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Curbline Properties Corp.

For the period ended Sep 30, 2026. Filed Oct 22, 2026.

View on SEC.gov

About this filing

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.

Sep 30, 2026 · Filed Oct 22, 2026

CURB$29.38-0.5%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-29.

0001193125-26-322100

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-10-22.

0001193125-26-428913

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The 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 130 previous paragraphs and 136 current paragraphs.

83 unchanged; 46 reworded; 6 added; 0 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 17 previous and 17 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 (6)

Current report

In September and October 2026, entered into forward interest rate swap agreements to fix the variable-rate component at 4.43% and 4.54%, respectively, for two separate $50 million portions of a delayed draw term loan currently anticipated to close in the fourth quarter (the “2026 Term Loan”). The closing of the 2026 Term Loan is subject to the negotiation of definitive agreements and customary closing conditions, and there can be no assurance that the 2026 Term Loan will be completed;

Current report

The increase was primarily attributable to expenses recognized under the Shared Services Agreement (Note 11).

Current report

The increase was primarily attributable to income recognized under the Shared Services Agreement (Note 11).

Current report

In September and October 2026, the Company entered into two forward interest rate swap agreements to fix the variable-rate component at 4.43% and 4.54%, respectively, for two separate $50 million portions of the 2026 Term Loan, a delayed draw term loan currently anticipated to close in the fourth quarter. The closing of the 2026 Term Loan is subject to the negotiation of definitive agreements and customary closing conditions, and there can be no assurance that the 2026 Term Loan will be completed. The effective date of the swaps are based on the expected funding timing which is anticipated to be in the first quarter of 2027.
Reworded paragraphs (46)

Previous wording

As of June 30, 2026, the Company’s portfolio consisted of 220 convenience shopping centers aggregating 5.7 million square feet of gross leasable area (“GLA”) and the aggregate leased rate and occupancy rate were 96.5% and 94.3%, respectively.

Current wording

As of September 30, 2026, the Company’s portfolio consisted of 239 convenience shopping centers comprising 6.1 million square feet of gross leasable area (“GLA”) and the aggregate leased and occupancy rates were 96.4% and 94.5%, 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 June 30, 2026 and 11% of the Company’s ABR is generated by units with a drive-thru. 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 June 30, 2026, the average GLA of a property in the Curbline portfolio was approximately 26,000 square feet with 95% 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 September 30, 2026 and 11% of the Company’s ABR generated by units with a drive-thru. 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 ability 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, 2026, the average GLA of a property in the Curbline portfolio was approximately 26,000 square feet with 96% 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 of and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of June 30, 2026, the Company had $154.7 million of cash on hand plus unsettled common equity and significant access to debt capital 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 of and aggregate the highly fragmented but liquid marketplace for convenience shopping centers. As of September 30, 2026, the Company had $122.8 million of cash on hand plus unsettled common equity and significant leverage capacity 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 $126,000 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 $129,000 as compared to the national median household income of $87,460.

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 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.

Current wording

Convenience properties have the ability 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 fully-extended lease terms and fewer tenant renewal options with approximately 48% of the average annualized base rent (“ABR”) under Curbline’s leases expiring within the next five years without any tenant renewal option assumptions. The weighted average lease term of the Curbline portfolio provides the Company 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 51 properties for an aggregate purchase price of $581.9 million;

Current wording

Acquired 72 convenience shopping centers for an aggregate purchase price of $800.0 million;

Previous wording

Sold 29.3 million shares of common stock on a forward basis in public offerings and under its at-the-market equity offering program, generating expected gross proceeds (assuming full physical settlement) of $823.5 million before issuance costs with 9.4 million shares settled to date; and

Current wording

Sold 33.0 million shares of common stock on a forward basis in public offerings and under its at-the-market equity offering program, generating expected gross proceeds (assuming full physical settlement) of $925.9 million before issuance costs with 15.7 million shares settled to date; and

Previous wording

In both February and May 2026, declared a quarterly cash dividend of $0.17 per share of common stock paid in April and July, respectively.

Current wording

In February, May and September 2026, declared a quarterly cash dividend of $0.17 per share of common stock paid in April, July and October, respectively.

