Curbline Properties Corp.

EX-1.1 · d111894dex11.htm

EX-1.1
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 d111894dex11.htm
 EX-1.1

 Exhibit 1.1

 CURBLINE PROPERTIES CORP.

 Common Stock
 ($0.01 par value)

 ATM EQUITY OFFERING SALES AGREEMENT

 June 2, 2026
 Jefferies LLC

 BNY Mellon Capital Markets, LLC
 BofA Securities, Inc.

 BTIG, LLC
 Capital One Securities, Inc.

 Goldman Sachs & Co. LLC
 KeyBanc Capital Markets Inc.

 Morgan Stanley & Co. LLC
 Nomura Securities
International, Inc.
 StoneX Financial Inc.
 Wells Fargo
Securities, LLC
 As Agents
 Jefferies LLC

 The Bank of New York Mellon
 Bank of America, N.A.

 Goldman Sachs & Co. LLC
 KeyBanc Capital Markets Inc.

 Morgan Stanley & Co. LLC
 Nomura Global Financial
Products, Inc.
 StoneX Financial Inc.
 Wells Fargo Bank,
National Association
 As Forward Purchasers

 c/o Jefferies LLC
 520 Madison Avenue

 New York, New York 10022
 Ladies and Gentlemen:

 Curbline Properties Corp., a Maryland corporation (the “ Company ”), proposes, subject to the terms and conditions stated
herein, to issue and sell from time to time to or through Jefferies LLC, BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan
Stanley & Co. LLC, Nomura Securities International, Inc., StoneX Financial Inc. and Wells Fargo Securities, LLC, as sales agents (except in the case of Nomura Securities International, Inc. and StoneX Financial Inc.), principals (except in
the case of Nomura Securities International, Inc. and StoneX Financial Inc.) and/or forward sellers (except in the case of BTIG, LLC and Capital One Securities, Inc.) (in any such capacity, each an “ Agent, ” and collectively, the
“ Agents ”) and Jefferies LLC, The Bank of New York Mellon, Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc., StoneX
Financial Inc. and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “ Forward Purchaser ,” and collectively, the “ Forward Purchasers ”), shares (the
“ Shares ”) of the Company’s common stock, $0.01 par value (the “ Common Stock ”), having an aggregate gross sales price not to exceed $400,000,000, on the terms set forth in this ATM Equity Offering Sales
Agreement. For purposes of clarity, it is understood and agreed by the parties hereto that, if Shares (as defined below) are offered or sold through any Agent

acting as forward seller for the applicable Forward Purchaser (including without limitation Nomura Securities International, Inc. (acting through BTIG, LLC as agent)), then such Agent, as forward
seller, shall be acting as sales agent for such Forward Purchaser with respect to the offering and sale of such Shares, and, except in cases where this Agreement (as defined below) expressly refers to an Agent acting as sales agent for the Company
or unless otherwise expressly stated or the context otherwise requires, references in this Agreement to any Agent acting as sales agent shall also be deemed to apply to such Agent when acting as forward seller, mutatis mutandis ; provided that
BTIG, LLC and Capital One Securities, Inc. are not acting as forward sellers. Only an Agent that is, or is affiliated with, a Forward Purchaser may act as forward seller for such Forward Purchaser. For the avoidance of doubt, Nomura Securities
International, Inc. (acting through BTIG, LLC as agent) may act as forward seller for Nomura Global Financial Products, Inc.
 The Company
agrees that whenever it determines to sell Shares directly to an Agent or Agents as principal(s) it will enter into a separate written Terms Agreement (each, a “ Terms Agreement ”), in substantially the form of Annex I hereto,
relating to such sale in accordance with Section 2(j) hereof. References herein to “this Agreement” or to matters contained “herein” or “hereunder”, or words of similar import, mean this ATM Equity Offering
Sales Agreement and any applicable Terms Agreement.
 The Company and Curbline Properties LP, a Delaware limited partnership (the
“ Operating Partnership ”) agree that whenever the Company determines to enter into one or more forward stock purchase transactions with any of the Forward Purchasers, the Company and any of the applicable Forward Purchasers will
enter into a Supplemental Confirmation (each, a “ Supplemental Confirmation ”), as contemplated by an executed Master Confirmation with the relevant Forward Purchaser, in substantially the form of Annex II hereto, with such changes
as the parties thereto may agree (the “ Master Confirmation ”, together with such Supplemental Confirmation, any additional supplement thereto and the Agreement (as defined in the Master Confirmation) and any other incorporated
documents, the “ Confirmation ”), relating to such sale in accordance with Section 2 hereof. Under each Confirmation, the Company will, on the terms and subject to the conditions set forth in such Confirmation and in this
Agreement, deliver to the applicable Forward Purchaser, or an affiliate thereof (including any Agent affiliated with such Forward Purchaser), up to the maximum number of shares of Common Stock as may be sold in accordance with this Agreement in
connection with such Confirmation. In connection with any Confirmation entered into as contemplated by this Agreement, it is contemplated that the applicable Forward Purchaser will attempt to borrow and then offer, through its related Agent, acting
as forward seller and sales agent on behalf of such Forward Purchaser, the applicable Shares for sale on the terms and subject to the conditions set forth in this Agreement.

 The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) an “automatic shelf
registration statement,” as defined under Rule 405 (“ Rule 405 ”) under the Securities Act of 1933, as amended (the “ 1933 Act ”) on Form S-3 (File No. 333-290653), covering the public offering and sale of certain securities of the Company, including the Shares, under the 1933 Act and the rules and regulations promulgated thereunder (the “ 1933 Act
Regulations ”), which automatic shelf registration statement became effective under Rule 462(e) of the 1933 Act Regulations (“ Rule 462(e) ”). The “Registration Statement”, as of any time, means such
registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time
pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the 1933 Act Regulations (“ Rule 430B ”);
 provided, however , that the term “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the
Shares, which time shall be considered the “new effective date” of the Registration Statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B (“ Rule 430B(f)(2) ”), including the exhibits
and schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise
deemed to be a part thereof as of such time pursuant to Rule 430B. The base prospectus filed as part of such automatic shelf registration statement, as amended in the form in which it has been filed most recently with the Commission in accordance
with Section 3(b) or 3(c) hereof, including the documents incorporated or deemed incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, is referred to herein as the
“ Base Prospectus”. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus supplement relating to the Shares in accordance with the provisions of Rule 424(b) of the 1933 Act
Regulations (“ Rule 424(b) ”). Such final prospectus supplement, as amended by the prospectus supplement filed most recently with the Commission in accordance with Section 3(b), 3(c) or 3(n) hereof,

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as the case may be, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933
Act, is referred to herein as the “ Prospectus Supplement .” The Base Prospectus, as amended by the Prospectus Supplement and any applicable pricing supplement thereto, in the form the Base Prospectus, the Prospectus Supplement and
any such pricing supplement are first furnished to the Agents for use in connection with the offering and sale of Shares, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or
any successor system) (“ EDGAR ”).
 As used in this Agreement:

 “ Applicable Time ” means, with respect to any offer and sale of Shares, the time immediately prior to the first contract of
sale for such Shares, or such other time as agreed by the Company and the applicable Agents.
 “ General Disclosure
Package ” means each Issuer General Use Free Writing Prospectus, if any, issued prior to the Applicable Time, the most recent Prospectus filed with the Commission in accordance with Section 3(b), 3(c) or 3(n) hereof that is distributed
to investors prior to the Applicable Time and the number of Shares and the initial offering price per Share, all considered together.

 “ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933
Act Regulations (“ Rule 433 ”), including, without limitation, any “free writing prospectus” (as defined in Rule 405) relating to the Shares that is (i) required to be filed with the Commission by the Company,
(ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission, or (iii) exempt from filing with the Commission pursuant to Rule 433(d)(5)(i)
because it contains a description of the Shares or of the offering thereof that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the
Company’s records pursuant to Rule 433(g).
 “ Issuer General Use Free Writing Prospectus ” means any Issuer Free
Writing Prospectus approved by the applicable Agents and the Forward Purchasers or, in the case of a specific offer and sale of Shares, the applicable Agents and the Forward Purchasers pursuant to Section 3(l) hereof that is furnished to the
Agents or such Agents, as the case may be, for general distribution to investors, as evidenced by communications between the Company and the Agents and the Forward Purchasers or such Agents, as the case may be.

 “ Issuer Limited Use Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not an Issuer General Use
Free Writing Prospectus.
 All references in this Agreement to financial statements and schedules and other information which is
“contained,” “included,” “made,” “stated” or “referred to” (or other references of like import) in the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed
to include all such financial statements and schedules and other information incorporated or deemed incorporated by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be, prior to the Applicable
Time relating to the particular Shares; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include the filing of any document under the
Securities Exchange Act of 1934, as amended (the “ 1934 Act ”), and the rules and regulations promulgated thereunder (the “ 1934 Act Regulations ”) incorporated or deemed to be incorporated by reference in the
Registration Statement, such preliminary prospectus or the Prospectus, as the case may be, at or after the Applicable Time relating to the particular Shares.

 Section 1. Representations and Warranties . The Company and the Operating Partnership, jointly and severally, represent and warrant
to the Agents and the Forward Purchasers at the date of this Agreement, and on each Registration Statement Amendment Date (as defined in Section 3(o) hereof), each Company Periodic Report Date (as defined in Section 3(n) hereof), each
Company Earnings Report Date (as defined in Section 3(o) hereof), each Request Date (as defined in Section 3(o) hereof), each Applicable Time and each Settlement Date (as defined in Section 2(g) hereof) (collectively, a
“ Representation Date ”), and agree with the Agents and the Forward Purchasers, as follows:

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 (i) Compliance of the Registration Statement, the Prospectus and
Incorporated Documents . The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement is an automatic shelf registration statement under Rule 405 and the Shares have
been and remain eligible for registration by the Company on such automatic shelf registration statement. Each of the Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act. No stop order suspending
the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto
pursuant to Rule 401(g)(2) of the 1933 Act Regulations (“ Rule 401(g)(2) ”) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement
thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to the Company’s knowledge, contemplated. The Company has complied with each request (if any) from the Commission for additional
information.
 Each of the Registration Statement and any post-effective amendment thereto, at the time of its effectiveness
and as of each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2), complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. Each of any preliminary prospectus and the Prospectus
and any amendment or supplement thereto, at the time it was filed with the Commission, complied in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and is identical to the electronically transmitted copy
thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

 The documents incorporated or deemed to be incorporated by reference in the Registration Statement, any preliminary prospectus
and the Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.

