What changed in Brixmor Property Group Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of Brixmor Property Group Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+211 added−202 removedSource: 10-K (2026-02-09) vs 10-K (2025-02-10)
Top changes in Brixmor Property Group Inc.'s 2025 10-K
211 paragraphs added · 202 removed · 177 edited across 6 sections
- Item 1A. Risk Factors+84 / −72 · 64 edited
- Item 7A. Quantitative and Qualitative Disclosures About Market Risk+45 / −44 · 39 edited
- Item 1. Business+32 / −40 · 29 edited
- Item 7. Management's Discussion & Analysis+36 / −33 · 32 edited
- Item 4. Mine Safety Disclosures+8 / −7 · 7 edited
Item 1. Business
Business — how the company describes what it does
29 edited+3 added−11 removed23 unchanged
Item 1. Business
Business — how the company describes what it does
29 edited+3 added−11 removed23 unchanged
2024 filing
2025 filing
Biggest changeWe funded the 2024 Notes and 2025 Notes 3 repayments with proceeds from the issuance of the 2034 Notes and 2035 Notes and dispositions. As of December 31, 2024, we had $1.63 billion of available liquidity, including $1.25 billion under our Revolving Facility and $378.7 million of cash and cash equivalents and restricted cash.
Biggest changeAs of December 31, 2025, we had $1.61 billion of 3 available liquidity, including $1.25 billion under our Revolving Facility and $361.5 million of cash and cash equivalents and restricted cash. We have $607.5 million of debt maturities in 2026. Operating in a Socially Responsible Manner.
We provide a wide-range of employee benefits and encourage healthy lifestyles through initiatives such as annual wellness spending accounts; live wellness events; free access to online wellness applications, licensed counselors, financial advisors, legal specialists, and other professionals; and hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a healthy work-life balance. • Inclusive Culture: We believe our performance is enhanced by an inclusive environment that reflects the diversity of the communities we serve.
We provide a wide-range of employee benefits and encourage healthy lifestyles through initiatives such as annual wellness spending accounts; live wellness events; free access to online wellness applications, licensed counselors, financial advisors, legal specialists, and other professionals; and hybrid work schedules to maximize engagement, collaboration, and efficiency, while supporting a healthy work-life balance. • Culture: We believe our performance is enhanced by an inclusive environment that reflects the diversity of the communities we serve.
We measure employee engagement through employee surveys and utilize the results from such surveys to continually improve our organization. • Growth and Development : We encourage our employees to grow and develop their interests, skills, and passions by providing a variety of professional and personal training opportunities, including our annual talent development process in conjunction with professional development plans, innovative development programs, mentorship programs, Predictive Index Behavioral Assessments to enhance self-awareness and effective collaboration, educational assistance, and personal development accounts. 4 • Health and Well-being : Our commitment to the health and well-being of our employees is a crucial component of our culture.
We measure employee engagement through employee surveys and utilize the results from such surveys to continually improve our organization. • Growth and Development : We encourage our employees to grow and develop their interests, skills, and passions by providing a variety of professional and personal training opportunities, including our annual talent development process in conjunction with professional development plans, innovative development programs, mentorship programs, Predictive Index Behavioral Assessments to enhance self-awareness and effective collaboration, educational assistance, and personal development accounts. • Health and Well-being : Our commitment to the health and well-being of our employees is a crucial component of our culture.
In the opinion of our management, no material part of our business is dependent upon a single tenant, the loss of which would have a material adverse effect on us, and no single tenant or shopping center accounted for 5% or more of our consolidated revenues during 2024.
In the opinion of our management, no material part of our business is dependent upon a single tenant, the loss of which would have a material adverse effect on us, and no single tenant or shopping center accounted for 5% or more of our consolidated revenues during 2025.
CBSAs 71% (1) GLA represents the total amount of leasable property square footage. (2) Billed GLA as a percentage of total GLA. Billed GLA represents the aggregate GLA of all commenced leases with an initial term of one year or greater, as of a specified date. (3) Leased GLA as a percentage of total GLA.
CBSAs 72% (1) GLA represents the total amount of leasable property square footage. (2) Billed GLA as a percentage of total GLA. Billed GLA represents the aggregate GLA of all commenced leases with an initial term of one year or greater, as of a specified date. (3) Leased GLA as a percentage of total GLA.
ABR represents contractual monthly base rent as of a specified date, under leases that have been signed or commenced as of the specified date, multiplied by 12. (5) During the year ended December 31, 2024.
ABR represents contractual monthly base rent as of a specified date, under leases that have been signed or commenced as of the specified date, multiplied by 12. (5) During the year ended December 31, 2025.
As of December 31, 2024, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units (the "OP Units") in the Operating Partnership.
As of December 31, 2025, BPG beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units (the "OP Units") in the Operating Partnership.
As of December 31, 2024, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.
As of December 31, 2025, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.
Our high-quality, nationally diversified Portfolio of community and neighborhood shopping centers continues to benefit from robust, broad-based leasing demand for physical locations, driving growth in leased occupancy in 2024. 2 We believe there is opportunity for further occupancy gains in our Portfolio, particularly for spaces less than 10,000 square feet, as such spaces will continue to benefit from our value-enhancing reinvestment initiatives.
Our high-quality, nationally diversified Portfolio of community and neighborhood shopping centers continues to benefit from robust, broad-based leasing demand for physical locations. We believe there is opportunity for 2 occupancy gains in our Portfolio, particularly for spaces less than 10,000 square feet, as such spaces will continue to benefit from our value-enhancing reinvestment initiatives.
Because the Operating Partnership is managed by BPG, and BPG conducts substantially all of its operations through the Operating Partnership, BPG’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to BPG’s board of directors as the Operating Partnership’s board of directors. 1 Our Shopping Centers The following table provides summary information regarding our Portfolio as of December 31, 2024: Number of Shopping Centers 363 GLA (square feet) (1) 64.0 million Percent Billed (2) 91% Percent Leased (3) 95% ABR Per Square Foot ("PSF") (4) $17.66 New Lease Volume (square feet) (5) 2.7 million New and Renewal Lease Volume (square feet) (5) 5.4 million New, Renewal and Option Lease Volume (square feet) (5) 9.6 million New Rent Spread (5)(6) 38.8% New and Renewal Rent Spread (5)(6) 22.5% New, Renewal and Option Rent Spread (5)(6) 16.5% Percent of ABR Derived from Grocery-Anchored Shopping Centers 81% Percent of ABR in Top 50 U.S.
