, the aggregate leased rate and occupancy rate of the Company’s operating shopping center portfolio was 96.3% and 94.1%, respectively.
Previous wording
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, in suburban, high household income communities, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of September 30, 2025. Convenience shopping centers generally consist of a homogenous row of primarily small-shop units leased to a diversified mixture of national, regional and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population and typically experience more customer foot traffic per square foot than anchored retail. The property type has the opportunity to generate above-average, occupancy-neutral cash flow growth driven by high retention rates and limited operating capital expenditures given the standardized site plan and the depth of leasing prospects that can utilize existing square footage and provide significant tenant diversification. As of September 30, 2025, the average GLA of a property in the Curbline portfolio was approximately 28,000 square feet with 94% of base rent generated by units less than 10,000 square feet.
Current wording
Convenience shopping centers are generally positioned on the curbline of well-trafficked intersections and major vehicular corridors, in suburban, high household income communities, offering excellent access and visibility, dedicated parking and often include drive-thru units, with approximately half of the Company’s properties having at least one drive-thru unit as of March 31, 2026. Convenience shopping centers generally consist of a homogeneous row of primarily small-shop units leased to a diversified mixture of national, regional and local service and restaurant tenants that cater to daily convenience trips from the growing suburban population and typically experience more customer foot traffic per square foot than anchored retail. The property type has the opportunity to generate above-average, occupancy-neutral cash flow growth driven by high retention rates and limited operating capital expenditures given the standardized site plan and the depth of leasing prospects that can utilize existing square footage and provide significant tenant diversification. As of March 31, 2026, the average GLA of a property in the Curbline portfolio was approximately 27,000 square feet with 95% of base rent generated by units less than 10,000 square feet.
Previous wording
The Company believes that as the first and only publicly traded real estate company focused exclusively on the convenience real estate sector it is well positioned to take advantage and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of September 30, 2025, the Company was in a net cash position with $430.1 million of cash on hand plus significant access to debt capital in order to grow its asset base through acquisitions. With over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market (primarily among private investors), the property type provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Current wording
The Company believes that as the first and only publicly traded real estate company focused exclusively on the convenience real estate sector it is well positioned to take advantage and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of March 31, 2026, the Company had $305.8 million of cash on hand plus significant access to debt capital and unsettled common equity in order to grow its asset base through acquisitions. With over 68,000 convenience shopping centers in the United States (950 million square feet of GLA) and a liquid transaction market primarily among private investors, the property type provides a substantial addressable opportunity for the Company to scale and differentiate itself as the first mover public REIT exclusively focused on convenience assets.
Previous wording
Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access and visibility, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth. The Company’s current portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes of over $117,000 as compared to the national median household income of $83,730.
Current wording
Curbline’s acquisition strategy is focused on a number of real estate and financial factors including demographics, property access and visibility, vehicular traffic, tenant credit profile, rent mark-to-market opportunities and prospects for cash flow growth. The Company’s current portfolio is generally located in submarkets with compelling long-term population and employment growth prospects and above-average household incomes of over $122,000 as compared to the national median household income of $83,730.
Previous wording
Convenience properties offer the opportunity to generate above-average, occupancy-neutral cash flow growth (compared to cash flow growth levels for other retail real estate assets) through rental income increases from either fixed annual rental increases or renewal option increases embedded in tenant leases, elevated retention rates limiting lost rent resulting from vacancy, and positive mark-to-market of leases at renewal. In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 51% of the ABR under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions. The duration of convenience tenant leases provides Curbline with more frequent opportunities to increase rents to market levels and to mitigate the risk and impact of inflation. Convenience properties’ standardized site plans, high tenant retention rates, higher annualized base rents per square foot, and the depth of leasing prospects that can utilize existing square footage also generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time relative to other retail real estate formats including grocery, lifestyle and regional power center properties.