 (ii) Accurate Disclosure . Neither the Registration Statement nor any amendment thereto, at its effective time or at any
Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each
Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue
statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any
amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) or at any Settlement Date, included, includes or will include an untrue statement of a
material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be
incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the
Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however , that the representations and warranties in this Section 1(ii) shall not apply to any
statements or omissions made in reliance upon and in conformity with the Agent Information (as defined in Section 6(b) of this Agreement).

 (iii) Issuer Free Writing Prospectuses . No Issuer Free Writing Prospectus conflicts or will conflict with the
information contained in the Registration Statement, any preliminary prospectus or the Prospectus or any amendment or supplement thereto, including any document incorporated by reference therein, that has not been superseded or modified. Any offer
that is a written communication relating to the Shares made prior to the initial filing of the Registration Statement by the Company or any person acting on

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its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of
the 1933 Act Regulations (“ Rule 163 ”) and otherwise complied in all material respects with the requirements of Rule 163, including, without limitation, the legending requirement, to qualify such offer for the exemption from
Section 5(c) of the 1933 Act provided by Rule 163.
 (iv) Well-Known Seasoned Issuer . (A) At the original
effectiveness of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment, incorporated
report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c)) made any offer relating to the Shares
in reliance on the exemption of Rule 163, (D) at the date of this ATM Equity Offering Sales Agreement and any Terms Agreement, and (E) at each Applicable Time, the Company was and is a “well-known seasoned issuer,” as defined in
Rule 405.
 (v) Emerging Growth Company . From the time of the filing of the Registration Statement through
December 31, 2025, the Company was an “emerging growth company,” as defined in Section 2(a) of the 1933 Act.

 (vi) Company Not Ineligible Issuer . (A) At the time of filing the Registration Statement and any post-effective
amendment thereto, (B) at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Shares, (C) at the date of this
ATM Equity Offering Sales Agreement and any Terms Agreement and (D) at each Applicable Time, the Company was not and is not an “ineligible issuer,” as defined in Rule 405, without taking account of any determination by the
Commission pursuant to Rule 405 that it is not necessary that the Company be considered an ineligible issuer.
 (vii)
 Independent Accountants . The accountants who have certified the financial statements and supporting schedules included in the Registration Statement, the General Disclosure Package and the Prospectus are independent public accountants as
required by the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight Board, in the case of the Company, and Rule 101 of the American Institute of Certified Public Accountants’
Code of Professional Conduct and its interpretations and rulings in the case of any business or property for which financial statements are so included for purposes of complying with Rule 3-05 and 3-14 of Regulation S-X of the 1933 Act Regulations.

 (viii) Financial Statements; Non-GAAP Financial Measures . The financial
statements of the Company included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial
position of the Company and its consolidated subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; said financial
statements have been prepared in conformity with U.S. generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the periods specified. The financial statements of the businesses or properties
acquired or proposed to be acquired, if any, included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly, in all material respects, the information set forth therein, have been prepared in conformity with
GAAP applied on a consistent basis and otherwise have been prepared in accordance with, in the case of businesses acquired or to be acquired, the applicable financial statement requirements of Rule 3-05 or, in
the case of real estate operations acquired or to be acquired, Rule 3-14 of Regulation S-X. The supporting schedules, if any, present fairly in accordance with GAAP the
information required to be stated therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have
been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are
reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included in the Registration Statement, the General Disclosure

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Package and the Prospectus, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the General Disclosure Package or
the Prospectus under the 1933 Act or the 1933 Act Regulations. All disclosures contained in the Registration Statement, the General Disclosure Package or the Prospectus, if any, regarding “non-GAAP
financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G under the 1934 Act and Item 10 of Regulation S-K under the
1933 Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents, in all material respects,
the required information and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

 (ix) No Material Adverse Change . Except as stated in the Registration Statement, the General Disclosure Package and the
Prospectus, since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, (A) there has not occurred any material adverse change, in the condition, financial or
otherwise, or in the earnings, properties, business affairs or business prospects or operations of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course
of business (a “ Material Adverse Change ”), (B) there have been no transactions entered into by the Company, the Operating Partnership or any of their respective subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise, and (C) except for ordinary and customary dividends, there has been no dividend or distribution of any
kind declared, paid or made by the Company on any class or series of its capital stock.
 (x) Good Standing of the
Company . The Company (A) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Maryland and has all requisite power and authority to own, lease and operate its properties and to
conduct its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under, and to consummate the transactions contemplated in, this Agreement and
(B) is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business,
except, in each case, where the failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a material adverse effect on (x) the condition, financial or otherwise, or in the earnings, properties, business
affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (y) the ability of the Company to enter into
and perform any of its obligations under, or to consummate any of the transactions contemplated in, this Agreement (collectively, a “ Material Adverse Effect ”).

 (xi) Good Standing of the Operating Partnership . The Operating Partnership (A) has been duly organized and is
validly existing as a limited partnership in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration
Statement, the General Disclosure Package and the Prospectus and to enter into and perform its obligations under, and to consummate the transactions contemplated in, this Agreement and (B) is duly qualified as a foreign limited partnership to
transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except, in each case, where the failure to so qualify or to
be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect.
 (xii) Authority of the
General Partner . The Company, as general partner of the Operating Partnership (in such capacity, the “ General Partner ”), has the power and authority, as the sole general partner of the Operating Partnership, to cause the
Operating Partnership to enter into and perform the Operating Partnership’s obligations under this Agreement.

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 (xiii) Agreement of Limited Partnership . The Amended and Restated
Agreement of Limited Partnership of the Operating Partnership has been duly authorized by the Company as the General Partner and is a valid and binding agreement of the Company and the Operating Partnership, enforceable against each of the Company
and the Operating Partnership in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or
affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, and, with respect to equitable relief, the discretion of the court before which any proceeding therefor may be brought
(regardless of whether enforcement is sought in a proceeding at law or in equity), and, with respect to rights to indemnity and contribution thereunder, except as rights may be limited by applicable law or policies underlying such law.

 (xiv) Good Standing of Subsidiaries . Each significant subsidiary (as the term is defined in Rule 1-02(w) of Regulation S-X) of the Company (other than the Operating Partnership) has been duly organized and is validly existing in good standing under the
laws of the jurisdiction of its incorporation or organization, has all requisite power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement, the General Disclosure Package and
the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the
failure to so qualify or to be in good standing would not, singly or in the aggregate, result in a Material Adverse Effect. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, all of the outstanding
shares of capital stock of or other equity interests in each significant subsidiary have been duly authorized and validly issued, are fully paid and non-assessable and are owned by the Company, directly or
through other subsidiaries of the Company, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of or other equity interests in any significant subsidiary were
issued in violation of the preemptive or similar rights of any securityholder of such significant subsidiary or any other person or entity.

 (xv) Capitalization . The Company has an authorized capitalization as described in the Prospectus and all of the issued
shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable and conform in all material respects to the description of the Shares contained in
the General Disclosure Package and the Prospectus. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the issued shares of capital stock or other equity interests of each subsidiary
of the Company have been duly and validly authorized and issued, are, with respect to capital stock, fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all
liens, encumbrances, equities or claims.
 (xvi) Listing of Common Stock . The Common Stock has been registered
pursuant to Section 12(b) of the 1934 Act and, as of each Settlement Date, the Shares and any Confirmation Shares (as defined below) will be approved for listing, subject to official notice of issuance, on the New York Stock Exchange (the
“ NYSE ”), and the Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Stock under the 1934 Act or the listing of the Common Stock (including the Shares and any
Confirmation Shares) on the NYSE, nor has the Company received any notification that the Commission or the NYSE is contemplating terminating such registration or listing.

 (xvii) Authorization of this Agreement and Confirmations . This Agreement has been duly authorized, executed and
delivered by the Company and the Operating Partnership. Each Confirmation has been duly authorized and, when executed and delivered by the Company, will constitute a valid and binding obligation of the Company, enforceable in accordance with its
terms.
 (xviii) Authorization and Description of Shares . The Shares have been duly authorized for issuance and sale
by the Company pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth in this Agreement, will be validly issued, fully paid and non-assessable. The issuance of the Shares is not subject to the preemptive or other similar rights of any securityholder of the Company or any other person or entity. The Common Stock conforms to all statements
relating thereto contained in the Registration Statement, the General Disclosure Package and the Prospectus and such statements conform to the rights set forth in the instruments defining the same. No holder of Shares will be subject to personal
liability by reason of being such a holder. Any shares of Common Stock to be delivered by the Company pursuant to any Confirmation (the

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“ Confirmation Shares ”) will have been duly authorized for issuance and sale to the applicable Forward Purchaser or any of its affiliates pursuant to such Confirmation and, when
issued and delivered by the Company in accordance with such Confirmation upon payment of any consideration required by such Confirmation, will be validly issued, fully paid and non-assessable, and the issuance
of such Confirmation Shares will not be subject to any preemptive or similar rights. The issuance, sale and/or delivery by the Company of Confirmation Shares to the applicable Forward Purchaser or any of its affiliates pursuant to the terms of any
Confirmation in accordance with the terms thereof and the delivery by such Forward Purchaser or any of its affiliates of such Confirmation Shares to close out open borrowings of Common Stock created in the course of the hedging activities by such
Forward Purchaser or any of its affiliates relating to such Forward Purchaser’s exposure under such Confirmation do not and will not require registration under the 1933 Act.

 (xix) OP Units . Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus,
(A) no common limited partnership units (the “ OP Units ”) of the Operating Partnership are reserved for any purpose, (B) there are no outstanding securities convertible into or exchangeable for any OP Units, and
(C) there are no outstanding options, rights (preemptive or otherwise) or warrants to purchase or subscribe for OP Units or any other securities of the Operating Partnership.