Because the Operating Partnership is managed by BPG, and BPG conducts substantially all of its operations through the Operating Partnership, BPG’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to BPG’s board of directors as the Operating Partnership’s board of directors. 1 Our Shopping Centers The following table provides summary information regarding our Portfolio as of December 31, 2025: Number of Shopping Centers 348 GLA (square feet) (1) 62.7 million Percent Billed (2) 91.6% Percent Leased (3) 95.1% ABR Per Square Foot ("PSF") (4) $18.77 New Lease Volume (square feet) (5) 3.0 million New and Renewal Lease Volume (square feet) (5) 6.0 million New, Renewal and Option Lease Volume (square feet) (5) 9.5 million New Rent Spread (5)(6) 38.7% New and Renewal Rent Spread (5)(6) 21.7% New, Renewal and Option Rent Spread (5)(6) 16.4% Percent of ABR Derived from Grocery-Anchored Shopping Centers 81% Percent of ABR in Top 50 U.S.
The spread between our total leased occupancy and our total billed occupancy was 380 basis points and our total signed but not yet commenced lease population, which includes 70 basis points of GLA related to space that will be vacated by existing tenants in the near term, represented 2.9 million square feet and $60.7 million of ABR, providing strong visibility on our future growth.
The spread between our total leased occupancy and our total billed occupancy was 350 basis points and our total signed but not yet commenced lease population, which includes 90 basis points of GLA related to space that will be vacated by existing tenants in the near term, represented 2.7 million square feet and $62.3 million of ABR, providing strong visibility on our future growth.
We own and operate one of the largest publicly traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of grocery-anchored community and neighborhood shopping centers. As of December 31, 2024, our portfolio included 363 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.
We own and operate one of the largest publicly traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of grocery-anchored community and neighborhood shopping centers. As of December 31, 2025, our portfolio was comprised of 348 shopping centers (the "Portfolio") totaling approximately 63 million square feet of GLA.
As of December 31, 2024, leased occupancy was 91.1% for spaces less than 10,000 square feet, while our total leased occupancy was 95.2%.
As of December 31, 2025, leased occupancy was 92.2% for spaces less than 10,000 square feet, while our total leased occupancy was 95.1%.
During 2024, we executed 497 new leases representing approximately 2.7 million square feet and 1,416 total leases, including new leases, renewals, and options, representing approximately 9.6 million square feet. We believe that rents across our Portfolio are below market, which provides us with a key competitive advantage in attracting and retaining tenants.
During 2025, we executed 512 new leases representing approximately 3.0 million square feet and 1,453 total leases, including new leases, renewals, and options, representing approximately 9.5 million square feet. We believe that rents across our Portfolio are below market, which provides us with a key competitive advantage in attracting and retaining tenants.
As of December 31, 2024, we had 36 projects in process with an expected weighted average incremental NOI yield of 10% and an aggregate anticipated cost of $389.6 million.
As of December 31, 2025, we had 33 projects in process with an expected weighted average incremental NOI yield of 10% and an aggregate anticipated cost of $336.4 million.
We also have a $400 million share repurchase program and a $400 million ATM Program, which together provide us with maximum flexibility to capitalize on a wide range of potential capital markets environments and support the long-term execution of our balanced business plan.
We also renewed our $400.0 million share repurchase program and our $400.0 million at-the-market equity offering program, which together with well-staggered scheduled debt maturities, provide us with maximum flexibility to capitalize on a wide range of potential capital markets environments and support the long-term execution of our balanced business plan.
During 2024, we stabilized 28 anchor space repositioning, outparcel development, and redevelopment projects, with a weighted average incremental net operating income ("NOI") yield of 9% and an aggregate cost of $204.7 million.
During 2025, we stabilized 27 anchor space repositioning, outparcel development, and redevelopment projects, with a weighted average incremental net operating income ("NOI") yield of 10% and an aggregate cost of $183.3 million.
Looking forward, the weighted average expiring ABR PSF of anchor lease expirations through 2027, assuming no remaining renewal options are exercised, is $10.92 compared to a weighted average ABR PSF of $15.29 for new anchor leases signed during 2024.
Looking forward, the weighted average expiring ABR PSF of anchor lease expirations through 2028, assuming no remaining renewal options are exercised, is $11.37 compared to a weighted average ABR PSF of $17.84 for new anchor leases signed during 2025.
We have access to multiple forms of capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives.
We have access to multiple forms of capital, including secured property level debt, potential joint ventures, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives. We have investment grade credit ratings from all three major credit rating agencies.
During 2024, we issued $400.0 million aggregate principal amount of 5.500% Senior Notes due 2034 (the "2034 Notes") and $400.0 million aggregate principal amount of 5.750% Senior Notes due 2035 (the "2035 Notes"). We have or intend to use the remaining net proceeds for general corporate purposes, including the repayment of indebtedness.
During 2025, we issued $400.0 million aggregate principal amount of 5.200% Senior Notes due 2032 and $400.0 million aggregate principal amount of 4.850% Senior Notes due 2033. We have used or intend to use the net proceeds for general corporate purposes, including the repayment of indebtedness.
As such, our CR strategy is integrated throughout our organization and is focused on creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders including our communities, employees, tenants, suppliers and vendors, and investors.
We believe that operating in a socially responsible manner is critical to delivering consistent, sustainable growth. As such, our CR strategy is integrated throughout our organization and is focused on creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders including our communities, employees, tenants, suppliers and vendors, and investors.
During 2024, we achieved rent spreads on new leases of 38.8% and blended rent spreads on new and renewal leases of 22.5% excluding options or 16.5% including options.
During 2025, we achieved rent spreads on new leases of 38.7% and blended rent spreads on new and renewal leases of 21.7% excluding options or 16.4% including options.
Together, we strive to promote a culture that is supportive and inclusive and that provides opportunities for both personal and professional growth. We empower our employees to think and act like owners in order to create value for all stakeholders.
Together, we strive to promote a culture that is supportive and inclusive and that provides opportunities for both personal and professional growth. We empower our employees to think and act like owners in order to create value for all stakeholders. We believe this approach enables us to attract and retain talented professionals while fostering collaborative, skilled, and motivated teams.
Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K. Tenants Our Portfolio is thoughtfully merchandised with non-discretionary and value-oriented retailers, as well as consumer-oriented service providers, and is home to a broad mix of national and regional tenants and local entrepreneurs.
Information on our website, including our 2024 Corporate Responsibility report, is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K. 4 Tenants Our Portfolio is thoughtfully merchandised with non-discretionary and value-oriented retailers, as well as consumer-oriented service providers, and is home to a broad mix of national and regional tenants and local entrepreneurs, including many vibrant new retailers added over the past several years, and approximately 81% of our ABR is derived from properties anchored by a grocer.
We have an unsecured credit facility, as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of the $1.25 billion revolving credit facility (the "Revolving Facility") and a $500.0 million term loan (the "Term Loan Facility"). The Revolving Facility and Term Loan Facility mature in June 2026 and July 2027, respectively.