Current wording
Convenience properties offer the opportunity to generate above-average, occupancy-neutral cash flow growth (compared to cash flow growth levels for other retail real estate assets) through rental income increases from either fixed annual rental increases or renewal option increases embedded in tenant leases, elevated retention rates limiting lost rent resulting from vacancy, and positive mark-to-market of leases at renewal. In addition, tenant lease agreements at convenience properties typically have shorter lease terms and fewer tenant renewal options with approximately 54% of the average annualized base rent (“ABR”) under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions. The duration of convenience tenant leases provides Curbline with more frequent opportunities to increase rents to market levels and to mitigate the risk and impact of inflation. Convenience properties’ standardized site plans, high tenant retention rates, higher annualized base rents per square foot, and the depth of leasing prospects that can utilize existing square footage also generally result in lower operating capital expenditure levels as a percentage of annualized base rents over time relative to other retail real estate formats including grocery, lifestyle and regional power center properties.
Previous wording
Acquired 69 properties for an aggregate purchase price of $644.1 million;
Current wording
Acquired 22 properties for an aggregate purchase price of $236.2 million;
Previous wording
Declared three quarterly cash dividends of $0.16 per share of common stock paid in each of April, July and October 2025.
Current wording
In February 2026, declared a quarterly cash dividend of $0.17 per share of common stock paid in April.
Previous wording
Signed new leases and renewals for approximately 370 thousand square feet of GLA, which included approximately 150 thousand square feet of new leasing volume;
Current wording
Signed new leases and renewals for approximately 145 thousand square feet of GLA, which included approximately 17 thousand square feet of new leasing volume;
Previous wording
Achieved cash new leasing spreads of 20.6% and cash renewal leasing spreads of 9.0%;
Current wording
For comparable leases executed, achieved cash new leasing spreads of 33.5% and cash renewal leasing spreads of 5.9%;
Previous wording
Aggregate leased rate was 96.7% at September 30, 2025, as compared to 95.5% at December 31, 2024 and 95.4% at September 30, 2024.
Current wording
Aggregate leased rate was 96.3% at March 31, 2026, as compared to 96.7% at December 31, 2025 and 96.0% at March 31, 2025; and
Previous wording
Aggregate occupancy rate was 93.9% at September 30, 2025, as compared to 93.9% at December 31, 2024 and 93.8% at September 30, 2024. The change in the occupied rates was primarily attributable to property acquisitions; and
Current wording
Aggregate occupancy rate was 94.1% at March 31, 2026, as compared to 94.1% at December 31, 2025 and 93.5% at March 31, 2025. The year-over-year increase in occupancy was primarily attributable to property acquisitions.
Previous wording
Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease over the annual base rent applicable to the final year of the previous lease term. The Company’s cash leasing spread calculation excludes deals for first generation units, or where the unit was vacant at the time of acquisition, and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.
Current wording
Cash leasing spreads are a key metric in real estate, representing the percentage increase of the tenant’s annual base rent in the first year of the newly executed or renewal lease, over the annual base rent applicable to the final year of the previous lease term, though leasing spreads exclude consideration of the amount of capital expended in connection with new leasing activity and exclude properties in redevelopment. The Company’s cash leasing spread calculation excludes deals for first generation units or where the unit was vacant at the time of acquisition and as a result, is a good benchmark to compare the average annualized base rent of expiring leases with the comparable executed market rental rates.
Previous wording
The changes in base and percentage rental income for the nine months ended September 30, 2025, were due to the following (in millions):
Current wording
The changes in base and percentage rental income for the three months ended March 31, 2026, were due to the following (in millions):
Previous wording
At September 30, 2025 and 2024, the Company owned 162 and 79 wholly owned properties, respectively, with an aggregate occupancy rate of 93.9% and 93.8%, respectively, and average ABR per occupied square foot of $34.38 and $35.65, respectively.
Current wording
At March 31, 2026 and 2025, the Company owned 190 and 107 wholly owned properties, respectively, with an aggregate occupancy rate of 94.1% and 93.5%, respectively.
Previous wording
The increase in recoveries from tenants is primarily due to the impact of acquisitions. Recoveries from tenants were approximately 95.4% and 97.7% of operating expenses and real estate taxes for the nine months ended September 30, 2025 and 2024, respectively. The lower recovery rate was primarily the result of the Spin-Off as the results prior to the Spin-Off do not represent the historical results of a legal entity, but rather a combination of entities under common control that have been “carved out” of SITE Centers’ consolidated financial statements and presented on a combined basis which impacts the comparability between periods.