 (xx) Registration Rights . There are no persons with registration rights or other similar rights to have any securities
registered for sale pursuant to the Registration Statement or otherwise registered for sale or sold by the Company under the 1933 Act pursuant to this Agreement, other than those rights that have been disclosed in the Registration Statement, the
General Disclosure Package and the Prospectus and have been waived.
 (xxi) Absence of Violations, Defaults and
Conflicts . Neither the Company, the Operating Partnership nor any of their respective subsidiaries are (A) in violation of its charter, by-laws or similar organizational documents, (B) in default
in the due performance or observance of any term, obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the
Company, the Operating Partnership or any of their respective subsidiaries are a party or by which it or any of them may be bound or to which any of the properties, assets or operations of the Company, the Operating Partnership or any of their
respective subsidiaries are subject (collectively, “ Agreements and Instruments ”), except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect, or (C) in violation of any law,
statute, rule, regulation, judgment, order, writ or decree of any arbitrator, court, governmental body, regulatory body, administrative agency or other authority, body or agency having jurisdiction over the Company, the Operating Partnership or any
of their respective subsidiaries or any of their respective properties, assets or operations (each, a “ Governmental Entity ”), except for such violations that would not, singly or in the aggregate, result in a Material Adverse
Effect. The execution, delivery and performance of this Agreement and any Confirmation and the consummation of the transactions contemplated herein, therein and in the Registration Statement, the General Disclosure Package and the Prospectus
(including the issuance, sale and delivery of the Shares and any Confirmation Shares and the use of the proceeds from the sale thereof as described therein under the caption “Use of Proceeds”) and compliance by the Company and the
Operating Partnership with their obligations hereunder have been duly authorized by all requisite action and do not and will not, whether with or without the giving of notice or passage of time or both, (x) conflict with or constitute a breach
of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any properties, assets or operations of the Company, the Operating Partnership or any of their respective
subsidiaries pursuant to, the Agreements and Instruments (except as would not, singly or in the aggregate, result in a Material Adverse Effect), or (y) result in any violation of the provisions of the charter,
 by-laws or similar organizational documents of the Company, the Operating Partnership or any of their respective subsidiaries or any law, statute, rule, regulation, judgment, order, writ or decree of any
Governmental Entity. As used herein, a “ Repayment Event ” means any event or condition which gives the holder of any note, debenture or other financing instrument (or any person acting on such holder’s behalf) the right to
require the repurchase, redemption or repayment of all or a portion of the related financing by the Company, the Operating Partnership or any of their respective subsidiaries.

 8

 (xxii) Absence of Labor Disputes . No labor dispute with the employees
of the Company, the Operating Partnership or any of their respective subsidiaries exists or, to the knowledge of the Company or the Operating Partnership, is imminent, and neither the Company nor the Operating Partnership is aware of any existing or
imminent labor disturbance by the employees of any of its or any of its subsidiaries’ principal suppliers, manufacturers, customers or contractors, which could, singly or in the aggregate, result in a Material Adverse Effect.

 (xxiii) Absence of Proceedings . Except as disclosed in the Registration Statement, the General Disclosure Package and
the Prospectus, there is no action, suit, proceeding, inquiry or investigation before or brought by any Governmental Entity now pending, or, to the knowledge of the Company or the Operating Partnership, threatened, against or affecting the Company,
the Operating Partnership or any of their respective subsidiaries, which could, singly or in the aggregate, result in a Material Adverse Effect. The aggregate of all pending legal or governmental proceedings to which the Company, the Operating
Partnership or any of their respective subsidiaries are a party or of which any of their respective properties, assets or operations are the subject which are not described in the Registration Statement, the General Disclosure Package and the
Prospectus, including ordinary routine litigation incidental to the business, would not, singly or in the aggregate, result in a Material Adverse Effect.

 (xxiv) Employee Benefit Plan . Each employee benefit plan, within the meaning of Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended (“ ERISA ”), for which the Company or any member of its “Controlled Group” (defined as any organization which is a member of a controlled group of corporations within
the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “ Code ”)) would have any liability has been maintained in compliance with its terms and the requirements of any applicable statutes, orders,
rules and regulations, including but not limited to, ERISA and the Code, except for such noncompliance, as would not, singly or in the aggregate, have a Material Adverse Effect.

 (xxv) Accuracy of Exhibits . There are no contracts or documents which are required to be described in the Registration
Statement, any preliminary prospectus or the Prospectus or to be filed as exhibits to the Registration Statement which have not been so described and/or filed as required.

 (xxvi) Absence of Further Requirements . No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any Governmental Entity is necessary or required for the Company’s or the Operating Partnership’s due authorization, execution and delivery of, or performance of its obligations under, this
Agreement, any Confirmation or for the offering, issuance, sale or delivery of Shares or Confirmation Shares or the consummation of the transactions contemplated by this Agreement or any Confirmation, except such as have been already obtained
or as may be required under the 1933 Act, the 1933 Act Regulations, the rules of the NYSE, the securities laws of any state or non-U.S. jurisdiction or the rules of Financial Industry Regulatory Authority,
Inc. (“ FINRA ”).
 (xxvii) Possession of Licenses and Permits . The Company, the Operating
Partnership and their respective subsidiaries possess such permits, licenses, approvals, consents and other authorizations (collectively, “ Governmental Licenses ”) issued by the appropriate Governmental Entities necessary to
conduct the business now operated by them, except where the failure to so possess would not, singly or in the aggregate, result in a Material Adverse Effect. Neither the Company, the Operating Partnership nor any of their respective subsidiaries has
received any notice of proceedings relating to the revocation or modification of any Governmental Licenses which, if the subject of an unfavorable decision, ruling or finding, could, singly or in the aggregate, result in a Material Adverse Effect.

 (xxviii) Title to Property . The Company, the Operating Partnership and their respective subsidiaries have good and
marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such
as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made
and proposed to be made of such property by the Company, the Operating Partnership or any of their respective subsidiaries. All of the leases and subleases material to the business of the Company, the Operating Partnership and their respective

 9

subsidiaries, considered as one enterprise, and under which the Company, the Operating Partnership or any of their respective subsidiaries holds properties described in the Registration
Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company, the Operating Partnership nor any such subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to
its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease, except for such claims which, if successfully
asserted against the Company, the Operating Partnership or any of their respective subsidiaries, would not, singly or in the aggregate, have a Material Adverse Effect.

 (xxix) Compliance with Property Laws . Except as disclosed in the Registration Statement, the General Disclosure Package
and the Prospectus, (A) neither the Company, the Operating Partnership nor any of their respective subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning any property, except as would not, singly or
in the aggregate, have a Material Adverse Effect; (B) each of the properties complies with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants, except where the failure to comply would not, singly or in
the aggregate, have a Material Adverse Effect; and (C) neither the Company, the Operating Partnership nor any of their respective subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning
change, and neither the Company, the Operating Partnership nor any of their subsidiaries has received written notice of any such threatened condemnation or zoning change, that, in either case, if consummated, would, singly or in the aggregate, have
a Material Adverse Effect.
 (xxx) No Default Under Leases . Except as disclosed in the Registration Statement, the
General Disclosure Package or the Prospectus, the Company, the Operating Partnership or one of their respective subsidiaries holds the lessor’s interest under the leases with any tenants occupying each property (each, a “Lease” and
collectively, the “ Leases ”); except as would not, singly or in the aggregate, have a Material Adverse Effect, (A) neither the Company, the Operating Partnership nor any of their respective subsidiaries, nor, to the knowledge
of either the Company or the Operating Partnership, any other party to any Lease, is in material breach or default of any such Lease; and (B) to the knowledge of the Company and the Operating Partnership, no event has occurred or has been
threatened in writing, that, with or without the passage of time or the giving of notice, or both, would, singly or in the aggregate, constitute an event of default under any Lease or would permit the termination, modification or acceleration under
such Lease.
 (xxxi) Mortgages . Except as disclosed in the Registration Statement, the General Disclosure Package and
the Prospectus, no mortgages encumbering the properties are or will be: (i) convertible (in the absence of foreclosure) into an equity interest in the entity owning such property or in the Company, the Operating Partnership or any of their
respective subsidiaries; (ii) cross-defaulted to any indebtedness other than indebtedness of the Company, the Operating Partnership or any of their respective subsidiaries; or (iii) cross-collateralized to any property or assets not owned
directly or indirectly by the Company, the Operating Partnership or any of their respective subsidiaries.
 (xxxii)
 Possession of Intellectual Property . The Company, the Operating Partnership and their respective subsidiaries own or possess, or have the right to use through a valid and enforceable license, adequate rights in all intellectual property,
including, without limitation, patents, patent rights, licenses, inventions, copyrights, know how, trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures, trademarks, service marks,
trade names or other intellectual property (collectively, “ Intellectual Property ”) necessary to carry on the business now operated by them, and neither the Company, the Operating Partnership nor any of their respective
subsidiaries have received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property
invalid or inadequate to carry on the business as currently conducted, except as to which invalidity or inadequacy would not, singly or in the aggregate, result in a Material Adverse Effect.

 (xxxiii) Environmental Laws . Except as described in the Registration Statement, the General Disclosure Package and the
Prospectus, or except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company, the Operating Partnership nor any of their respective subsidiaries is in violation of any federal, state, local or
foreign statute, law, rule, regulation, ordinance, code, policy or

 10

rule of common law or any judicial or legally binding administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or
protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or
threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, or asbestos-containing materials or mold (collectively, “ Hazardous Materials ”) or to the
manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “ Environmental Laws ”), (B) the Company, the Operating Partnership and their respective
subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) to the Company’s knowledge, there are no pending or threatened
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Company, the Operating Partnership or
any of their respective subsidiaries and (D) to the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or
remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company, the Operating Partnership or their respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

 (xxxiv) No Undisclosed Relationships . No relationship, direct or indirect, exists between or among the Company, the
Operating Partnership or any of their respective subsidiaries, on the one hand, and the directors, officers, stockholders, or other affiliates of the Company, the Operating Partnership or any of their respective subsidiaries, on the other, that is
required by the 1933 Act or the 1933 Act Regulations to be described in each of the Registration Statement, the General Disclosure Package and the Prospectus and that is not so described therein.

 (xxxv) Accounting Controls and Disclosure Controls . The Company, the Operating Partnership and the significant
subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are
recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific
authorization; (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (E) the interactive data in eXtensible Business
Reporting Language incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus fairly presents the required information in all material respects and is prepared in accordance with the Commission’s
rules and guidelines applicable thereto. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1) no material
weakness in the Company’s internal control over financial reporting (whether or not remediated) and (2) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to
materially affect, the Company’s internal control over financial reporting. Except as has been disclosed to the Agents and the Forward Purchasers, since the end of the Company’s most recent fiscal year, there have been no
significant deficiencies in the Company’s internal control over financial reporting (whether or not remediated). The Company, the Operating Partnership and each of their subsidiaries maintain an effective system of disclosure controls and
procedures (as defined in Rule 13a-15 and Rule 15d-15 of the 1934 Act Regulations) that are designed to ensure that the information required to be disclosed by the
Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and is accumulated and communicated to the
Company’s management, including its principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure.