During 2025, we amended and restated our unsecured credit facility (the "Unsecured Credit Facility"), which is comprised of a $1.25 billion revolving credit facility (the "Revolving Facility") and a $500.0 million term loan (the "Term Loan Facility").
We believe a culture based on inclusion is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives. For more information on our CR strategy, goals, performance, and achievements, please visit our CR page at https://www.brixmor.com/corporate-responsibility.
For more information on our CR strategy, goals, performance, and achievements, and to view our 2024 Corporate Responsibility report, please visit our CR page at https://www.brixmor.com/corporate-responsibility.
CR objectives are included as part of our executive officers' goals and the progress toward achievement of such goals is a component of the individual performance portion of their compensation.
CR objectives are included as part of our executive officers' goals and the progress toward achievement of such goals is a component of the individual performance portion of their compensation. • Environmental Responsibility: We continue to make meaningful progress towards achieving our long-term sustainability goals, and we also execute our reinvestment projects with a focus on resource efficiency and resiliency.
Acquisitions were funded through a combination of net proceeds from property dispositions, available cash, and $116.6 million of gross capital generated through our at-the-market equity offering program ("ATM Program"), excluding commissions and fees of $2.0 million. Proceeds from dispositions and offerings were used primarily to fund acquisitions and our value-enhancing reinvestment opportunities and other corporate purposes.
During 2025, we acquired $420.6 million of assets, including transaction costs and closing credits, and generated aggregate net proceeds of $289.2 million from property dispositions. Acquisitions were funded through a combination of net proceeds from property dispositions and available cash. Proceeds from dispositions were used primarily to fund acquisitions and our value-enhancing reinvestment opportunities and other corporate purposes.
Also during 2024, we repaid $300.4 million principal amount of our outstanding 3.650% Senior Notes due 2024 (the "2024 Notes"), representing all of the outstanding 2024 Notes, and $67.7 million principal amount of our outstanding 3.850% Senior Notes due 2025 (the "2025 Notes").
In addition, we repaid $632.3 million principal amount of our outstanding 3.850% Senior Notes due 2025 (the "2025 Notes"), representing all of the outstanding 2025 Notes. We funded the 2025 Notes repayment with available cash, proceeds from the Revolving Credit Facility, and net proceeds from dispositions.
Removed
During 2024, we acquired $293.8 million of assets, including transaction costs and closing credits, and generated aggregate net proceeds of $210.1 million from property dispositions.
Added
The Unsecured Credit Facility amendment extended the maturities of the Revolving Facility and Term Loan Facility to April 2029 and April 2030, respectively, while also improving pricing and adding the ability to obtain more favorable pricing in certain circumstances when our leverage ratio meets defined targets.
Removed
We have investment grade credit ratings from all three major credit rating agencies and during 2024, we received a credit rating upgrade from Moody's Investors Service.
Added
Integrating sustainable practices and initiatives into our business operations has reduced utility-related operational expenses and added ancillary income to our properties. • Human Capital: As of December 31, 2025, we had 464 employees, including 462 full-time employees. Our talented and dedicated employees are the foundation of our success.
Removed
The remaining $632.3 million aggregate principal amount of the 2025 Notes mature in February 2025 and we have $607.5 million of additional debt maturities in 2026. Operating in a Socially Responsible Manner. We believe that operating in a socially responsible manner is critical to delivering consistent, sustainable growth.
Added
We believe a culture based on inclusion is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives. In our 2024 Corporate Responsibility report, we provide comprehensive disclosure regarding our sustainability goals and initiatives.
Removed
We provide comprehensive CR disclosures, prepared in alignment with standards from the Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures and with reference to the Global Reporting Initiative's Sustainability Reporting Standard, and we are a GRESB participant. • Environmental Responsibility: We continue to make meaningful progress towards achieving our long-term sustainability goals related to reductions in energy usage, on-site renewable energy, water conservation, and electric vehicle charging stations.
Removed
We also execute our reinvestment projects with a focus on resource efficiency and resiliency. Integrating sustainable practices and initiatives into our business operations has reduced utility-related operational expenses and added ancillary income to our properties. We recognize that climate change could have an impact on our Portfolio and the communities we serve.
Removed
We released our Climate Change Policy in 2021 and committed to achieving net zero carbon emissions by 2045 for areas under our operational control.
Removed
As a signatory of the Science Based Targets initiative ("SBTi"), aligned with the 1.5 degree Celsius pathway, we have committed to reducing our Scope 1 and 2 greenhouse gas ("GHG") emissions by 50% by 2030, as compared to a 2018 baseline.
Removed
Our Scope 1 and 2 GHG emissions primarily consist of electricity usage in our common areas and vacant tenant spaces.
Removed
As of year-end 2023, improvements in energy efficiency and the addition of renewable energy sources to our properties have resulted in a 50% reduction in GHG emissions, satisfying our interim SBTi goal. • Human Capital: As of December 31, 2024, we had 454 employees, including 453 full-time employees. Our talented and dedicated employees are the foundation of our success.
Removed
We believe this approach enables us to attract and retain diverse and talented professionals while fostering collaborative, skilled, and motivated teams.
