CURB 8-K
Curbline Properties Corp. (CURB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.02 | Termination of a Material Definitive Agreement. |
The information set forth in Item 3.03 of this Current Report on Form 8-K regarding the termination of the Waiver Agreement is incorporated by reference into this Item 1.02.
| Item 3.03. | Material Modification to Rights of Security Holders. |
Effective as of August 12, 2026, the board of directors of Curbline Properties Corp. (the “Company”) determined that the beneficial ownership of Mr. Alexander Otto, a member of the Company’s board of directors, his family and other persons who may be deemed to have constructive ownership of common stock owned by the Otto family (collectively, the “Exempt Holder”) was 7.5% or less of the Company’s outstanding common stock (the “Exempt Holder Reduction Event”). As a result of the Exempt Holder Reduction Event, (i) in accordance with the terms of the Company’s Charter, the Ownership Limit set forth in the Charter has increased to 9.8% of the Company’s outstanding common stock for all holders, and (ii) the Waiver Agreement by and between the Company and Mr. Otto (the “Waiver Agreement”) automatically terminated in accordance with its terms.
Prior to the Exempt Holder Reduction Event, the Company’s Charter provided that, subject to certain exceptions, no person, other than the Exempt Holder, could own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code of 1986, as amended, more than 8% of the Company’s outstanding common stock.
In addition, the Waiver Agreement, which had been entered into on October 1, 2024 in connection with the spin-off of the Company from SITE Centers Corp., had waived the Related Party Limit contained in the Company’s Charter that otherwise would have prohibited the Exempt Holder from constructively owning more than 9.8% of the Company’s outstanding common stock. As a result of the termination of the Waiver Agreement, the waiver of the Related Party Limit for the Exempt Holder has terminated.
The Company has filed a Certificate of Notice with the State Department of Assessments and Taxation of Maryland reflecting the occurrence of the Exempt Holder Reduction Event and the automatically effective increase in the Ownership Limit described above (the “Certificate of Notice”). The foregoing summary of the Certificate of Notice does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Certificate of Notice, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Notice of Curbline Properties Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Curbline Properties Corp. | ||||||
| By: | /s/ Lesley H. Solomon | |||||
| Name: | Lesley H. Solomon | |||||
| Dated: August 18, 2026 | Title: | Executive Vice President, General Counsel and Secretary | ||||
Exhibit 3.1
CURBLINE PROPERTIES CORP.
CERTIFICATE OF NOTICE
THIS IS TO CERTIFY THAT:
FIRST: Effective as of August 12, 2026, as contemplated by Section 7.1 of the charter (the “Charter”) of Curbline Properties Corp., a Maryland corporation (the “Corporation”), the Board of Directors of the Corporation determined that an Exempt Holder Reduction Event (as defined in the Charter) had occurred. As of such date and determination, the Exempt Holder Limit (as defined in the Charter) automatically ceased to be of any force or effect and the Ownership Limit (as defined in the Charter) increased from 8.0% to 9.8% of the outstanding Common Stock (as defined in the Charter).
SECOND: The undersigned officer acknowledges this Certificate of Notice to be the corporate act of the Corporation and as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
[SIGNATURE PAGE FOLLOWS]
1
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Notice to be signed in its name and on its behalf by its President and attested to by its Secretary on this 17th day of August, 2026.
| ATTEST: | CURBLINE PROPERTIES CORP. | |||||||||
| /s/ Lesley H. Solomon | By: | /s/ David R. Lukes | (SEAL) | |||||||
| Lesley H. Solomon, Secretary | David R. Lukes, President | |||||||||