 (xxxvi) Compliance with the Sarbanes-Oxley Act . The Company has taken all necessary actions to ensure that it is and
will be in compliance in all material respects with all applicable provisions of the Sarbanes-Oxley Act of 2002 and all rules and regulations promulgated thereunder or implementing the provisions thereof that are then in effect.

 11

 (xxxvii) Payment of Taxes . All United States federal income tax
returns of the Company, the Operating Partnership and their respective subsidiaries required by law to be filed have been filed and all taxes shown by such returns or otherwise assessed, which are due and payable, have been paid, except assessments
against which appeals have been or will be promptly taken and as to which adequate reserves have been provided. The United States federal income tax returns of the Company, the Operating Partnership and their respective subsidiaries (to the extent
any such subsidiary is required by law to file a United States federal income tax return) through the fiscal year ended December 31, 2024 have been filed and no assessment in connection therewith has been made against the Company, the Operating
Partnership or any of their respective subsidiaries. The Company, the Operating Partnership and their respective subsidiaries have filed all other tax returns that are required to have been filed by them pursuant to applicable foreign, state, local
or other law except insofar as the failure to file such returns would not, singly or in the aggregate, result in a Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any assessment received by the Company,
the Operating Partnership or any of their respective subsidiaries, except for such taxes, if any, as are being contested in good faith and as to which adequate reserves have been established by the Company. The charges, accruals and reserves on the
books of the Company in respect of any income and corporation tax liability for any years not finally determined are adequate to meet any assessments or re-assessments for additional income tax for any years
not finally determined, except to the extent of any inadequacy that would not, singly or in the aggregate, result in a Material Adverse Effect.

 (xxxviii) Insurance . Each of the Company, the Operating Partnership and their respective subsidiaries carry or are
entitled to the benefits of insurance, with financially sound and reputable insurers, in such amounts and covering such risks as is generally maintained by companies of established repute engaged in the same or similar business and all such
insurance is in full force and effect. Each of the Company and the Operating Partnership has no reason to believe that it or any of their respective subsidiaries will not be able (A) to renew, if desired, its existing insurance coverage as and
when such policies expire or (B) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not, singly or in the aggregate, result in a Material
Adverse Effect.
 (xxxix) Investment Company Act . Neither the Company nor the Operating Partnership is required, and
upon the issuance and sale of the Shares and any Confirmation Shares as contemplated herein and the application of the net proceeds therefrom as described in the Registration Statement, the General Disclosure Package and the Prospectus will not be
required, to register as an “investment company” under the Investment Company Act of 1940, as amended.
 (xl)
 REIT Status . The Company has made a timely election to be subject to tax as a real estate investment trust (“ REIT ”) pursuant to Sections 856 through 860 of the Code, for its taxable year ended December 31, 2024.
Commencing with its taxable year ended December 31, 2024, the Company has been organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and the Company’s current organization
and its proposed method of tax operation does and will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code. All statements regarding the Company’s qualification and taxation as a REIT and
descriptions of the Company’s organization and proposed method of operation (inasmuch as they relate to the Company’s qualification and taxation as a REIT) set forth in the Registration Statement, the Prospectus and the General
Disclosure Package or any amendment or supplement thereto are accurate summaries of the legal or tax matters described therein in all material respects.

 (xli) Absence of Manipulation . Neither the Company, the Operating Partnership nor any affiliate of the Company or the
Operating Partnership has taken, nor will the Company, the Operating Partnership or any such affiliate take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization
or manipulation of the price of any security of the Company to facilitate the sale or resale of any Shares or to result in a violation of Regulation M under the 1934 Act.

 12

 (xlii) Foreign Corrupt Practices Act . None of the Company, the
Operating Partnership, any of their respective subsidiaries, or any director, officer or employee thereof, or, to the knowledge of the Company or the Operating Partnership, any agent, affiliate or other person associated with or acting on behalf of
the Company, the Operating Partnership or any of their respective subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of either (A) the Foreign Corrupt Practices Act of
1977, as amended, and the rules and regulations thereunder (the “ FCPA ”), including, without limitation, making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of an offer, payment,
promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any “foreign official” (as such term is defined in the FCPA) or any foreign
political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or (B) the U.K. Bribery Act 2010 (the “ Bribery Act ”), and the Company, the Operating Partnership, their
respective subsidiaries and, to the knowledge of the Company and the Operating Partnership, its other affiliates have conducted their businesses in compliance with the FCPA and the Bribery Act and have instituted and maintain policies and procedures
reasonably designed to promote compliance therewith.
 (xliii) Money Laundering Laws . The operations of the Company,
the Operating Partnership and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as
amended, the applicable money laundering statutes of all jurisdictions where the Company, the Operating Partnership or their respective subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any Governmental Entity (collectively, the “ Anti-Money Laundering Laws ”). No action, suit or proceeding by or before any Governmental Entity involving the Company, the Operating
Partnership or any of their respective subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company or the Operating Partnership, threatened.

 (xliv) OFAC . (A) None of the Company, the Operating Partnership, any of their respective subsidiaries, or any
director, officer or employee thereof, or, to the knowledge of the Company or the Operating Partnership, any agent, affiliate or other person associated with or acting on behalf of the Company, the Operating Partnership or any of their respective
subsidiaries is an individual or entity (“ Person ”) that is, or is owned or controlled by one or more Persons that are (x) currently the subject or target of any sanctions administered or enforced by the United States
Government (including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control), the United Nations Security Council, the European Union, the United Kingdom (including His Majesty’s Treasury), or other
relevant sanctions authority (collectively, “ Sanctions ”) or (y) located, organized or resident in a country or territory that is the subject or the target of Sanctions (as of the date hereof, including, but not limited to,
Cuba, Iran, North Korea and the Crimea region of Ukraine, the so-called Donetsk People’s Republic and Luhansk regions of Ukraine, the non-government controlled
areas of the Zaporizhzhia and Kherson regions of Ukraine and any other Covered Region of Ukraine identified pursuant to Executive Order 14065) (each, a “ Sanctioned Country ”); (B) the Company and the Operating Partnership will not,
directly or indirectly, use the proceeds of the sale of the Shares or any Confirmation Shares, or lend, contribute or otherwise make available such proceeds to any of their respective subsidiaries, joint venture partners or other Persons,
(x) to fund or facilitate any activities of or business with any Person or in any country or territory, that, at the time of such funding or facilitation, is or whose government is the subject or the target of Sanctions, (y) to fund or
facilitate any money laundering or terrorist financing activities or (z) in any other manner that will result in a violation of the FCPA, the Bribery Act and any Anti-Money Laundering Laws or Sanctions by any Person (including any Person
participating in the transaction, whether as agent, underwriter, advisor, investor or otherwise); and (C) since October 1, 2024 (the date of the Company’s spin-off), the Company, the Operating
Partnership and any of their respective subsidiaries have not engaged in, are not now knowingly engaged in, and will not knowingly engage in, any dealings or transactions with any Person that at the time of the dealing or transaction is or was the
subject or the target of Sanctions or with any Sanctioned Country.
 (xlv) No Prohibition on Distributions . Except
pursuant to the terms of the indebtedness described in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, (i) the Company is not prohibited, directly or indirectly, from making any distributions to
its stockholders, (ii) the Operating Partnership is not prohibited, directly or indirectly, from paying any distributions to the Company to the extent permitted by applicable law, from making any other distribution on the Operating
Partnership’s partnership interests, or from repaying the Company for any loans or advances made by the Company to the

 13

Operating Partnership, and (iii) no other subsidiary of either the Company or the Operating Partnership is currently prohibited from paying any dividends or distributions directly or
indirectly to the Company or the Operating Partnership, from making any other distribution on such subsidiary’s capital stock or other equity interests, from repaying, directly or indirectly, to the Company or the Operating Partnership any
loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s property or assets directly or indirectly to the Company, the Operating Partnership or any other subsidiary of the Company or the Operating
Partnership.
 (xlvi) No Commissions . Neither the Company, the Operating Partnership nor any of their respective
subsidiaries are a party to any contract, agreement or understanding with any person (other than as contemplated by this Agreement) that would give rise to a valid claim against the Company, the Operating Partnership or any of their respective
subsidiaries, the Agents or the Forward Purchasers for a brokerage commission, finder’s fee or like payment in connection with the offering, sale and delivery of any Shares or any Confirmation Shares.

 (xlvii) Statistical and Market-Related Data . Any statistical and market-related data included in the Registration
Statement, the General Disclosure Package or the Prospectus are based on or derived from sources that the Company and the Operating Partnership believe, after reasonable inquiry, to be reliable and accurate in all material respects, and, to the
extent required, the Company has obtained the written consent to the use of such data from such sources.
 (xlviii)
 Actively-Traded Security . The Common Stock is an “actively-traded security” exempted from the requirements of Rule 101 of Regulation M under the 1934 Act by subsection (c)(1) of such rule.

 (xlix) Reservation of Shares and Confirmation Shares . The Company has reserved and has available, and will reserve and
keep available at all times, free of preemptive rights, the maximum number of authorized and unissued shares of Common Stock necessary to satisfy the Company’s obligations to issue Shares and Confirmation Shares pursuant to this Agreement, any
Confirmations and any Terms Agreements.
 (l) Cybersecurity . Except as disclosed in the Registration Statement,
General Disclosure Package and the Prospectus: (A) to the knowledge of the Company and the Operating Partnership, there has been no security breach or incident, unauthorized access or disclosure, or other compromise of the Company’s, the
Operating Partnership’s or their respective subsidiaries’ information technology and computer systems, networks, hardware, software, data and databases (including the data and information of their respective customers, employees,
suppliers, vendors and any third party data maintained, processed or stored by the Company, the Operating Partnership and their respective subsidiaries, and any such data processed or stored by third parties on behalf of the Company, the Operating
Partnership and their respective subsidiaries), equipment or technology (collectively, “ IT Systems and Data ”); (B) neither the Company, the Operating Partnership nor their respective subsidiaries have been notified of, and have no
knowledge of any event or condition that would result in, any security breach or incident, unauthorized access or disclosure or other compromise to their IT Systems and Data; and (C) the Company, the Operating Partnership and their respective
subsidiaries have implemented reasonable and appropriate controls, policies, procedures, and technological safeguards to maintain and protect the integrity, continuous operation, redundancy and security of their IT Systems and Data reasonably
consistent with industry standards and practices, or as required by applicable regulatory standards, except with respect to clauses (A) and (B), for any such security breach or incident, unauthorized access or disclosure, or other compromises,
as would not have a Material Adverse Effect on the Company, the Operating Partnership and their respective subsidiaries, in the aggregate, or with respect to clause (C), where the failure to do so would not, singly or in the aggregate, have a
Material Adverse Effect. Except as would not have a Material Adverse Effect on the Company, the Operating Partnership and their respective subsidiaries, taken in the aggregate, the Company, the Operating Partnership and their respective subsidiaries
are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the
privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification.

