Curbline Properties Corp美股招股说明书(2026-02-10版)

Common StockCurbline Properties Corp. We expect to enter into forward sale agreements with each of Morgan Stanley & Co. LLC and Bank of America, N.A., (the “forward purchasers”). In connectionwith the forward sale agreements, the forward purchasers or their affiliates are expected to borrow from third parties and to sell to the underwriters an aggregate of8,000,000 shares of our common stock, $0.01 par value per share (“common stock”) (or an aggregate of 9,200,000 shares if the underwriters’ option to purchaseadditional shares is exercised in full) that will be delivered in this offering. We will not receive any proceeds from the sale of shares of our common stock by the forward purchasers or their affiliates. We expect to physically settle theforward sale agreements (by the delivery of shares of our common stock) and receive proceeds from the sale of those shares of our common stock upon one or moreforward settlement dates, which we anticipate will be within approximately 18 months from the date of this prospectus supplement. We may also elect to cash settle ornet share settle all or a portion of our obligations under a forward sale agreement if we conclude it is in our best interest to do so. If we elect to cash settle a forwardsale agreement, then we may not receive any proceeds and may owe cash to the relevant forward purchaser in certain circumstances. If we elect to net share settle aforward sale agreement, then we will not receive any proceeds and may owe shares of our common stock to the relevant forward purchaser in certain circumstances.See “Underwriting—Forward Sale Agreements.” If any forward purchaser or its affiliate does not deliver and sell all of the shares of our common stock to be delivered and sold by it on the anticipated closingdate of this offering, then we will issue and sell to the underwriters a number of shares of our common stock equal to the number of shares of our common stock thatsuch forward purchaser or its affiliate did not deliver and sell, and the number of shares underlying the relevant forward sale agreement will be decreased by thenumber of shares that we issue and sell. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “CURB.” On February9, 2026, the last reported sale price of ourcommon stock on the NYSE was $25.66 per share. There are certain restrictions on transfer and ownership of our common stock intended to, among other things,preserve our qualification as a real estate investment trust (“REIT”) for federal income tax purposes. See “Description of Capital Stock—Restrictions on Ownershipand Transfer” in the accompanying prospectus. Investing in our common stock involves risks. See the information under the caption “Risk Factors” beginning on page S-5 of thisprospectus supplement and the risk factors in our Annual Report on Form 10-K for the year ended December31, 2025 filed with theSecurities and Exchange Commission (“SEC”) and any risk factors set forth in the documents incorporated by reference into thisprospectus supplement, concerning factors you should consider before making a decision to invest in our common stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement orthe accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The underwriters have agreed to purchase shares of our common stock from the forward purchasers at a price of $per share. The underwriterspropose to offer shares of our common stock from time to time for sale, through negotiated transactions or otherwise, at market prices prevailing at the time of sale, atprices related to such prevailing market prices or at negotiated prices. See “Underwriting.” We have assumed that the forward sale agreements will be fully physically settled based on the initial forward sale price of $per share, which is theprice per share set forth above. The forward sale price is subject to adjustment pursuant to the terms of each forward sale agreement, and the actual proceeds, if any, tous will be calculated as described in this prospectus supplement. Although we expect to settle the forward sale agreements entirely by the full physical delivery ofshares of our common stock in exchange for cash proceeds within approximately 18months from the date of this prospectus supplement, we may elect cash settlementor net share settlement for all or a portion of our obligations under any forward sale agreement. See “Underwriting—Forward Sale Agreements” for a description of theforward sale agreements. The underwriters have been granted a 30-day option from the date of this prospectus supplement, exercisable in whole or in part from time to time, to purchaseup to an additional 1,200,000 shares of our common stock at the price per share set forth above. Upon any exercise of such option, we expect to enter into additionalforward sale agreemen