Current wording
The increase in recoveries from tenants is primarily due to the impact of acquisitions. Recoveries from tenants were approximately 98.0% and 92.4% of operating expenses and real estate taxes for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
During the nine months ended September 30, 2025 and 2024, the amount reported includes $0.9 million and $3.8 million, respectively, from lease terminations and the assumption of buildings due to ground lease terminations.
Current wording
During the three months ended March 31, 2025, the amount reported includes $0.9 million from lease terminations and the assumption of buildings due to ground lease terminations. There was no lease termination income for the three months ended March 31, 2026.
Previous wording
The changes for the nine months ended September 30, 2025, were due to the following (in millions):
Current wording
The changes for the three months ended March 31, 2026, as compared to the prior year period, were due to the following (in millions):
Previous wording
As of September 30, 2025, the Company’s consolidated indebtedness consisted of the 2024 Term Loan, the 2025 Term Loan and the 2025 Notes with an aggregate outstanding balance of $400.0 million and a weighted-average interest rate (based on contractual rates and excluding amortization of debt issuance costs) of 5.0% at September 30, 2025. At September 30, 2025, the weighted-average maturity (without extensions) was 3.8 years. For the nine months ended September 30, 2024, consists of interest expense incurred and amortization of loan costs relating to secured mortgages. These mortgages were repaid in May 2024.
Current wording
At March 31, 2026, the Company’s consolidated indebtedness consisted of the 2024 Term Loan, the 2025 Term Loan, the 2025 Notes and the 2026 Notes with an aggregate outstanding balance of $600.0 million and a weighted-average interest rate (based on contractual rates including the impact of the interest rates swaps and excluding amortization of debt issuance costs) of 5.0%. At March 31, 2026, the weighted-average maturity (without extensions) was 4.3 years. For the three months ended March 31, 2025, the expense consisted of fees paid and amortization of loan costs related to the Company’s revolving and term loan credit facility.
Previous wording
Non-Controlling Interests and Net Income (Loss) (in thousands)
Current wording
Non-Controlling Interests and Net Income (in thousands)
Previous wording
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income (loss) determined in accordance with GAAP.
Current wording
FFO excludes GAAP historical cost depreciation and amortization of real estate and real estate investments, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions, and many companies use different depreciable lives and methods. Because FFO excludes depreciation and amortization unique to real estate and gains and losses from property dispositions, it can provide a performance measure that, when compared year over year, reflects the impact on operations from trends in occupancy rates, rental rates, operating costs, interest costs and acquisition, disposition and development activities. This provides a perspective of the Company’s financial performance not immediately apparent from net income determined in accordance with GAAP.
Previous wording
FFO is generally defined and calculated by the Company as net income (loss) attributable to Curbline (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, (ii) impairment charges on real estate property, (iii) gains and losses from changes in control and (iv) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles net of depreciation allocated to non-controlling interests. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).
Current wording
FFO is generally defined and calculated by the Company as net income attributable to Curbline (computed in accordance with GAAP), adjusted to exclude (i) gains and losses from disposition of real estate property, which are presented net of taxes, (ii) impairment charges on real estate property, (iii) gains and losses from changes in control and (iv) certain non-cash items. These non-cash items principally include real property depreciation and amortization of intangibles net of depreciation allocated to non-controlling interests. The Company’s calculation of FFO is consistent with the definition of FFO provided by the National Association of Real Estate Investment Trusts (“NAREIT”).
Previous wording
The Company believes that certain charges, income and gains/losses recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income (loss) determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain non-operating charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
Current wording
The Company believes that certain charges, income and gains/losses recorded in its operating results are not comparable or reflective of its core operating performance. Operating FFO is useful to investors as the Company removes non-comparable charges, income and gains to analyze the results of its operations and assess performance of the core operating real estate portfolio. As a result, the Company also computes Operating FFO and discusses it with the users of its financial statements, in addition to other measures such as net income determined in accordance with GAAP and FFO. Operating FFO is generally defined and calculated by the Company as FFO excluding certain non-operating charges, income and gains/losses that management believes are not comparable and indicative of the results of the Company’s operating real estate portfolio. Such adjustments include gains/losses on early extinguishments of debt, transaction costs and other restructuring type costs, including employee separation costs. The disclosure of these adjustments is regularly requested by users of the Company’s financial statements.