 14

 Any certificate signed by any officer or other authorized signatory of the Company or the
Operating Partnership or any of their respective subsidiaries and delivered to the Agents, the Forward Purchasers or to counsel for the Agents and the Forward Purchasers shall be deemed a representation and warranty by the Company or the Operating
Partnership or such subsidiary, as applicable, to the Agents and the Forward Purchasers as to the matters covered thereby.

 Section 2. Sale and Delivery of Shares.

 (a) Subject to the terms and conditions set forth herein, the Company agrees to (i) issue and sell Shares through the applicable Agent
acting as sales agent of the Company or directly to the applicable Agent or Agents acting as principal(s) from time to time or (ii) enter into a Confirmation with any Forward Purchaser and, in consultation with such Forward Purchaser and its
related Agent (which shall be either the same entity as such Forward Purchaser or an affiliate of such Forward Purchaser), instruct such Agent, acting as forward seller on behalf of such Forward Purchaser, to offer and sell the Shares borrowed by
such Forward Purchaser from third parties as contemplated by such Confirmation. Sales of the Shares, if any, through an Agent acting as sales agent of the Company, directly to an Agent acting as principal or as forward seller on behalf of any
Forward Purchaser will be made in (1) negotiated transactions, which may include block trades, as the Company and such Agent may agree or (2) “at-the-market” offerings (as defined in Rule 415 under the 1933 Act Regulations) by means
of ordinary brokers’ transactions on the NYSE or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices, by privately negotiated transactions (including block sales) or
by any other methods permitted by applicable law; provided, however , that, except in the case of a Non-Market Hours Block Transaction (as defined below), such sales are only permitted to be executed
between 9:30 a.m. New York City time and 4:00 p.m. New York City time (“ Market Hours ”), including sales made directly on the NYSE, sales made to or through market makers and sales made through other securities exchanges or
electronic communications networks. Sales of Shares, if any, purchased by an Agent as principal will be made as provided in the applicable Terms Agreement and the applicable pricing supplement prepared in connection with the offering of those
Shares.
 (b) The Shares are to be sold to an Agent, as sales agent of the Company, or as forward seller, on any day (other than a day on
which the NYSE is scheduled to close prior to its regular weekday closing time) (each, a “ Trading Day ”) on which (i) the Company has instructed such Agent, as sales agent of the Company or forward seller, to make such sales,
(ii) the Company has satisfied its covenants and conditions specified in Sections 4 and 5 hereof, (iii) the respective Agent has agreed to act as Agent with respect to such sales and (iv) if such Shares are to be sold by such Agent as
forward seller, the Company shall have entered into a Confirmation with the applicable Forward Purchaser. During Market Hours on any Trading Day, the Company may instruct only one Agent, as sales agent of the Company or as forward seller, to offer
and sell Shares, and, if it determines to do so, shall instruct the applicable Agent by telephone (confirmed promptly by facsimile transmission or email, which confirmation will be promptly acknowledged by such Agent and any applicable Forward
Purchaser) as to the maximum number of Shares to be sold on such Trading Day and the minimum price per Share at which such Shares may be sold; provided, however , that such prohibition on the instruction of more than one Agent during Market
Hours on any Trading Day shall not apply to or prohibit the appointment of (A) the same Agent that was previously instructed on such Trading Day or (B) a second Agent (in either case, a “ Second Agent / Forward Seller ”),
so long as a Second Agent / Forward Seller is only executing a block sale transaction before or after Market Hours on such Trading Day (such block sale transaction, a “ Non-Market Hours Block
Transaction ”). Such instruction shall also specify whether such Shares will be borrowed by a Forward Purchaser and sold through the applicable Agent, as forward seller, in connection with hedging a forward stock purchase transaction
pursuant to a Confirmation in accordance with clause (ii) of the paragraph above. Subject to the terms and conditions specified herein (including, without limitation, the accuracy of the representations and warranties of the Company, the
performance by the Company of its covenants and other obligations, contained herein and the satisfaction of the additional conditions specified in Section 5 hereof), upon delivery of the Company’s instruction, such Agent shall use its
commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell all of the Shares so designated by the Company as sales agent in accordance with such instruction. On any Trading
Day, the Company shall give at least one business day’s prior written notice by telecopy or email to the Agents and (if applicable) Forward Purchasers as to any change of the Agent or Forward Purchaser through whom sales of Shares will be
made. For the avoidance of doubt, the foregoing limitation shall not apply to sales solely to employees or security holders of the Company, the Operating Partnership or their respective subsidiaries or to a trustee or other person acquiring Shares
for the accounts of such persons in which any Agent is acting for the Company in a capacity other than as Agent under this Agreement. The Company, the Agents

 15

and Forward Purchasers each acknowledge and agree that (A) there can be no assurance that any Agent will be successful in selling any Shares, (B) the Agents (whether acting on behalf of
the Company or as forward seller on behalf of the related Forward Purchaser) will not incur any liability or obligation to the Company if they fail to sell Shares for any reason other than a failure to use their respective commercially reasonable
efforts, consistent with their normal trading and sales practices and applicable law and regulations, to sell such Shares as required by this Agreement and (C) no Agent or Forward Purchaser shall incur any liability for not borrowing, offering
or selling any Shares as a result of the circumstances set forth in clause (i) or (ii) of Section 2(k). In addition to the foregoing, any sale instruction to Nomura Securities International, Inc., as forward seller, is also subject to
acceptance by BTIG, LLC, and such sale instruction shall not be effective against Nomura Securities International, Inc. until accepted by both Nomura Securities International, Inc. and BTIG, LLC. Such sale instruction, for the avoidance of doubt,
may be accepted or rejected by Nomura Securities International, Inc. or BTIG, LLC, in its sole discretion. Notwithstanding anything to the contrary in this Agreement, any Agent may decline, for any reason in its sole discretion, to act as sales
agent for the Company hereunder with respect to one or more sets of Company instructions for the sale of the Shares.
 (c) The Company or
the applicable Agent through whom the sale of Shares are to be made as sales agent or forward seller on any Trading Day may, upon notice to the other party by telephone (confirmed promptly by telecopy or email, which confirmation will be promptly
acknowledged by the receiving party), suspend the offering of Shares with respect to which such Agent is acting as sales agent or forward seller for any reason and at any time; provided, however , that such suspension shall not affect or
impair either parties’ respective obligations with respect to the Shares sold, or with respect to Shares that the Company has agreed to sell, hereunder prior to the giving of such notice.

 (d) The gross sales price of any Shares sold pursuant to this Agreement by the applicable Agent acting as sales agent of the Company shall be
equal to, in the discretion of such Agent but subject to the specific instructions of the Company, the market price prevailing at the time of sale for the Shares sold by such Agent on the NYSE or otherwise, at prices related to prevailing market
prices or at negotiated prices. The compensation payable to an Agent for sales of Shares with respect to which such Agent acts as sales agent shall be at a mutually agreed rate, up to 2.00% of the gross sales price for such Shares. For the avoidance
of doubt, the compensation payable to such Agent acting as forward seller for sales of Shares shall be deemed paid through the agreed upon percentage under the “Initial Forward Price” under the applicable Confirmation. The remaining
proceeds, after further deduction for any transaction fees, transfer taxes or similar taxes or fees imposed by any Governmental Entity or self-regulatory organization in respect of such sales, shall constitute the net proceeds for such sales (the
“ Net Proceeds ”). The applicable Agent shall notify the Company as promptly as practicable if any deduction referenced in the preceding sentence will be made. Notwithstanding the foregoing, in the event the Company engages an Agent
as sales agent for the sale of Shares that would constitute a “distribution” within the meaning of Rule 100 of Regulation M under the 1934 Act, the Company and such Agent and, in the case of Shares being sold for a Forward Purchaser,
such Forward Purchaser, will agree to compensation for such Agent that is customary for such sales.
 (e) If acting as sales agent
hereunder, the applicable Agent shall provide written confirmation to the Company following the close of trading on the NYSE on each Trading Day on which Shares are sold under this Agreement setting forth the number of Shares sold on such day, the
aggregate gross sales proceeds of the Shares, the aggregate Net Proceeds to the Company or the applicable Forward Purchaser, as applicable, and the aggregate compensation payable by the Company to such Agent with respect to such sales.

 (f) Under no circumstances shall the aggregate gross sales price or number, as the case may be, of Shares offered or sold pursuant to this
Agreement, or which are the subject of instructions to an Agent as sales agent pursuant to Section 2(b) hereof, exceed the aggregate gross sales price or number, as the case may be, of Shares (i) referred to in the preamble paragraph of
this Agreement, as reduced by prior sales of Shares under this Agreement, (ii) available for sale under the Registration Statement or (iii) duly authorized from time to time to be issued and sold under this Agreement by the Company or
approved for listing on the NYSE. In addition, under no circumstances shall any Shares with respect to which the Agent acts as sales agent be offered or sold, or be the subject of instructions to an Agent as sales agent pursuant to Section 2(b)
hereof, at a price lower than the minimum price therefor duly authorized from time to time by the Company and notified to the Agents in writing. The Agents shall have no responsibility for maintaining records with respect to Shares available for
sale under the Registration Statement or for determining the aggregate gross sales price, number or minimum price of Shares duly authorized by the Company.