Removed
As of December 31, 2024, we had over 5,000 diverse tenants in our Portfolio, including many vibrant new retailers added over the past several years, and approximately 81% of our ABR is derived from properties anchored by a grocer. See
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
64 edited+20 added−8 removed93 unchanged
Item 1A. Risk Factors
Risk Factors — what could go wrong, per management
64 edited+20 added−8 removed93 unchanged
2024 filing
2025 filing
Biggest changeExcludes all franchise locations. 17 The following table summarizes the geographic diversity of our Portfolio by state, ranked by ABR, as of December 31, 2024 (dollars in thousands, expect for PSF amounts): State Number of Properties GLA Percent Billed Percent Leased ABR ABR PSF Percent of Number of Properties Percent of GLA Percent of ABR 1 Florida 48 8,473,446 92.1 % 95.9 % $ 141,138 $ 17.88 13.2 % 13.2 % 14.0 % 2 Texas 48 7,409,851 88.3 % 95.2 % 120,470 17.88 13.2 % 11.6 % 11.9 % 3 California 28 5,187,376 92.5 % 98.2 % 116,966 24.55 7.6 % 8.1 % 11.7 % 4 Pennsylvania 24 4,336,727 93.5 % 96.6 % 71,843 21.00 6.5 % 6.7 % 7.2 % 5 New York 27 3,435,843 93.7 % 95.0 % 71,391 22.37 7.4 % 5.4 % 7.1 % 6 Illinois 16 3,942,403 85.1 % 90.6 % 55,458 15.95 4.4 % 6.2 % 5.5 % 7 Georgia 26 3,598,171 93.3 % 94.9 % 48,161 14.62 7.2 % 5.6 % 4.8 % 8 New Jersey 16 2,821,623 89.3 % 93.6 % 47,804 19.22 4.4 % 4.4 % 4.7 % 9 North Carolina 14 3,164,938 93.4 % 95.0 % 43,445 15.23 3.9 % 4.9 % 4.3 % 10 Michigan 15 2,832,546 94.9 % 95.6 % 40,072 15.49 4.1 % 4.4 % 4.0 % 11 Ohio 13 2,666,416 88.7 % 92.0 % 32,993 15.89 3.6 % 4.2 % 3.3 % 12 Connecticut 10 1,787,723 91.7 % 94.8 % 26,667 16.64 2.8 % 2.8 % 2.6 % 13 Tennessee 7 1,790,636 92.4 % 96.6 % 24,637 14.56 1.9 % 2.8 % 2.4 % 14 Massachusetts 11 1,644,590 92.5 % 96.6 % 24,382 17.12 3.0 % 2.6 % 2.4 % 15 Colorado 7 1,578,087 91.2 % 97.2 % 24,203 16.73 1.9 % 2.5 % 2.4 % 16 Kentucky 6 1,545,582 96.3 % 96.8 % 18,686 13.96 1.7 % 2.4 % 1.8 % 17 South Carolina 8 1,210,244 93.3 % 94.6 % 18,510 16.39 2.2 % 1.9 % 1.8 % 18 Minnesota 9 1,269,747 85.7 % 95.1 % 18,232 16.43 2.5 % 2.0 % 1.8 % 19 Indiana 4 990,824 95.4 % 96.0 % 12,215 12.98 1.1 % 1.5 % 1.2 % 20 Virginia 5 742,449 94.8 % 99.5 % 10,582 15.60 1.4 % 1.2 % 1.0 % 21 New Hampshire 5 672,254 95.8 % 98.5 % 10,271 16.16 1.4 % 1.1 % 1.0 % 22 Wisconsin 3 520,769 96.1 % 96.2 % 6,453 12.89 0.8 % 0.8 % 0.6 % 23 Maryland 2 371,986 92.0 % 92.0 % 5,975 18.07 0.6 % 0.6 % 0.6 % 24 Missouri 4 495,523 90.5 % 93.6 % 4,937 10.72 1.1 % 0.8 % 0.5 % 25 Kansas 2 376,599 92.5 % 94.4 % 3,748 13.64 0.6 % 0.6 % 0.4 % 26 Alabama 1 398,701 73.1 % 73.1 % 3,355 11.87 0.3 % 0.6 % 0.3 % 27 Arizona 1 165,350 74.5 % 100.0 % 2,267 13.71 0.3 % 0.3 % 0.2 % 28 Maine 1 287,459 91.2 % 100.0 % 2,265 19.03 0.3 % 0.4 % 0.2 % 29 Vermont 1 223,314 94.8 % 94.8 % 2,138 10.10 0.3 % 0.3 % 0.2 % 30 West Virginia 1 75,344 54.1 % 100.0 % 884 11.73 0.3 % 0.1 % 0.1 % TOTAL 363 64,016,521 91.4 % 95.2 % $ 1,010,148 $ 17.66 100.0 % 100.0 % 100.0 % The following table summarizes certain information for our Portfolio by unit size, as of December 31, 2024 (dollars in thousands, expect for PSF amounts): Number of Units GLA Percent of GLA Percent Billed Percent Leased ABR Percent of ABR ABR PSF ≥ 35,000 SF 397 22,480,509 35.1 % 94.1 % 98.2 % $ 223,286 22.1 % $ 11.57 20,000 – 34,999 SF 482 12,544,682 19.6 % 91.7 % 95.4 % 150,764 15.0 % 12.72 10,000 – 19,999 SF 617 8,444,961 13.2 % 93.3 % 97.0 % 130,440 12.9 % 16.33 5,000 – 9,999 SF 1,096 7,573,997 11.8 % 87.9 % 91.9 % 147,786 14.7 % 22.06 6,018 12,972,372 20.3 % 87.0 % 90.7 % 357,872 35.3 % 31.50 TOTAL 8,610 64,016,521 100.0 % 91.4 % 95.2 % $ 1,010,148 100.0 % $ 17.66 TOTAL ≥ 10,000 SF 1,496 43,470,152 67.9 % 93.2 % 97.2 % $ 504,490 50.0 % $ 12.89 TOTAL 7,114 20,546,369 32.1 % 87.4 % 91.1 % 505,658 50.0 % 28.00 18 The following table summarizes lease expirations for leases in place within our Portfolio for each of the next 10 calendar years and thereafter, assuming no exercise of renewal options and including the GLA of lessee-owned leasehold improvements, as of December 31, 2024: Number of Leases Leased GLA % of Leased GLA % of In-Place ABR In-Place ABR PSF ABR PSF at Expiration M-M 193 600,570 1.0 % 1.1 % $ 18.24 $ 18.24 2025 909 5,435,002 8.9 % 7.5 % 14.01 13.96 2026 1,034 7,118,472 11.7 % 11.2 % 15.91 16.04 2027 1,103 8,344,141 13.7 % 13.1 % 15.89 16.22 2028 991 6,869,521 11.3 % 11.8 % 17.31 17.88 2029 966 8,525,224 14.0 % 13.2 % 15.64 16.22 2030 638 6,232,489 10.2 % 9.2 % 14.94 16.38 2031 346 2,779,419 4.6 % 4.7 % 17.21 19.23 2032 362 2,656,828 4.4 % 4.8 % 18.31 20.53 2033 411 3,152,905 5.2 % 6.0 % 18.78 21.34 2034 443 3,693,053 6.0 % 6.7 % 18.35 21.10 2035+ 502 5,551,273 9.0 % 10.7 % 19.54 23.34 More specific information with respect to each of our properties is set forth in Exhibit 99.1, which is incorporated herein by reference.