Previous wording
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income (loss), which may include non-cash items. Other real estate companies may calculate FFO and Operating FFO in a different manner.
Current wording
For the reasons described above, management believes that FFO and Operating FFO provide the Company and investors with an important indicator of the Company’s operating performance. They provide recognized measures of performance other than GAAP net income, which may include non-cash items. Other real estate companies may calculate FFO and Operating FFO in a different manner.
Previous wording
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income (loss). FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (loss) (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income (loss) and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income (loss) have been provided below.
Current wording
Management recognizes the limitations of FFO and Operating FFO when compared to GAAP’s net income. FFO and Operating FFO do not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use FFO or Operating FFO as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. Neither FFO nor Operating FFO represents cash generated from operating activities in accordance with GAAP, and neither is necessarily indicative of cash available to fund cash needs. Neither FFO nor Operating FFO should be considered an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. FFO and Operating FFO are simply used as additional indicators of the Company’s operating performance. The Company believes that to further understand its performance, FFO and Operating FFO should be compared with the Company’s reported net income and considered in addition to cash flows determined in accordance with GAAP, as presented in its consolidated financial statements. Reconciliations of these measures to their most directly comparable GAAP measure of net income have been provided below.
Previous wording
A reconciliation of net income (loss) to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges, income and gains/losses adjusted in the calculation of Operating FFO are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations.
Current wording
A reconciliation of net income to FFO and Operating FFO is as follows (in thousands). The Company provides no assurances that these charges, income and gains/losses adjusted in the calculation of Operating FFO are non-recurring. These charges, income and gains/losses could reasonably be expected to recur in future results of operations.
Previous wording
The Company also presents NOI information on a same property basis, or Same-Property Net Operating Income (“SPNOI”). The Company defines SPNOI as property revenues less property-related expenses, which exclude straight-line rental income and reimbursements and expenses, lease termination income, management fee expense and fair market value of leases. SPNOI only includes assets owned for the entirety of both comparable periods. SPNOI excludes all non-property and corporate level revenue and expenses. Other real estate companies may calculate NOI and SPNOI in a different manner. The Company believes SPNOI provides investors with additional information regarding the operating performance of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SPNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.
Current wording
The Company also presents NOI information on a same property basis, or Same-Property Net Operating Income (“SPNOI”). The Company defines SPNOI as property revenues less property-related expenses, which excludes depreciation and amortization expense, interest income and expense and corporate level transactions, as well as straight-line rental income and reimbursements and expenses, lease termination income, management fee expense and fair market value of leases. SPNOI only includes assets owned for the entirety of both comparable periods. Other real estate companies may calculate NOI and SPNOI in a different manner. The Company believes SPNOI provides investors with additional information regarding the operating performance of comparable assets because it excludes certain non-cash and non-comparable items as noted above. SPNOI is frequently used by the real estate industry, as well as securities analysts, investors and other interested parties, to evaluate the performance of REITs.
Previous wording
SPNOI is not, and is not intended to be, a presentation in accordance with GAAP. SPNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SPNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SPNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SPNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SPNOI should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SPNOI to their most directly comparable GAAP measure of net income (loss) is provided below.
Current wording
SPNOI is not, and is not intended to be, a presentation in accordance with GAAP. SPNOI information has its limitations as it excludes any capital expenditures associated with the re-leasing of tenant space or as needed to operate the assets. SPNOI does not represent amounts available for dividends, capital replacement or expansion, debt service obligations or other commitments and uncertainties. Management does not use SPNOI as an indicator of the Company’s cash obligations and funding requirements for future commitments, acquisitions or development activities. SPNOI does not represent cash generated from operating activities in accordance with GAAP and is not necessarily indicative of cash available to fund cash needs. SPNOI should not be considered as an alternative to net income (computed in accordance with GAAP) or as an alternative to cash flow as a measure of liquidity. A reconciliation of NOI and SPNOI to their most directly comparable GAAP measure of net income is provided below.
Previous wording
The Company’s reconciliation of net income (loss) computed in accordance with GAAP to NOI and SPNOI for the Company is as follows (in thousands):
Current wording
The Company’s reconciliation of net income computed in accordance with GAAP to NOI and SPNOI for the Company is as follows (in thousands):
Previous wording
The same-property increase for the nine months ended September 30, 2025, as compared to the prior-year period, was primarily attributable to minimum rent increases resulting from rent steps or option rent increases and increases in recoveries from tenants.