Previous wording

Signed new leases and renewals for approximately 312 thousand square feet of GLA, which included approximately 51 thousand square feet of new leasing volume;

Current wording

Signed new leases and renewals for approximately 480 thousand square feet of GLA, which included approximately 73 thousand square feet of new leasing volume;

Previous wording

For comparable leases executed, achieved cash new leasing spreads of 15.6% and cash renewal leasing spreads of 7.3%;

Current wording

For comparable leases executed, achieved cash new leasing spreads of 18.2% and cash renewal leasing spreads of 7.0%;

Previous wording

Aggregate leased rate was 96.5% at June 30, 2026, as compared to 96.7% at December 31, 2025 and 96.1% at June 30, 2025; and

Current wording

Aggregate leased rate was 96.4% at September 30, 2026, as compared to 96.7% at December 31, 2025 and 96.7% at September 30, 2025; and

Previous wording

Aggregate occupancy rate was 94.3% at June 30, 2026, as compared to 94.1% at December 31, 2025 and 93.5% at June 30, 2025.

Current wording

Aggregate occupancy rate was 94.5% at September 30, 2026, as compared to 94.1% at December 31, 2025 and 93.9% at September 30, 2025.

Previous wording

For the six months ended June 30, 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 Operating FFO 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 wording

For the nine months ended September 30, 2026, the decrease in net income, as compared to the prior-year period, was primarily attributable to increases in interest 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 Operating FFO 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.

Previous wording

The changes in base and percentage rental income for the six months ended June 30, 2026, were due to the following (in millions):

Current wording

The changes in base and percentage rental income for the nine months ended September 30, 2026, were due to the following (in millions):

Previous wording

At June 30, 2026 and 2025, the Company owned 220 and 125 wholly owned properties, respectively, with an aggregate occupancy rate of 94.3% and 93.5%, respectively.

Current wording

At September 30, 2026 and 2025, the Company owned 239 and 162 wholly owned properties, respectively, with an aggregate occupancy rate of 94.5% and 93.9%, respectively.

Previous wording

The increase in recovery income from tenants is primarily due to the impact of acquisitions. Recoveries from tenants were approximately 100.1% and 95.0% of operating expenses and real estate taxes for the six months ended June 30, 2026 and 2025, respectively.

Current wording

The increase in recovery income from tenants is primarily due to the impact of acquisitions. Recoveries from tenants were approximately 100.1% and 95.4% of operating expenses and real estate taxes for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

During the six months ended June 30, 2026 and 2025, the amount reported includes $0.5 million and $0.9 million, respectively, from lease terminations and the assumption of buildings due to ground lease terminations.

Current wording

During the nine months ended September 30, 2026 and 2025, the amount reported includes $1.1 million and $0.9 million, respectively, from lease terminations and the assumption of buildings due to ground lease expirations or terminations.

Previous wording

The changes for the six months ended June 30, 2026, as compared to the prior year period, were due to the following (in millions):

Current wording

The changes for the nine months ended September 30, 2026, as compared to the prior year period, were due to the following (in millions):

Previous wording

At June 30, 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 June 30, 2026, the weighted-average maturity (without extensions) was 4.1 years. For the six months ended June 30, 2025, the expense relates to the Company’s Revolving Credit Facility and 2024 Term Loan.

Current wording

At September 30, 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 of 5.0% (based on contractual rates including the impact of the interest rates swaps and excluding amortization of debt issuance costs). At September 30, 2026, the weighted-average maturity (without extensions) was 3.8 years. For the nine months ended September 30, 2025, the expense relates to the Company’s 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 including the impact of the interest rates swaps and excluding amortization of debt issuance costs) of 5.0%.

Previous wording

For the six months ended June 30, 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 wording

For the nine months ended September 30, 2026, the decrease in net income as compared to the prior-year period was primarily attributable to increases in interest and depreciation expense and a decrease in interest income, partially offset by the net operating impact from asset acquisitions.

Previous wording

The same-property increase for the six months ended June 30, 2026, as compared to the prior-year period, was primarily attributable to minimum rent increases resulting from an increase in occupancy and rent steps or option rent increases.