Biggest changeExcludes all franchise locations. 18 The following table summarizes the geographic diversity of our Portfolio by state, ranked by ABR, as of December 31, 2025 (dollars in thousands, expect for PSF amounts): State Number of Properties GLA Percent Billed Percent Leased ABR ABR PSF Percent of Number of Properties Percent of GLA Percent of ABR 1 Florida 48 8,471,338 92.6 % 95.8 % $ 147,063 $ 18.66 13.8 % 13.5 % 14.0 % 2 Texas 45 7,401,326 89.7 % 95.1 % 134,740 19.86 12.9 % 11.8 % 12.8 % 3 California 29 5,659,663 92.6 % 96.0 % 130,175 25.73 8.4 % 9.0 % 12.4 % 4 New York 27 3,442,455 88.4 % 94.3 % 75,798 23.96 7.8 % 5.4 % 7.3 % 5 Pennsylvania 22 4,211,974 95.2 % 98.1 % 74,637 22.21 6.3 % 6.7 % 7.2 % 6 Illinois 15 3,824,753 88.3 % 91.9 % 56,984 16.66 4.3 % 6.1 % 5.4 % 7 New Jersey 16 2,789,796 91.6 % 93.8 % 48,117 19.54 4.6 % 4.5 % 4.6 % 8 Georgia 22 3,158,384 94.3 % 96.3 % 45,385 15.51 6.3 % 5.0 % 4.3 % 9 North Carolina 13 3,136,050 94.0 % 96.0 % 44,818 15.58 3.7 % 5.0 % 4.3 % 10 Michigan 14 2,738,511 93.4 % 96.3 % 40,174 16.01 4.0 % 4.4 % 3.8 % 11 Ohio 13 2,489,723 87.6 % 90.8 % 32,023 17.00 3.7 % 4.0 % 3.0 % 12 Colorado 8 1,752,123 87.9 % 95.3 % 27,578 17.65 2.3 % 2.8 % 2.6 % 13 Connecticut 10 1,789,531 87.5 % 91.7 % 27,007 16.89 2.9 % 2.9 % 2.6 % 14 Massachusetts 11 1,657,165 94.8 % 96.0 % 25,379 17.76 3.2 % 2.6 % 2.4 % 15 Tennessee 6 1,539,895 94.8 % 96.8 % 23,028 15.83 1.7 % 2.5 % 2.2 % 16 South Carolina 8 1,213,375 92.9 % 97.7 % 19,852 16.97 2.3 % 1.9 % 1.9 % 17 Kentucky 6 1,543,082 96.2 % 99.1 % 19,663 14.33 1.7 % 2.5 % 1.9 % 18 Minnesota 9 1,269,747 93.0 % 94.8 % 18,880 17.06 2.6 % 2.0 % 1.8 % 19 Indiana 4 985,327 92.3 % 94.0 % 12,447 13.62 1.1 % 1.6 % 1.2 % 20 Virginia 5 746,349 91.7 % 93.2 % 10,282 16.19 1.4 % 1.2 % 1.0 % 21 New Hampshire 4 581,130 86.1 % 91.9 % 9,713 19.16 1.1 % 0.9 % 0.9 % 22 Wisconsin 3 520,769 93.6 % 94.0 % 6,473 13.24 0.9 % 0.8 % 0.6 % 23 Maryland 2 371,977 78.3 % 83.5 % 5,633 18.35 0.6 % 0.6 % 0.5 % 24 Missouri 3 423,933 87.9 % 88.6 % 4,291 11.53 0.9 % 0.7 % 0.4 % 25 Arizona 1 165,350 100.0 % 100.0 % 2,408 14.56 0.3 % 0.3 % 0.2 % 26 Maine 1 287,459 83.9 % 100.0 % 2,362 19.84 0.3 % 0.5 % 0.2 % 27 Vermont 1 223,314 93.5 % 93.5 % 2,088 10.00 0.3 % 0.4 % 0.2 % 28 Kansas 1 214,898 93.4 % 94.4 % 2,076 16.97 0.3 % 0.3 % 0.2 % 29 West Virginia 1 75,344 100.0 % 100.0 % 884 11.73 0.3 % 0.1 % 0.1 % TOTAL 348 62,684,741 91.6 % 95.1 % $ 1,049,958 $ 18.77 100.0 % 100.0 % 100.0 % The following table summarizes certain information for our Portfolio by unit size, as of December 31, 2025 (dollars in thousands, expect for PSF amounts): Number of Units GLA Percent of GLA Percent Billed Percent Leased ABR Percent of ABR ABR PSF ≥ 35,000 SF 374 21,310,677 34.0 % 95.7 % 97.6 % $ 217,205 20.7 % $ 11.98 20,000 – 34,999 SF 476 12,389,437 19.8 % 90.8 % 96.1 % 156,909 14.9 % 13.28 10,000 – 19,999 SF 623 8,526,181 13.6 % 90.9 % 94.7 % 135,944 13.0 % 17.27 5,000 – 9,999 SF 1,087 7,502,918 12.0 % 87.8 % 92.6 % 156,904 14.9 % 23.64 5,992 12,955,528 20.6 % 88.4 % 91.9 % 382,996 36.5 % 33.35 TOTAL 8,552 62,684,741 100.0 % 91.6 % 95.1 % $ 1,049,958 100.0 % $ 18.77 TOTAL ≥ 10,000 SF 1,473 42,226,295 67.4 % 93.3 % 96.6 % $ 510,058 48.6 % $ 13.49 TOTAL 7,079 20,458,446 32.6 % 88.2 % 92.2 % 539,900 51.4 % 29.79 19 The following table summarizes lease expirations for leases in place within our Portfolio for each of the next 10 calendar years and thereafter, assuming no exercise of renewal options and including the GLA of lessee-owned leasehold improvements, as of December 31, 2025: Number of Leases Leased GLA % of Leased GLA % of In-Place ABR In-Place ABR PSF ABR PSF at Expiration M-M 176 685,497 1.1 % 1.0 % $ 15.28 $ 15.28 2026 851 4,830,714 8.1 % 6.9 % 14.97 14.99 2027 1,098 8,005,429 13.4 % 12.5 % 16.36 16.53 2028 1,096 6,909,399 11.6 % 12.0 % 18.21 18.66 2029 970 7,964,526 13.4 % 12.6 % 16.62 17.16 2030 934 7,767,334 13.0 % 12.4 % 16.75 17.42 2031 593 5,356,681 9.0 % 8.2 % 16.13 17.78 2032 400 2,998,006 5.0 % 5.3 % 18.52 20.58 2033 435 3,006,235 5.0 % 5.7 % 19.85 22.50 2034 434 3,604,255 6.0 % 6.3 % 18.32 20.94 2035 409 3,246,949 5.5 % 6.6 % 21.52 25.00 2036+ 515 5,252,858 8.9 % 10.5 % 21.01 25.48 More specific information with respect to each of our properties is set forth in Exhibit 99.1, which is incorporated herein by reference.
BPG’s charter provides that, to the maximum extent permitted under Maryland law, each of BPG’s non-employee directors, and any of their affiliates, may: • acquire, hold, and dispose of shares of BPG’s stock or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of Brixmor Property Group Inc. or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she, or they were not BPG’s director or stockholder; and • in his, her, or their personal capacity or in his, her, or their capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor, or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation, or disposition of interests in mortgages, real property, or persons engaged in the real estate business.