Current wording
The same-property increase for the three months ended March 31, 2026, as compared to the prior-year period, was primarily attributable to minimum rent increases resulting from an increase in occupancy, rent steps or option rent increases and increases in recoveries from tenants.
Previous wording
The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At September 30, 2025, the Company’s primary sources of capital were unrestricted cash balances of $430.1 million and a $400.0 million unsecured, undrawn line of credit along with cash flow from operations. The Company may also raise additional capital as appropriate to finance the growth of its business. Debt outstanding was $400.0 million as of September 30, 2025. As of December 31, 2024, there was no indebtedness outstanding.
Current wording
The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At March 31, 2026, the Company’s primary sources of capital were $305.8 million of unrestricted cash, a $400.0 million unsecured, undrawn line of credit and $357.7 million of expected gross proceeds for unsettled forward equity sales along with cash flow from operations. The Company may also raise additional capital as appropriate to finance the growth of its business. Debt outstanding was $600.0 million and $428.0 million as of March 31, 2026 and December 31, 2025, respectively.
Previous wording
In connection with the Spin-Off, the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent entered into a credit agreement (the “2024 Credit Agreement”). The 2024 Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and a delayed draw 2024 Term Loan in the amount of $100.0 million (the “2024 Term Loan” and together with the Revolving Credit Facility, the “2024 Credit Facilities”). The aggregate amount available under the 2024 Credit Facilities may be increased up to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.
Current wording
In October 2024, the Operating Partnership, as borrower, the Company, the lenders named therein and Wells Fargo Bank, National Association, as administrative agent entered into a credit agreement (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the amount of $400.0 million (the “Revolving Credit Facility”) and a delayed draw term loan in the amount of $100.0 million (the “2024 Term Loan” and together with the Revolving Credit Facility, the “2024 Credit Facilities”).
Previous wording
The Revolving Credit Facility matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc. (each, an “IG Rating”). Prior to obtaining an IG Rating, each of the applicable margin and facility fee was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin and facility fee is based on the Company’s IG Rating. In May 2025, the Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB. No amounts were drawn under the Revolving Credit Facility as of September 30, 2025.
Current wording
The Revolving Credit Facility matures on September 29, 2028, subject to two six-month options to extend the maturity to September 29, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Borrowings under the Revolving Credit Facility bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin, or (ii) the alternative base rate plus an applicable margin. The Revolving Credit Facility also provides for a facility fee, paid on a quarterly basis. Each of the applicable margin and the facility fee under the Revolving Credit Facility varies based on whether the Company has obtained a long-term senior unsecured debt rating of at least BBB- (or the equivalent) from S&P Global Ratings or Fitch Investor Services Inc. or a long-term unsecured debt rating of Baa3 (or the equivalent) from Moody’s Investors Service, Inc. (each, an “IG Rating”). In May 2025, Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB. No amounts were drawn under the Revolving Credit Facility as of March 31, 2026.
Previous wording
The Company drew $100.0 million on the 2024 Term Loan in March 2025 which will mature on October 1, 2027, subject to two one-year options to extend its maturity to October 1, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Loans under the 2024 Term Loan bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. Similar to the Revolving Credit Facility, the applicable margin under the 2024 Term Loan varies. Prior to obtaining an IG Rating, the applicable margin was based on the Company’s ratio of consolidated outstanding indebtedness to consolidated market value and after obtaining an IG Rating, the applicable margin is based on the Company’s IG Rating. As of September 30, 2025, $100.0 million is outstanding under the 2024 Term Loan.
Current wording
The Company drew $100.0 million on the 2024 Term Loan in March 2025 which will mature on October 1, 2027, subject to two one-year options to extend its maturity to October 1, 2029 at the Operating Partnership’s option and subject to the satisfaction of certain conditions. Loans under the 2024 Term Loan bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus a credit spread adjustment plus an applicable margin or (ii) the alternative base rate plus an applicable margin. Similar to the Revolving Credit Facility, the applicable margin under the 2024 Term Loan varies. As of March 31, 2026, $100.0 million is outstanding under the 2024 Term Loan.