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 (g) Settlement for sales of Shares will occur on the first business day that is also a
Trading Day following the trade date on which such sales are made, unless another date shall be agreed to in writing by the Company and the applicable Agents (each such day, a “ Settlement Date ”). On each Settlement Date for the
sale of Shares through an Agent as sales agent, such Shares shall be delivered by the Company or the Forward Purchaser, as applicable, to such Agent in book-entry form to such Agent’s account at The Depository Trust Company against payment by
such Agent of the Net Proceeds from the sale of such Shares in same day funds delivered to an account designated by the Company, or such Forward Purchaser, as applicable. If the Company shall default on its obligation to deliver Shares through an
Agent as sales agent of the Company on any Settlement Date, the Company shall (i) indemnify and hold such Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) pay such Agent
any commission to which it would otherwise be entitled absent such default.
 (h) Notwithstanding any other provision of this Agreement, the
Company shall not offer or sell, or instruct an Agent to offer or sell, any Shares through an Agent as sales agent or forward seller (and, by notice to the applicable Agent(s) given by telephone (confirmed promptly by telecopy or email), shall
cancel any instructions for any such offer or sale of any Shares prior to the commencement of the periods referenced below), and the applicable Agents shall not be obligated to make any such offer or sale of Shares, and the Company shall not enter
into any Confirmation or any Terms Agreement (i) during any period in which the Company is, or could reasonably be deemed to be, in possession of material non-public information or (ii) except as
provided in Section 2(i) hereof, at any time during the period commencing on the 10 th business day prior to the time the Company issues a press release containing, or shall otherwise publicly
announce, its earnings, revenues or other operating results for a fiscal period or periods (each, an “ Earnings Announcement ”) through and including the time that is 24 hours after the time that the Company files a Quarterly Report
on Form 10-Q or an Annual Report on Form 10-K (a “ Filing Time ”) that includes consolidated financial statements as of and for the same fiscal period
or periods, as the case may be, covered by such Earnings Announcement.
 (i) Notwithstanding clause (ii) of Section 2(h) hereof,
if the Company wishes to offer or sell Shares to an Agent as sales agent or forward seller at any time during the period from and including an Earnings Announcement through and including the corresponding Filing Time, the Company shall first
(i) prepare and deliver to such Agent and the applicable Forward Purchaser (with a copy to counsel for the Agents and the Forward Purchasers) a draft of a Current Report on Form 8-K that includes
substantially the same financial and related information (together with management’s discussion and analysis thereof) that was included in such Earnings Announcement (other than any earnings projections and similar forward-looking data and
officers’ quotations) (each, an “ Earnings 8-K ”), in form and substance reasonably satisfactory to such Agent and Forward Purchaser, and, prior to its filing, obtain the written consent
of such Agent and Forward Purchaser to such filing (which consent shall not be unreasonably withheld or delayed), (ii) provide such Agent and Forward Purchaser with the officers’ certificate, opinions and letters of counsel and
accountant’s letter specified in Section 3(o), (p) and (q), respectively, hereof, (iii) afford such Agent and Forward Purchaser the opportunity to conduct a due diligence review in accordance with Section 3(t) hereof prior to
filing such Earnings 8-K and (iv) file such Earnings 8-K with the Commission. For purposes of clarity, the parties hereto agree that (A) the delivery of any
officers’ certificate, opinion or letter of counsel or accountant’s letter pursuant to this Section 2(i) shall not relieve the Company from any of its obligations under this Agreement with respect to any Quarterly Report on Form 10-Q or Annual Report on Form 10-K, as the case may be, including, without limitation, the obligation to deliver officers’ certificates, opinions and letters of counsel
and accountant’s letters as provided in Section 3(o), (p) and (q), respectively, hereof, and (B) this Section 2(i) shall in no way affect or limit the operation of clause (i) of Section 2(h) hereof, which shall have
independent application.
 (j) The Agents shall not have any obligation to purchase Shares as principal, whether from the Company or
otherwise, unless the Company and the applicable Agents agree as set forth below. Shares purchased from the Company by the applicable Agents, individually or in a syndicate, as principal shall be made in accordance with terms agreed upon between
such Agents and the Company as evidenced by a Terms Agreement. The applicable Agents’ commitment to purchase Shares from the Company as principal shall be deemed to have been made on the basis of the accuracy of the representations and
warranties of the Company, and performance by the Company of its covenants and other obligations, herein contained and shall be subject to the terms and conditions herein set forth. At the time of each Terms Agreement, the applicable Agents shall
specify the requirements, if any, for the officers’ certificate, opinions and letters of counsel and accountant’s letter pursuant to Section 3(o), (p) and (q), respectively, hereof. In the event of a conflict between the terms of
this Agreement and a Terms Agreement, the terms of such Terms Agreement shall control.

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 (k) As set out in the Confirmations and notwithstanding anything herein to the contrary, in
the event that either (i) a Forward Purchaser is unable to borrow and deliver any Shares for sale under this Agreement pursuant to the terms of such Confirmation, or (ii) in the commercially reasonable judgment of a Forward Purchaser, it
is either impracticable to do so or the Forward Purchaser would incur a stock loan cost that is equal to or greater than the rate per annum set forth in the applicable Supplemental Confirmation, then the applicable Agent, as forward seller, shall be
obligated to use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable law and regulations, to sell only the aggregate number of Shares that such Forward Purchaser is able to, and that in the
commercially reasonable judgment of such Forward Purchaser it is practicable to, so borrow below such cost. For the avoidance of doubt, any obligation hereunder with respect to the borrowing of or offer or sale of any Shares in connection with a
forward stock purchase transaction shall be subject to the related Confirmation being effective and not having been terminated.

 Section 3. Covenants. The Company agrees with the Agents and the Forward Purchasers as follows:

 (a) Compliance with Securities Regulations and Commission Requests . The Company, subject to Section 3(b) and 3(c) hereof, will
comply with the requirements of Rule 430B, and will notify the Agents and the Forward Purchasers as soon as reasonably possible, and confirm the notice in writing, (i) when any post-effective amendment to the Registration Statement (other than
as a result of the Company’s filing of its Annual Report on Form 10-K) or any new registration statement relating to the Shares shall become effective or any amendment or supplement to the Prospectus
shall have been filed (other than an amendment or supplement providing solely for the determination of the terms of an offering of securities unless related to an offering of Shares, as to which the Company will only be obligated to notify the
applicable Agents and Forward Purchasers), (ii) of the receipt of any comments from the Commission related to the Registration Statement or any document incorporated or deemed to be incorporated by reference therein, (iii) of any request by the
Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus, including any document incorporated by reference therein, or for additional information, (iv) of the issuance by the Commission of any
stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any notice of objection to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) or
of the issuance of any order preventing or suspending the use of any preliminary prospectus or the Prospectus or any amendment or supplement thereto, or of the suspension of the qualification of any Shares for offering or sale in any jurisdiction,
or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(d) or 8(e) of the 1933 Act concerning the Registration Statement and (v) if the Company becomes the subject of a
proceeding under Section 8A of the 1933 Act in connection with any offering of Shares. In connection with a Terms Agreement, the Company will prepare and file with the Commission, subject to Section 3(c) hereof, a pricing supplement with
respect to the offer and sale of Shares covered by such Terms Agreement. The Company will effect all filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will
take such steps as it deems necessary to ascertain promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for filing by the Commission and, in the event that it was not, it will promptly file such prospectus.
The Company will make reasonable efforts to prevent the issuance of any stop, prevention or suspension order and, if any such order is issued, to obtain the lifting thereof as soon as reasonably possible. In the event of any issuance of a notice of
objection, by the Commission, the Company shall use its reasonable best efforts to permit offers and sales of Shares by or through the Agents, including, without limitation, amending the Registration Statement or filing a new shelf registration
statement relating thereto. The Company shall pay the required Commission filing fees relating to the Shares prior to the time the initial Prospectus Supplement is filed with the Commission or the time any subsequent Prospectus Supplement that
increases the gross offering price or number of Shares that may be offered and sold under this Agreement from that referenced in the immediately preceding Prospectus Supplement filed with the Commission.

 (b) Continued Compliance with Securities Laws . The Company will comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the
1934 Act Regulations so as to permit the completion of sales of Shares and Confirmation Shares as contemplated in this Agreement and any Confirmation and in the Registration Statement, the General Disclosure Package and the Prospectus. If any event
shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents and Forward Purchasers or counsel to the Company, to (i) amend the Registration Statement in order that the
Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) amend or supplement the General
Disclosure Package or the Prospectus in order that the

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General Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the General Disclosure Package or the Prospectus, as the
case may be, including, without limitation, by the filing of any document incorporated by reference therein, in order to comply with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations, the Company
will promptly (A) give the Agents and Forward Purchasers or, in the case of an offer and sale of Shares to the applicable Agents as principal, such Agents written notice of such event or condition, (B) prepare any amendment or supplement
as may be necessary to correct such statement or omission or to comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Agents and Forward Purchasers or such Agents, as the case may be, with
copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement and use its reasonable best efforts to have any amendment to the Registration Statement declared effective by the Commission as soon as
possible if the Company is no longer eligible to file an automatic shelf registration statement; provided, however , that the Company shall not file or use any such amendment or supplement to which the Agents and Forward Purchasers or such
Agents, as the case may be, or counsel for the Agents and Forward Purchasers shall reasonably object.
 (c) Filing or Use of Amendments
and Supplements . The Company will give the Agents and Forward Purchasers or, in the case of an offer and sale of Shares to the applicable Agents as principal, such Agents written notice of its intention to file or use (i) any amendment to
the Registration Statement or any amendment or supplement to the General Disclosure Package or the Prospectus (other than an amendment or supplement thereto relating solely to the offering of securities unless related to an offering of Shares),
whether pursuant to the 1933 Act, the 1934 Act or otherwise, (ii) any new Prospectus Supplement that includes information in addition to the information referred to in Section 3(n) hereof or (iii) a pricing supplement disclosing the
offer and sale of Shares covered by a Terms Agreement, will furnish the Agents and Forward Purchasers or such Agents, as the case may be, with copies of any such document a reasonable amount of time prior to such proposed filing or use, as the case
may be, and will not file or use any such document to which the Agents and Forward Purchasers or such Agents, as the case may be, or counsel for the Agents and Forward Purchasers shall reasonably object.