Current wording

The same-property increase for the nine months ended September 30, 2026, as compared to the prior-year period, was primarily attributable to minimum rent increases resulting from an increase in comparable base rent due to rent steps and renewal or option rent increases.

Previous wording

The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At June 30, 2026, the Company’s primary sources of capital were $154.7 million of unrestricted cash, a $400.0 million unsecured, undrawn line of credit and $696.2 million of expected gross proceeds from unsettled forward equity sales, including forward shares sold in a public equity offering which closed in July 2026, 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 June 30, 2026 and December 31, 2025, respectively.

Current wording

The Company requires capital to fund its business plan including investment activities, capital expenditures and operating expenses. At September 30, 2026, the Company’s primary sources of capital were $122.8 million of unrestricted cash, a $400.0 million unsecured, undrawn line of credit, $550.0 million of expected gross proceeds from unsettled forward equity sales and 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 September 30, 2026 and December 31, 2025, respectively.

Previous wording

During the six months ended June 30, 2026, the Company offered and sold 8,640,212 shares of its common stock on a forward basis under the ATM Program at a weighted-average price of $27.10 per share, generating expected gross proceeds of $234.2 million (assuming full physical settlement) before issuance costs. The Company has settled 5,804,164 shares through June 30, 2026 that were sold under the ATM Program generating net proceeds of $134.8 million. As of June 30, 2026, the Company was party to forward sale agreements relating to 6,086,812 shares of common stock, with $173.1 million of expected gross proceeds (assuming full physical settlement) before issuance costs with final settlement dates ranging from March 31, 2027 through July 31, 2027 and had $333.2 million of remaining capacity under the ATM Program.

Current wording

During the nine months ended September 30, 2026, the Company offered and sold 10,047,963 shares of its common stock on a forward basis under the ATM Program at a weighted-average price of $27.32 per share, generating expected gross proceeds of $274.5 million (assuming full physical settlement) before issuance costs. The Company has settled 6,464,164 shares through September 30, 2026 that were sold under the ATM Program generating net proceeds of $152.7 million. As of September 30, 2026, the Company was party to forward sale agreements relating to 6,834,563 shares of common stock, with $195.2 million of expected gross proceeds

Previous wording

In June 2026, the Company conducted a follow-on primary offering of 11,500,000 shares of its common stock on a forward basis, including the full exercise of the underwriters’ option to purchase up to 1,500,000 additional shares of common stock, at a public offering price of $30.85 per share for expected gross proceeds of $354.8 million before deducting underwriting discounts and expenses. The offering was completed in July 2026. The Company is required to settle these shares by December 2027.

Current wording

In June 2026, the Company priced a follow-on primary offering of 11,500,000 shares of its common stock on a forward basis, including the full exercise of the underwriters’ option to purchase up to 1,500,000 additional shares of common stock, at a public offering price of $30.85 per share for expected gross proceeds of $354.8 million before deducting underwriting discounts and expenses. The offering closed in July 2026. The Company is required to settle these shares by December 29, 2027.

Previous wording

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. The Company has settled 2,600,000 shares through June 30, 2026 generating net proceeds of $65.0 million. The Company is required to settle the remaining shares by August 2027.

Current wording

In February 2026, the Company priced and closed 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. The Company has settled 9,200,000 shares through September 30, 2026 generating net proceeds of $231.1 million.

Previous wording

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 June 30, 2026.

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 September 30, 2026.

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 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.

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 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

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.

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 the 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

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 wording

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 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

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.

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 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 (the “2025-A Notes”) and (ii) $50.0 million aggregate principal amount of 5.87% senior unsecured notes due September 3, 2032 (the “2025-B Notes”), to a group of institutional investors. The sale and purchase of the 2025 Notes was completed on September 3, 2025.