BPG’s charter provides that, to the maximum extent permitted under Maryland law, each of BPG’s non-employee directors, and any of their affiliates, may: • acquire, hold, and dispose of shares of BPG’s stock or OP Units for his or her own account or for the account of others, and exercise all of the rights of a stockholder of Brixmor Property Group Inc. or a limited partner of our Operating Partnership, to the same extent and in the same manner as if he, she, or they were not BPG’s director or stockholder; and 13 • in his, her, or their personal capacity or in his, her, or their capacity as a director, officer, trustee, stockholder, partner, member, equity owner, manager, advisor, or employee of any other person, have business interests and engage, directly or indirectly, in business activities that are similar to ours or compete with us, that involve a business opportunity that we could seize and develop or that include the acquisition, syndication, holding, management, development, operation, or disposition of interests in mortgages, real property, or persons engaged in the real estate business.
In addition to the risks associated with real estate investments in general, as described elsewhere, the risks associated with repositioning and redevelopment projects include: (1) delays or failures in obtaining necessary zoning, occupancy, land use, and other governmental permits; 7 (2) abandonment of projects after expending resources to pursue such opportunities; (3) cost overruns; (4) construction delays; and (5) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all.
In addition to the risks associated with real estate investments in general, as described elsewhere, the risks associated with repositioning and redevelopment projects include: (1) delays or failures in obtaining necessary zoning, occupancy, land use, and other governmental permits; (2) abandonment of projects after expending resources to pursue such opportunities; (3) cost overruns; (4) construction delays; and (5) failure to achieve expected occupancy and/or rent levels within the projected time frame, if at all.
Finally, we can provide no assurance that we are aware of all potential environmental liabilities or that the environmental studies performed by us have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our Portfolio; that any previous owner, occupant, or tenant did not create any material environmental condition unknown to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; or that changes in environmental laws and regulations will not result in additional environmental liabilities to us.
Finally, we can provide no assurance that we are aware of all potential environmental liabilities or that the environmental studies performed by us have identified or will identify all material environmental conditions that 10 may exist with respect to any of the properties in our Portfolio; that any previous owner, occupant, or tenant did not create any material environmental condition unknown to us; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; or that changes in environmental laws and regulations will not result in additional environmental liabilities to us.
A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the 8 anticipated probability-weighted hold period, are less than the carrying value of the property. Impairment charges have an immediate direct impact on our earnings.
A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property. Impairment charges have an immediate direct impact on our earnings.
Our CSIRP provides clear communication protocols, including with respect to members of management, which may include, depending on the incident's classification and other circumstances, members of the IRT, CEO, CFO, CIO, General Counsel, Audit Committee, and external counsel. In addition, the CSIRP considers communications and reporting to tenants, regulators, and law enforcement.
Our CSIRP provides clear communication protocols, including with respect to members of management, which may include, depending on the incident's classification and other circumstances, members of the IRT, CEO, CFO, CIO, 16 General Counsel, Audit Committee, and external counsel. In addition, the CSIRP considers communications and reporting to tenants, regulators, and law enforcement.
The IRT is led by an incident response coordinator, which in the event of a cybersecurity incident would generally be the CIO, and includes members of our IT resources, risk management, legal, communications, finance, and accounting teams, in addition to any other personnel depending on the particular facts and circumstances of the incident.
The IRT is led by an incident response coordinator, which in the event of a cybersecurity incident would generally be the CIO, and includes members of our IT resources, risk management, legal, communications, finance, and accounting teams, in addition to other personnel depending on the particular facts and circumstances of the cybersecurity incident.
However, we continue to face ongoing and increasing cybersecurity risks which may materially affect us in the future and there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.
We continue to face ongoing and increasing cybersecurity risks which may materially affect us in the future and there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.
Pursuant to the CSIRP and its escalation protocols, we engage the incident response team ("IRT"), which includes designated personnel responsible for: (1) analyzing the severity of the incident and associated threat; (2) notifying management of the threat; (3) containing the threat; (4) eradicating the threat; (5) restoring data and access to systems; (6) working with management to determine the reporting and disclosure obligations associated with the incident; and (7) performing post-incident analysis and improvements.
Pursuant to the CSIRP and its escalation protocols, we engage the IRT, which includes designated personnel responsible for: (1) analyzing the severity of the incident and associated threat; (2) notifying management of the threat; (3) containing the threat; (4) eradicating the threat; (5) restoring data and access to systems; (6) working with management to determine the reporting and disclosure obligations associated with the incident; and (7) performing post-incident analysis and improvements.
In addition, the REIT provisions of the Code impose a 100% tax on income from "prohibited transactions." Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or other property held for sale to customers in the ordinary course of business.
In addition, the REIT provisions of the Code impose a 100% tax on income from "prohibited transactions." Prohibited transactions generally include sales of assets, other than foreclosure property, which constitute inventory or other property held for sale to customers in the ordinary course of business.
As of December 31, 2024, $500.0 million of borrowings under our Term Loan Facility bear interest at variable rates. In addition, we had $1.25 billion of available liquidity under our Revolving Facility which would bear interest at variable rates upon borrowing.
As of December 31, 2025, $500.0 million of borrowings under our Term Loan Facility bear interest at variable rates. In addition, we had $1.25 billion of available liquidity under our Revolving Facility which would bear interest at variable rates upon borrowing.
A cybersecurity attack experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in reputation could adversely affect our financial condition, operating results, and cash flows.
Cybersecurity incidents experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in reputation could adversely affect our financial condition, operating results, and cash flows.
A cybersecurity attack, such as a ransomware attack, could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks and IT systems, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result.
A cybersecurity incident could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks and IT systems, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result.
There are numerous shopping venues, including regional malls, outlet malls, other shopping centers, and e-commerce, which compete with our Portfolio in attracting and retaining retailers. As of December 31, 2024, leases are scheduled to expire in our Portfolio on a total of approximately 8.9% of leased GLA during 2025.
There are numerous shopping venues, including regional malls, outlet malls, other shopping centers, and e-commerce, which compete with our Portfolio in attracting and retaining retailers. As of December 31, 2025, leases are scheduled to expire in our Portfolio on a total of approximately 8.1% of leased GLA during 2026.
Attacks may be undertaken by individuals or may be highly organized attempts by very sophisticated organizations. We employ a variety of measures to prevent, detect, and mitigate these threats; however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity attack.
Such activities may be undertaken by individuals or may be highly organized attempts by very sophisticated organizations. We employ a variety of measures to prevent, detect, and mitigate these threats; however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity incident.
If we fail to reinvest in our Portfolio or maintain its attractiveness to retailers and consumers, if our capital improvements are not successful, or if retailers and consumers perceive that shopping at other venues (including e-commerce) is more convenient, cost-effective, or otherwise more compelling, our financial condition, operating results, and cash flows could be adversely impacted.