 (d) Delivery of Registration Statements . The Company has furnished or will deliver to the Agents, Forward Purchasers and counsel for the
Agents and Forward Purchasers, without charge, upon written request, signed copies of the Registration Statement as originally filed and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents
incorporated or deemed to be incorporated by reference therein) and signed copies of all consents and certificates of experts. The signed copies of the Registration Statement and each amendment thereto furnished to the Agents and counsel for the
Agents will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

 (e) Delivery of Prospectuses . The Company will furnish to the Agents and Forward Purchasers or, in the case of an offer and sale of
Shares to the applicable Agents as principal, such Agents, without charge, upon execution of this Agreement and thereafter during the period in which a prospectus is (or, but for the exception afforded by Rule 172 of the 1933 Act Regulations
(“ Rule 172 ”), would be) required by the 1933 Act to be delivered in connection with any offer or sale of Shares, such number of copies of the Prospectus (as amended or supplemented) as the Agents and Forward Purchasers or such
Agents, as the case may be, may reasonably request. The Company will also furnish, upon request of the Agents and Forward Purchasers or such Agents, as the case may be, copies of the Prospectus (as amended or supplemented) to each exchange or market
on which sales of Shares were made as may be required by the rules and regulations of such exchange or market. The Prospectus and any amendments or supplements thereto furnished in accordance with this Section will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

 (f) Reporting Requirements . The Company, during the period in which a prospectus is (or, but for the exception afforded by Rule 172,
would be) required by the 1933 Act to be delivered in connection with any offer or sale of Shares, will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods prescribed by, and meeting the
requirements of, the 1934 Act and the 1934 Act Regulations. Additionally, the Company shall report the use of the net proceeds from the sale of any Shares as may be required under the 1933 Act and the 1933 Act Regulations, including, if applicable,
Rule 463 of the 1933 Act Regulations.

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 (g) Blue Sky Qualifications . The Company will use its commercially reasonable
efforts, in cooperation with the Agents and Forward Purchasers or, in the case of an offer and sale of Shares to the applicable Agents as principal, such Agents to qualify the Shares and any Confirmation Shares for offering and sale under the
applicable securities laws of such states and non-U.S. jurisdictions as the Agents and Forward Purchasers or such Agents, as the case may be, may, from time to time, reasonably designate and to maintain such
qualifications in effect so long as required to complete the sale of the Shares contemplated by this Agreement or the issuance, sale and delivery of any Confirmation Shares pursuant to any Confirmation; provided, however , that the Company
shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or not already so subject or to subject itself to
taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject.
 (h) Earnings Statement . The
Company will timely file such reports pursuant to the 1934 Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for the purposes of, and to provide to the Agents the benefits
contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
 (i) Use of Proceeds . The Company will use the net
proceeds received by it from the sale of the Shares pursuant to this Agreement and the sale of any Confirmation Shares pursuant to any Confirmation in the manner specified in the Registration Statement, the General Disclosure Package and the
Prospectus under “Use of Proceeds.”
 (j) Listing . The Company will use its reasonable best efforts to effect and
maintain the listing of the Shares and any Confirmation Shares on, and satisfy the requirements of, the NYSE.
 (k) Notice of Certain
Actions . During each period commencing on the date on which the Company provides sales instructions to an Agent and ending after the close of business on the Settlement Date for the related transaction, the Company will not, without the prior
written consent of the Agents, unless it gives the Agents and the Forward Purchasers at least three business days’ prior written notice, (i) directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common
Stock or file any registration statement under the 1933 Act with respect to any of the foregoing (other than a registration statement on Form S-8, a new “shelf” registration statement on Form S-3, or any amendments or supplements to existing registration statements on Form S-3, or any new registration statements on Form S-3
in replacement thereof or pursuant to registration requirements of the Company in existence on the date hereof) or (ii) enter into any swap or any other agreement or transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Common Stock, whether any such swap, agreement or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The
foregoing sentence shall not apply to (A) the Shares to be sold pursuant to this Agreement or any related Terms Agreement, (B) any shares of Common Stock issued by the Company upon the exercise of an option or warrant or the conversion or
exchange of a security outstanding on the date hereof and referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant
to employee stock plans or employee benefit plans of the Company referred to in the Registration Statement, the General Disclosure Package and the Prospectus, (D) any shares of Common Stock issued pursuant to any
 non-employee director stock plan or dividend reinvestment plan referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (E) any Confirmation Shares issued and sold
pursuant to any Confirmation. Upon receipt of any written notice contemplated above, an Agent or Forward Purchaser may suspend its activity under this Agreement for such period of time as deemed appropriate by such Agent or Forward Purchaser.

 (l) Issuer Free Writing Prospectuses . The Company agrees that, unless it obtains the prior written consent of the applicable Agents and
Forward Purchasers, it will not make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by
the Company with the Commission or retained by the Company under Rule 433. The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to by the applicable Agents and Forward Purchasers as an
“issuer free writing prospectus,” as defined in Rule 433, and that it will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record
keeping. If at any time following issuance of an Issuer Free Writing

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Prospectus any event shall occur or condition shall exist as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration
Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the
circumstances existing at that subsequent time, not misleading, the Company will promptly notify the applicable Agents and Forward Purchasers and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate
or correct such conflict, untrue statement or omission.
 (m) No Stabilization or Manipulation . The Company agrees that neither it
nor any controlled affiliate of the Company will take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of any Shares or to result in a violation of Regulation M under the 1934 Act.
 (n) Update of
Activity under this Agreement . The Company shall disclose (i) in each Annual Report on Form 10-K or Quarterly Report on Form 10-Q filed by the Company in
respect of any fiscal quarterly period (which, in the case of an Annual Report on Form 10-K, would mean the last quarterly period of the fiscal year) in which sales of Shares were made by or through an Agent
under this Agreement or any sales or deliveries of Confirmation Shares were made pursuant to any Confirmation (each date on which any such document or amendment thereto is filed, a “ Company Periodic Report Date ”), or (ii) to
the extent required by applicable law and/or interpretations of the Commission, in Prospectus Supplements for each such fiscal quarterly period, the number of Shares sold by or through the Agents under this Agreement and the number of Confirmation
Shares sold or delivered pursuant to any Confirmation during such fiscal quarterly period and the net proceeds received by the Company, together with any other information that the Company reasonably believes is required to comply with the 1933 Act
and the 1934 Act.
 (o) Delivery of Future Officers’ Certificates . Upon commencement of the offering of Shares under this
Agreement, (A) each time Shares are delivered to the applicable Agents as principal on a Settlement Date, (B) promptly after each (i) date on which the Registration Statement shall be amended or a new registration statement relating
to the Shares shall become effective or the Prospectus shall be amended or supplemented (other than (1) by an amendment or supplement providing solely for the determination of the terms of securities, including the Shares, (2) in
connection with the filing of a Prospectus Supplement that contains solely the information referred to in Section 3(n) hereof, or (3) in connection with the filing of any Current Report on Form 8-K
(other than an Earnings 8-K and any other Current Report on Form 8-K which contains financial statements, supporting schedules or other financial data, including any
Current Report on Form 8-K under Item 2.02 of such form that is considered “filed” under the 1934 Act)) (each such date, a “ Registration Statement Amendment Date ”), (ii) date on
which an Earnings 8-K shall be filed with the Commission as contemplated by Section 2(i) hereof (a “ Company Earnings Report Date ”) and (iii) Company Periodic Report Date, and
(C) promptly after each reasonable request by the Agents or Forward Purchasers (each date of any such request by the Agents or Forward Purchasers, a “ Request Date ”), the Company will furnish or cause to be furnished to the
Agents and Forward Purchasers or, in the case of clause (A) above, the applicable Agents, an officers’ certificate, dated such Settlement Date, such Registration Statement Amendment Date, such Company Earnings Report Date, such Company
Periodic Report Date or such Request Date, as the case may be, in form and substance reasonably satisfactory to the Agents and Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, to the effect that the
statements contained in the officers’ certificates referred to in Sections 5(f), 5(g) and 5(h) hereof that were last furnished to the Agents and Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, are
true and correct as of the date of such certificates as though made at and as of the date of such certificate (except that such statements shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as
amended and supplemented at the date of such certificate) or, in lieu of such certificate, a certificate of the same tenor as the certificates referred to in Sections 5(f), 5(g) and 5(h) hereof, but modified as necessary to relate to the
Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented at the date of such certificate. As used in this Section 3(o), to the extent there shall be a sale of Shares on or following any Registration
Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.

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 The requirement to cause to be furnished officers’ certificates pursuant to this
Section 3(o) shall be waived for any Registration Statement Amendment Date or Company Periodic Report Date occurring at a time at which the Company has not instructed any Agent to sell Shares as provided in Section 2(b), which waiver shall
continue until the date on which the Company delivers such an instruction as provided in Section 2(b). Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Registration Statement Amendment Date or
Company Periodic Report Date when the Company relied on such waiver and did not furnish or cause to be furnished to the Agents and the Forward Purchasers officers’ certificates pursuant to this Section 3(o), then before the Company
instructs any Agent to sell any Shares or enters into any Terms Agreement with any Agent or Agents, the Company shall cause to be furnished to such Agent and the applicable Forward Purchasers officers’ certificates pursuant to this
Section 3(o) dated as of the date of delivery thereof.
 (p) Delivery of Future Opinions and Letters of Counsel . Upon
commencement of the offering of Shares under this Agreement, (A) each time Shares are delivered to the applicable Agents as principal on a Settlement Date and (B) promptly after each Registration Statement Amendment Date, Company Earnings
Report Date, Company Periodic Report Date or Request Date, the Company will furnish or cause to be furnished to the Agents and the Forward Purchasers or, in the case of clause (A) above, the applicable Agents the written opinions and letters of
counsel to the Company (who shall be reasonably acceptable to the Agents and the Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be) and counsel to the Agents and the Forward Purchasers, dated such
Settlement Date, such Registration Statement Amendment Date, such Company Earnings Report Date, such Company Periodic Report Date or such Request Date, as the case may be, in form and substance reasonably satisfactory to the Agents and the Forward
Purchasers or, in the case of clause (A) above, such Agents, as the case may be, of the same tenor as the respective opinions and letters referred to in Section 5(b), 5(c) and 5(d), as applicable, hereof but modified as necessary to relate
to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented to the date of any such opinion and letter or, in lieu of any such opinion and letter, counsel last furnishing such opinion and letter to
the Agents and the Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, shall furnish the Agents and the Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, with a
letter substantially to the effect that the Agents and the Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, may rely on such counsel’s last opinion and letter to the same extent as though each were
dated the date of such letter authorizing reliance (except that statements in such last opinion and letter shall be deemed to relate to the Registration Statement, the General Disclosure Package and the Prospectus as amended and supplemented at the
date of such letter authorizing reliance). As used in this Section 3(p), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or
Request Date, “promptly” shall be deemed to be at or prior to the Applicable Time for such sale.
 The requirement to cause to
be furnished the opinions and letters pursuant to this Section 3(p) shall be waived for any Registration Statement Amendment Date or Company Periodic Report Date occurring at a time at which the Company has not instructed any Agent to sell
Shares as provided in Section 2(b), which waiver shall continue until the date on which the Company delivers such an instruction as provided in Section 2(b). Notwithstanding the foregoing, if the Company subsequently decides to sell Shares
following any Registration Statement Amendment Date or Company Periodic Report Date when the Company relied on such waiver and did not furnish or cause to be furnished to the Agents and the Forward Purchasers the opinions and letters pursuant to
this Section 3(p), then before the Company instructs any Agent to sell any Shares or enters into any Terms Agreement with any Agent or Agents, the Company shall cause to be furnished to such Agents and the applicable Forward Purchasers the
opinions and letters pursuant to this Section 3(p) dated as of the date of delivery thereof.
 (q) Delivery of Future Accountant
Letters . Upon commencement of the offering of Shares under this Agreement, (A) each time Shares are delivered to the applicable Agents as principal on a Settlement Date and (B) promptly after each Registration Statement Amendment Date,
Company Earnings Report Date, Company Periodic Report Date or Request Date, the Company will cause its independent accountants to furnish to the Agents and the Forward Purchasers or, in the case of clause (A) above, the applicable Agents a
letter, dated such Settlement Date, such Registration Statement Amendment Date, such Company Earnings Report Date, such Company Periodic Report Date or such Request Date, as the case may be, in form and substance reasonably satisfactory to the
Agents and the Forward Purchasers or, in the case of clause (A) above, such Agents, as the case may be, of the same tenor as the letter referred to in Section 5(e) hereof but modified as necessary to relate to the Registration Statement,
the General Disclosure Package and the Prospectus as amended and supplemented to the date of such letter. If the Registration Statement, the General Disclosure Package or the Prospectus contains or incorporates by reference the financial statements
of any properties, businesses or entities, then, the Company will cause the related independent accountant(s) to furnish to the Agents and the Forward Purchasers or, in the case of clause (A) above, the applicable