Previous wording
The 2024 Credit Agreement contains certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The 2024 Credit Agreement also contains customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods. As of September 30, 2025, the Company was in compliance with all its financial covenants governing its debt. Although the Company believes it will continue to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities.
Current wording
The 2024 Credit Facilities contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The 2024 Credit Facilities also contain customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.
Previous wording
The Company maintains a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $100.0 million 2024 Term Loan to 3.58%, from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into a $100.0 interest rate swap agreement to fix the variable-rate SOFR component of the Company’s 2024 Term Loan at 3.71% from October 1, 2028 through October 1, 2029. Following the investment grade rating and simultaneously with the Company’s borrowing of the 2025 Term Loan discussed below, the 2024 Credit Agreement was amended to reduce the interest rate spread resulting in an all-in rate for the 2024 Term Loan of 4.53% based on the loan’s current applicable spread as of September 30, 2025.
Current wording
The Company maintains a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s $100.0 million 2024 Term Loan to 3.58%, from April 1, 2025 through October 1, 2028. In April 2025, the Company entered into a $100.0 million interest rate swap agreement to fix the variable-rate SOFR component of the Company’s 2024 Term Loan at 3.71% from October 1, 2028 through October 1, 2029. Following the investment grade rating and simultaneously with the Company’s borrowing of the 2025 Term Loan (defined below), the 2024 Credit Agreement was amended to reduce the interest rate spread resulting in an all-in rate for the 2024 Term Loan of 4.53% based on the loan’s current applicable spread.
Previous wording
In July 2025, the Company and the Operating Partnership entered into a term loan agreement with a syndicate of lenders and PNC, National Association, as administrative agent (the “2025 Term Loan Agreement”), which provides for an unsecured, term loan in the amount of $150.0 million (the “2025 Term Loan”). In connection with entering into the 2025 Term Loan Agreement, the Operating Partnership borrowed the full $150.0 million under the 2025 Term Loan. The aggregate amount available under the 2025 Term Loan Agreement may be increased to $250.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions. The 2025 Term Loan will mature in January 2029, subject to two one-year options to extend its maturity to January 2031 at the Operating Partnership’s option and subject to the satisfaction of certain customary conditions.
Current wording
In July 2025, the Operating Partnership, as borrower, and the Company entered into a term loan agreement with a syndicate of lenders and PNC, National Association, as administrative agent, which provides for an unsecured, term loan in the amount of $150.0 million (the “2025 Term Loan”). In connection with entering into the term loan agreement, the Operating Partnership borrowed the full $150.0 million under the 2025 Term Loan. The 2025 Term Loan will mature in January 2029, subject to two one-year options to extend its maturity to January 2031 at the Operating Partnership’s option and subject to the satisfaction of certain customary conditions.
Previous wording
Loans under the 2025 Term Loan bear interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The applicable margin under the 2025 Term Loan varies based on the rating assigned by S&P Global Ratings, Moody’s Investors Service, Inc. or Fitch Investor Services Inc. to the senior unsecured long-term indebtedness of Company or the Operating Partnership. In May 2025, the Company entered into a $150.0 million forward interest rate swap agreement to fix the variable-rate SOFR component of the 2025 Term Loan at 3.66% from July 16, 2025 through January 1, 2031. The all-in rate of the 2025 Term Loan is fixed at 4.61% based on the loan’s current applicable spread.
Current wording
The 2025 Term Loan bears interest at variable rates at the Operating Partnership’s election, based on either (i) the term or daily simple SOFR rate plus an applicable margin or (ii) the alternative base rate plus an applicable margin. The applicable margin under the 2025 Term Loan varies based on the rating assigned by S&P Global Ratings, Moody’s Investors Service, Inc. or Fitch Investor Services Inc. to the senior unsecured long-term indebtedness of Company or the Operating Partnership. In May 2025, the Company entered into a $150.0 million interest rate swap agreement to fix the variable-rate SOFR component of the 2025 Term Loan at 3.66% from July 16, 2025 through January 1, 2031. The all-in rate of the 2025 Term Loan is fixed at 4.61% based on the loan’s current applicable spread.