If we fail to reinvest in our Portfolio or maintain its attractiveness to retailers and consumers, if our capital improvements are not successful, or if retailers and consumers perceive that shopping at other venues (including e-commerce) is more convenient, cost-effective, or otherwise more compelling, our financial condition, operating results, and cash flows could be adversely impacted. 7 Significant retailer distress across our Portfolio could adversely affect our financial condition, operating results, and cash flows.
As of December 31, 2024, we had approximately $5.4 billion aggregate principal amount of indebtedness outstanding. Our indebtedness could have important consequences to us.
As of December 31, 2025, we had approximately $5.5 billion aggregate principal amount of indebtedness outstanding. Our indebtedness could have important consequences to us.
Although recent inflationary pressures have begun to abate, inflation may increase in the future, and such increases could lead to the Federal Reserve increasing interest rates. Increases in interest rates could result in higher operating and incremental borrowing costs for us and our tenants.
Although recent inflationary pressures have begun to abate, certain price levels have remained high and inflation may increase in the future, and such increases could lead to the Federal Reserve increasing interest rates. Increases in interest rates could result in higher operating and incremental borrowing costs for us and our tenants.
If BPG fails to qualify as a REIT in any taxable year and BPG is not entitled to relief under applicable statutory provisions: • BPG would be taxed as a non-REIT "C" corporation, which under current laws, among other things, means being unable to deduct dividends paid to stockholders in computing taxable income and being subject to U.S. federal income tax on its taxable income at regular corporate income tax rates, which would reduce BPG’s cash flows and funds available for distribution to stockholders; and • BPG would be disqualified from taxation as a REIT for the four taxable years following the year in which it failed to qualify as a REIT. 13 Changes to the U.S. federal income tax laws, including the enactment of certain tax reform measures, could have a material and adverse effect on us.
If BPG fails to qualify as a REIT in any taxable year and BPG is not entitled to relief under applicable statutory provisions: • BPG would be taxed as a non-REIT "C" corporation, which under current laws, among other things, means being unable to deduct dividends paid to stockholders in computing taxable income and being subject to U.S. federal income tax on its taxable income at regular corporate income tax rates, which would reduce BPG’s cash flows and funds available for distribution to stockholders; and • BPG would be disqualified from taxation as a REIT for the four taxable years following the year in which it failed to qualify as a REIT.
Any of these outcomes could adversely affect our financial condition, operating results, and cash flows. Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations may adversely affect our financial condition, operating results, and cash flows. Since 2022, interest rates have been significantly higher than in recent years.
As a result, our financial condition, operating results, and cash flows could be adversely impacted. Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations may adversely affect our financial condition, operating results, and cash flows. Since 2022, interest rates have been significantly higher than in recent years.
Containment, Eradication, Recovery, and Reporting The IRT is responsible for deciding on a containment strategy to respond to the cybersecurity incident, coordinating resources, and communicating to management with subsequent notification to the Audit Committee, if warranted. The IRT also directs and coordinates eradication and recovery efforts.
Containment, Eradication, Recovery, and Reporting The IRT is responsible for deciding on a containment strategy to respond to the cybersecurity incident, coordinating resources, and communicating to management with subsequent notification to the Audit Committee, if warranted. The IRT also directs and coordinates eradication and recovery efforts. Containment, eradication, and recovery may be aided by third-party vendors or investigators.
The ownership limit may have the effect of precluding a change in control of BPG by a third party, even if such change in control would be in the best interests of BPG’s stockholders or would result in BPG’s stockholders receiving a premium for their shares over the then-current market price of BPG’s common stock, and even if such change in control would not reasonably jeopardize BPG’s REIT status. 14 BPG may choose to make distributions in BPG’s own stock, in which case stockholders may be required to pay income taxes without receiving any cash dividends.
The ownership limit may have the effect of precluding a change in control of BPG by a third party, even if such change in control would be in the best interests of BPG’s stockholders or would result in BPG’s stockholders receiving a premium for their shares over the then-current market price of BPG’s common stock, and even if such change in control would not reasonably jeopardize BPG’s REIT status.
The costs of investigation and removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to lease such property, to borrow funds using such property as collateral, or to dispose of such property. 10 In addition, certain of our properties may contain asbestos-containing building materials ("ACBM").
The costs of investigation and removal or remediation of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect our ability to lease such property, to borrow funds using such property as collateral, or to dispose of such property.
As a REIT, we must annually distribute at least 90% of our REIT taxable income to our stockholders. As a result, we depend on internally generated free cash flow, proceeds from asset sales, and capital raises in the debt and equity markets to fund our business.
As a result, we depend on internally generated free cash flow, proceeds from asset sales, and capital raises in the debt and equity markets to fund our business.
We are continually assessing our Portfolio to determine our compliance with the current requirements of the ADA.
We regularly assess our Portfolio to determine our compliance with the current requirements of the ADA.
Post-Incident Activity After recovery, the IRT conducts a post-incident analysis to identify potential enhancements to the cybersecurity program that can mitigate the risk and/or severity of future incidents. The results of these reviews are shared with management and the Audit Committee. Cybersecurity Risks As of December 31, 2024, we have not had any known instances of material cybersecurity incidents.
Post-Incident Activity After recovery, the IRT conducts a post-incident analysis for significant cybersecurity incidents to identify potential enhancements to the cybersecurity program that can mitigate the risk and/or severity of future incidents. The results of these reviews are shared with management and the Audit Committee as appropriate.
See "Risk Factors – Risks Related to Our Portfolio and Our Business – An uninsured property loss or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in those properties." 19 Item 3 .
See "Risk Factors – Risks Related to Our Portfolio and Our Business – An uninsured property loss or a loss that exceeds the limits of our insurance policies could result in a loss of our investment or related revenue in those properties." Additionally, we have a wholly owned captive insurance company, Brixmor Incap, LLC ("Incap").
We rely extensively on information technology ("IT") systems, including systems through vendors and third parties, to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by, cybersecurity attacks. These attacks could include attempts to gain unauthorized access to our data and/or IT systems.
We rely extensively on IT systems, including systems through vendors and third parties, to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by, 11 cybersecurity incidents.
We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information or other business disruptions.
See "We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information or other business disruptions" in Item 1A. "Risk Factors" for further information relating to cybersecurity risks. 17 Item 2 .
Our access to external capital depends upon several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential, our liquidity and leverage ratios, and our cash distributions. Additionally, since 2022, interest rates have been significantly higher than in recent years.
Our access to external capital depends upon several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential, our liquidity and leverage ratios, and our cash distributions. In recent years, interest rates have fluctuated significantly. Interest rate increases negatively affect our ability to efficiently refinance our outstanding debt.
Increased interest rates negatively affect our ability to efficiently refinance our outstanding 9 debt. Consequently, we cannot provide assurance that we will be able to access the debt and equity capital markets on favorable terms or at all.