Previous wording

The Company declared a quarterly cash dividend of $0.17 per share in each of the first two quarters of 2026. The dividends are summarized as follows (in millions):

Current wording

The Company declared a quarterly cash dividend of $0.17 per share in each of the first three quarters of 2026. The dividends are summarized as follows (in millions):

Previous wording

The Company expects that its core business of leasing space to well-capitalized retailers will continue to generate consistent cash flow after expenses. The following presents a summary of consolidated statements of cash flow (in thousands):

Current wording

The Company expects that its core business of leasing space to well-capitalized retailers will continue to generate consistent cash flow after expenses. The following presents a summary of consolidated statements of cash flows (in thousands):

Previous wording

Changes in cash flows for the six months ended June 30, 2026, compared to the prior-year period, are as follows:

Current wording

Changes in cash flows for the nine months ended September 30, 2026, compared to the prior-year period, are as follows:

Previous wording

Operating Activities: Cash provided by operating activities increased $9.0 million primarily due to the net impact of property acquisitions, partially offset by an increase in interest expense and a decrease in interest income.

Current wording

Operating Activities: Cash provided by operating activities increased $11.5 million primarily due to the net impact of property acquisitions, partially offset by an increase in interest expense and a decrease in interest income.

Previous wording

Investing Activities: Cash used for investing activities increased $224.0 million primarily due to an increase of $216.2 million related to real estate assets acquired net of escrow deposits and an increase in real estate improvements of $7.8 million.

Current wording

Investing Activities: Cash used for investing activities increased $142.1 million primarily due to an increase of $134.1 million related to real estate assets acquired net of escrow deposits and an increase in real estate improvements of $7.9 million.

Previous wording

Financing Activities: Cash provided by financing activities increased $276.7 million primarily due to funding of $172.0 million of the 2026 Notes, net proceeds from issuance of common stock of $199.8 million and a decrease in dividends paid of $5.3 million, partially offset by a decrease in proceeds from the 2024 Term Loan of $100.0 million.

Current wording

Financing Activities: Cash provided by financing activities increased $160.2 million primarily due to an increase in proceeds of $22.0 million from the 2026 Notes, an increase in net proceeds from issuance of common stock of $382.3 million and a decrease in dividends paid of $3.7 million, partially offset by a decrease in proceeds from the 2024 and 2025 Term Loans of $250.0 million.

Previous wording

The Company has settled 9,404,164 shares through July 29, 2026 that were sold under the February 2026 follow-on primary offering and the ATM Program generating net proceeds of $224.9 million.

Current wording

The Company has settled 15,664,164 shares through October 22, 2026 that were sold under the February 2026 follow-on primary offering and the ATM Program generating net proceeds of $383.9 million.

Previous wording

From January 1, 2026 through July 29, 2026, the Company acquired 51 convenience shopping centers for an aggregate purchase price of $581.9 million.

Current wording

From January 1, 2026 through October 22, 2026, the Company acquired 72 convenience shopping centers for an aggregate purchase price of $800.0 million.

Previous wording

At June 30, 2026, the Company’s capitalization consisted of $600.0 million of debt and $3.5 billion of market equity (calculated as shares of common stock and common units outstanding multiplied by $30.40, the closing price of the Company’s common stock on the New York Stock Exchange on June 30, 2026).

Current wording

At September 30, 2026, the Company’s capitalization consisted of $600.0 million of debt and $3.4 billion of market equity (calculated as shares of common stock and common units outstanding multiplied by $27.83, the closing price of the Company’s common stock on the New York Stock Exchange on September 30, 2026).

Previous wording

In conjunction with the redevelopment of convenience shopping centers, the Company has entered into commitments with general contractors aggregating approximately $0.6 million for its consolidated properties at June 30, 2026. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow. These contracts typically can be changed or terminated without penalty.

Current wording

In conjunction with construction and maintenance of convenience shopping centers, the Company has entered into commitments with general contractors aggregating approximately $0.3 million for its consolidated properties at September 30, 2026. These obligations, composed principally of construction contracts, are generally due within 12 to 24 months, as the related construction costs are incurred, and are expected to be financed through operating cash flow. These contracts typically can be changed or terminated without penalty.

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Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

(assuming full physical settlement) before issuance costs with final settlement dates ranging from June 2, 2027 through September 30, 2027 and had $292.9 million of remaining capacity under the ATM Program.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

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.