 22

Agents letter(s), dated the dates specified in this Section 3(q), in form and substance reasonably satisfactory to the Agents and the Forward Purchasers or, in the case of clause
(A) above, such Agents, as the case may be, of the same tenor as the letter referred to in Section 5(e) hereof but modified to relate solely to such financial statements and any other financial information contained or incorporated by
reference in the Registration Statement, the General Disclosure Package or the Prospectus as amended and supplemented to the date of such letter(s) relating to such properties, businesses or entities, as the case may be. As used in this
Section 3(q), to the extent there shall be a sale of Shares on or following any Registration Statement Amendment Date, Company Earnings Report Date, Company Periodic Report Date or Request Date, “promptly” shall be deemed to be at
or prior to the Applicable Time for such sale.
 The requirement to cause to be furnished accountant letter(s) pursuant to this
Section 3(q) shall be waived for any Registration Statement Amendment Date or Company Periodic Report Date occurring at a time at which the Company has not instructed any Agent to sell Shares as provided in Section 2(b), which waiver shall
continue until the date on which the Company delivers such an instruction as provided in Section 2(b). Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following any Registration Statement Amendment Date or
Company Periodic Report Date when the Company relied on such waiver and did not furnish or cause to be furnished to the Agents and the Forward Purchasers accountant letter(s) pursuant to this Section 3(q), then before the Company instructs any
Agent to sell any Shares or enters into any Terms Agreement with any Agent or Agents, the Company shall cause to be furnished to such Agents and the applicable Forward Purchasers accountant letter(s) pursuant to this Section 3(q) dated as of
the date of delivery thereof.
 (r) Trading in the Common Stock . The Company consents to the Agents and the Forward Purchasers and
their respective affiliates trading in the Company’s Common Stock for their own account and for the account of their clients at the same time as sales and deliveries of Shares occur pursuant to this Agreement and any Confirmation Shares
pursuant to any Confirmation.
 (s) Non-Consummation Offer . If, to the knowledge of the
Company, any filing required by Rule 424 in connection with an offering of Shares shall not have been made or the representations and warranties of the Company contained in this Agreement shall not be true and correct on the applicable Settlement
Date, the Company will offer to any person who has agreed to purchase Shares from or through an Agent the right to refuse to purchase and pay for such Shares.

 (t) Due Diligence Review . Unless the requirements under Section 3(o), (p) and (q) shall have then been waived, the Company
will cooperate with any due diligence review reasonably requested by the Agents and the Forward Purchasers or counsel for the Agents and the Forward Purchasers, fully and in a timely manner, in connection with offers and sales of Shares from time to
time, including, without limitation, and upon reasonable notice, providing information and making available documents and appropriate corporate officers, during regular business hours and at the Company’s principal offices.

 (u) Renewal Deadline . If, immediately prior to the third anniversary of the initial effective date of the Registration Statement (the
“ Renewal Deadline ”), this Agreement is still in effect or any Shares purchased by an Agent as principal, or to be sold through an Agent as sales agent or as forward seller pursuant to the Company i…

EX-5.1 · d111894dex51.htm

EX-5.1
 3
 d111894dex51.htm
 EX-5.1

 Exhibit 5.1

 750 E. PRATT STREET SUITE 900 BALTIMORE, MD
21202
 T 410.244.7400 F 410.244.7742 www.Venable.com

 June 2, 2026

 Curbline Properties Corp.
 320 Park Avenue

 New York, New York 10022

 Re:
 Registration Statement on Form S-3

 Ladies and Gentlemen:
 We have served as
Maryland counsel to Curbline Properties Corp., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the offering and sale from time to time of shares (the “Shares”) of common
stock, $0.01 par value per share (the “Common Stock”), of the Company having a maximum aggregate offering price of up to $400,000,000, in one or more
 at-the-market offerings, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the
Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

 In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

 1. The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission
under the 1933 Act;
 2. The Company’s Prospectus, dated October 1, 2025 (the “Base Prospectus”), as supplemented by
a Prospectus Supplement, dated June 2, 2026 (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”), each in the form in which it was transmitted to the Commission for filing pursuant to
Rule 424(b) under the 1933 Act;
 3. The charter of the Company (the “Charter”), certified by the State Department of
Assessments and Taxation of Maryland (the “SDAT”);
 4. The Bylaws of the Company, certified as of the date hereof by an officer
of the Company;
 5. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

 Curbline
Properties Corp.
 June 2, 2026
 Page
 2

 6. Resolutions (the “Resolutions”) adopted by the Board of Directors of the
Company, and a duly authorized committee thereof, relating to, among other matters, the authorization of (a) the execution and delivery by the Company of the Sales Agreement, the Master Forward Confirmations and any Forward Confirmation (each
as defined below) and (b) the sale and issuance of the Shares and Forward Shares, certified as of the date hereof by an officer of the Company;

 7. The ATM Equity Offering Sales Agreement, dated as of June 2, 2026 (the “Sales Agreement”), by and among the Company,
Curbline Properties LP, a Delaware limited partnership, and each of Jefferies LLC, BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc.,
Morgan Stanley & Co. LLC, Nomura Securities International, Inc., StoneX Financial Inc. and Wells Fargo Securities, LLC, as sales agents for the Company (except in the case of Nomura Securities International, Inc. and StoneX Financial Inc.),
principals (except in the case of Nomura Securities International, Inc. and StoneX Financial Inc.) and/or forward sellers (except in the case of BTIG, LLC and Capital One Securities, Inc.) (in any such capacity, each an “Agent” and,
collectively, the “Agents”), and Jefferies LLC, The Bank of New York Mellon, Bank of America, N.A., Goldman Sachs & Co. LLC, KeyBanc Capital Markets Inc., Morgan Stanley & Co. LLC, Nomura Global Financial Products, Inc.
and StoneX Financial Inc. and Wells Fargo Bank, National Association, each as forward purchaser (in such capacity, each a “Forward Purchaser,” and collectively, the “Forward Purchasers”);

 8. The Master Forward Confirmations, each dated June 2, 2026, by and between the Company and one of the Forward Purchasers (a
“Master Forward Confirmation”) and the form of Supplemental Confirmation attached to the Master Forward Confirmations as Annex A (the “Form of Supplemental Confirmation” and, any executed and delivered Supplemental
Confirmation in the form of the Form Supplemental Confirmation, collectively with the applicable Master Forward Confirmation, a “Forward Confirmation”);

 9. A certificate executed by an officer of the Company, dated as of the date hereof; and

 10. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the
assumptions, limitations and qualifications stated herein.
 In expressing the opinion set forth below, we have assumed the following:

 1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

 2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

 Curbline
Properties Corp.
 June 2, 2026
 Page
 3

 3. Each of the parties (other than the Company) executing any of the Documents has duly and
validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

 4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not
differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all Documents
are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written
modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

 5. Upon the issuance of any Shares and any shares of Common Stock issuable by the Company to any Forward Purchaser pursuant to a Forward
Confirmation (the “Forward Shares”), the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

 6. None of the Shares or the Forward Shares will be issued, sold or transferred in violation of the restrictions on ownership and transfer
contained in Article VII of the Charter.
 7. Each Supplemental Confirmation entered into by and between the Company and any Forward
Purchaser in relation to any Forward Shares will not differ in any manner material to this opinion from the Form of Supplemental Confirmation.

 Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

 1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing
with the SDAT.
 2. The issuance and sale of any Shares by the Company to the Agents pursuant to the Sales Agreement and the issuance and
delivery of any Forward Shares by the Company to the Forward Purchasers pursuant to the Sales Agreement and the applicable Forward Confirmations have been duly authorized by all necessary corporate action on the part of the Company and, when issued
and delivered by the Company in accordance with the Resolutions, the Registration Statement, the Sales Agreement and, if applicable, such Forward Confirmations against payment of the consideration set forth therein, the Shares and the Forward Shares
will be validly issued, fully paid and nonassessable.

 Curbline
Properties Corp.
 June 2, 2026
 Page
 4

 The foregoing opinion is limited to the laws of the State of Maryland, and we do not express
any opinion herein concerning any federal or other state law or the laws of any other jurisdiction. We express no opinion as to the applicability or effect of federal or state securities laws, including the securities laws of the State of Maryland,
or as to federal or state laws regarding fraudulent transfers or the laws, codes or regulations of any municipality or other local jurisdiction. To the extent that any matter as to which our opinion is expressed herein would be governed by the laws
of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter. The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the
terms or the interpretation of agreements.
 The opinion expressed herein is limited to the matters specifically set forth herein and no
other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed
herein after the date hereof.
 This opinion is being furnished to you for submission to the Commission as an exhibit to the
Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this
opinion as an exhibit to the Current Report and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 Very truly yours,

 /s/ Venable LLP