Previous wording
On June 26, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement (the “Note and Guaranty Agreement”) in connection with a private placement of $150.0 million of the Operating Partnership’s senior unsecured notes (the “2025 Notes”), consisting of (i) $100.0 million aggregate principal amount of 5.58% senior unsecured notes due September 3, 2030 and (ii) $50.0 million aggregate principal amount of 5.87% senior unsecured notes due September 3, 2032, to a group of institutional investors. The sale and purchase of the 2025 Notes was completed on September 3, 2025. In conjunction with this agreement, the Company entered into an interest rate lock agreement resulting in a 5.79% effective interest rate on the 2025 Notes due September 3, 2032 and a weighted-average coupon of 5.65%.
Current wording
On June 26, 2025, the Company and the Operating Partnership entered into a Note and Guaranty Agreement in connection with a private placement of $150.0 million of the Operating Partnership’s unsecured senior notes (the “2025 Notes”), consisting of (i) $100.0 million aggregate principal amount of 5.58% unsecured senior notes due September 3, 2030 (the “2025-A Notes”) and (ii) $50.0 million aggregate principal amount of 5.87% unsecured notes due September 3, 2032 (the “2025-B Notes”), to a group of institutional investors. The sale and purchase of the Notes was completed on September 3, 2025.
Previous wording
In connection with the Note and Guaranty Agreement, the Company executed a treasury lock hedge transaction in May 2025 to hedge the risk-free treasury yield component of the overall rate ultimately assigned to the $50.0 million of the 2025 Notes due September 3, 2032. The treasury lock secured a treasury yield of 4.19%. The hedge transaction settled on June 9, 2025, in connection with the pricing of the 2025 Notes, and included proceeds of $0.2 million, which were recognized as a gain within Accumulated other comprehensive income on the consolidated balance sheets as of September 30, 2025. This amount is amortized on a straight-line basis as a decrease to interest expense over the term of the 2025 Notes.
Current wording
In connection with the 2025 Notes, the Company executed a treasury lock hedge transaction in June 2025 which included proceeds of $0.2 million, which were recognized as a gain within Accumulated OCI on the consolidated balance sheets. This amount is amortized on a straight-line basis as a decrease to interest expense over the term of the 2025-B Notes.
Showing the first 40 of 62 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
The aggregate amount available under the 2024 Credit Facilities may be increased up to $750.0 million so long as existing or new lenders agree to provide incremental commitments and subject to the satisfaction of certain customary conditions.
Current report — wording carried from elsewhere
Amounts owing under the 2024 Term Loan and the 2025 Term Loan may be prepaid at any time without premium or penalty, subject to customary breakage costs in the case of borrowings with respect to which a SOFR-based rate election is in effect. The 2024 Term Loan and the 2025 Term Loan contain certain customary covenants including, among other things, leverage ratios and debt service coverage and fixed-charge coverage ratios, as well as limitations on the Company’s ability to sell all or substantially all of the Company’s assets and engage in certain mergers and acquisitions. The 2024 Term Loan and the 2025 Term Loan also contains customary default provisions including, among other things, the failure to make timely payments of principal and interest payable thereunder and the failure of the Company or its subsidiaries to pay, when due, certain indebtedness in excess of certain thresholds beyond applicable grace and cure periods.
Current report — wording carried from elsewhere
As of March 31, 2026, the Company was in compliance with all its financial covenants governing its debt. Although the Company believes it will continue to operate in compliance with these covenants, if the Company were to violate these covenants, the Company may be subject to higher finance costs and fees or accelerated maturities.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
Drew $100.0 million on the delayed draw 2024 Term Loan in March 2025;
Previous report — wording carried elsewhere
In April 2025, entered into a forward interest rate swap agreement to fix the variable-rate component of the Company’s $100.0 million 2024 Term Loan at 3.71% from October 1, 2028 through October 1, 2029;
Previous report — wording carried elsewhere
In May 2025, Fitch Ratings assigned the Company a Long-Term Issuer Default Rating of BBB with a Stable Rating Outlook resulting in a 40 basis point reduction on the Company’s Revolving Credit Facility and 2024 Term Loan. Following the May 2025 investment grade rating and simultaneously with the Company’s borrowing of the 2025 Term Loan, the 2024 Credit Agreement was amended to reduce the interest rate spread resulting in an all-in rate for the 2024 Term Loan of 4.53% based on the loan’s current applicable spread as of September 30, 2025;