Consequently, we cannot provide assurance that we will be able to access the debt and equity capital markets on favorable terms or at all.
We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have an adverse effect on our operating results in the period in which the charge is recognized.
We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future.
A successful attack could also damage our reputation and result in significant remediation costs, regulatory investigations, and potential litigation. 11 Similarly, our tenants rely extensively on IT systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity attacks, which could impact their ability to pay rent timely or at all.
Similarly, our tenants rely extensively on IT systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity incidents, which could impact their ability to pay rent timely or at all.
Under Maryland law and BPG’s charter, BPG’s directors and officers do not have any liability to BPG or BPG’s stockholders for money damages other than liability resulting from: • the actual receipt of an improper benefit or profit in money, property, or services; or • active and deliberate dishonesty by the director or officer that was established by a final judgment and is material to the cause of action adjudicated. 12 BPG’s charter authorizes, and BPG’s bylaws require, BPG to indemnify each of BPG’s directors and officers who is made a party to or witness in a proceeding by reason of his or her service in those capacities (or in a similar capacity at another entity at the request of BPG), to the maximum extent permitted under Maryland law, from and against any claim or liability to which such person may become subject by reason of his or her status as a present or former director or officer of BPG.
BPG’s charter authorizes, and BPG’s bylaws require, BPG to indemnify each of BPG’s directors and officers who is made a party to or witness in a proceeding by reason of his or her service in those capacities (or in a similar capacity at another entity at the request of BPG), to the maximum extent permitted under Maryland law, from and against any claim or liability to which such person may become subject by reason of his or her status as a present or former director or officer of BPG.
Although we maintain insurance that is designed to cover cybersecurity incidents, our coverage may not sufficiently cover all types of losses or claims that may arise or be subject to exclusions.
Although we maintain insurance that is designed to cover cybersecurity incidents, our coverage may not sufficiently cover all types of losses or claims that may arise or be subject to exclusions. Furthermore, as cybersecurity incidents increase in frequency and magnitude, we may be unable to obtain insurance in amounts and on terms we view as adequate.
Once a potential cybersecurity incident is identified, including a third-party cybersecurity event, the incident response coordinator follows the procedures pursuant to the CSIRP to investigate the potential incident, including classifying the nature and severity of the event.
Once a potential cybersecurity incident is identified, including a third-party cybersecurity event, the IRT follow the procedures pursuant to the CSIRP to investigate the potential incident.
We formed Incap as part of our overall risk management program to stabilize insurance costs, manage exposures, and recoup expenses through the function of the captive program. Incap is capitalized in accordance with the applicable regulatory requirements. We also maintain commercial liability, fire, extended coverage, earthquake, business interruption, and rental loss insurance covering all of the properties in our Portfolio.
Incap underwrites the first layer of general liability insurance for the properties in our Portfolio. We formed Incap as part of our overall risk management program to stabilize insurance costs, manage exposures, and recoup expenses through the function of the captive program. Incap is capitalized in accordance with the applicable regulatory requirements. 20 Item 3 .
Our high-quality national Portfolio is primarily located within established trade areas in the top 50 CBSAs in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2024, our three largest tenants by ABR were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.
Properties As of December 31, 2025, our Portfolio was comprised of 348 shopping centers totaling approximately 63 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 CBSAs in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.
BPG’s investment, financing, and dividend policies and our policies with respect to all other business activities, including strategy and operations, will be determined by BPG’s board of directors. These policies may be amended or revised at any time and from time to time at the discretion of BPG’s board of directors without a vote of our stockholders.
These policies may be amended or revised at any time and from time to time at the discretion of BPG’s board of directors without a vote of our 12 stockholders.
The credit ratings assigned are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to our industry. Our credit rating can affect our ability to access debt capital, as well as the terms of certain existing and potential future debt financings.
Our creditworthiness is rated by nationally recognized credit rating agencies. The credit ratings assigned are based on our operating performance, liquidity and leverage ratios, financial condition and prospects, and other factors viewed by the credit rating agencies as relevant to our industry.
BPG’s charter does not permit any person to own more than 9.8% of BPG’s outstanding common stock or of BPG’s outstanding stock of all classes or series, and attempts to acquire BPG’s common stock or BPG’s stock of all classes or series in excess of these limits would not be effective without an exemption from these limits by BPG’s board of directors.
However, BPG would not be subject to this tax if it were to sell such assets through a taxable REIT subsidiary, instead incurring tax on the asset sale at regular corporate tax rates. 14 BPG’s charter does not permit any person to own more than 9.8% of BPG’s outstanding common stock or of BPG’s outstanding stock of all classes or series, and attempts to acquire BPG’s common stock or BPG’s stock of all classes or series in excess of these limits would not be effective without an exemption from these limits by BPG’s board of directors.
Management and Board Oversight We have dedicated cybersecurity resources led by our Chief Information Officer ("CIO"), who regularly provides reports on cybersecurity to our executive officers, including the CEO and CFO. Our CIO has significant experience in the cybersecurity and IT fields and holds multiple degrees, including a Bachelor of Science in Information Science and a Master of Business Administration.
Management and Board Oversight We have dedicated cybersecurity resources, including our incident response team ("IRT"), led by our Chief Information Officer ("CIO"), who regularly provides reports on cybersecurity to our executive officers, including the CEO and CFO.
Processes for Assessing, Identifying, and Managing Material Risks from Cybersecurity Threats Our cybersecurity program has four components: (1) preparation and prevention; (2) detection and analysis; (3) incident response including containment, eradication, recovery, and reporting; and (4) post-incident analysis and program enhancements. 15 Preparation and Prevention We utilize a variety of tools, processes, software, and hardware that are managed and monitored by our IT resources including third-party vendors, as applicable, to prevent and prepare for cybersecurity threats.
Processes for Assessing, Identifying, and Managing Material Risks from Cybersecurity Threats Our cybersecurity program has four components: (1) preparation and prevention; (2) detection and analysis; (3) incident response including containment, eradication, recovery, and reporting; and (4) post-incident analysis and program enhancements.
Complying with REIT requirements may force BPG to liquidate or restructure investments or forgo otherwise attractive investment opportunities, and/or may discourage BPG from disposing of certain assets. In order to qualify as a REIT, BPG must satisfy various requirements relating to the types of assets it holds and the nature of its income.
In order to qualify as a REIT, BPG must satisfy various requirements relating to the types of assets it holds and the nature of its income.
Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. The laws also may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
In addition, certain of our properties may contain asbestos-containing building materials ("ACBM"). Environmental laws require that ACBM be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements.
The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate change, and the economic and reputational impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.
The direct and indirect impact on us and our tenants from severe weather events, including flooding, wildfires, and hurricanes, could adversely affect our financial condition, operating results, and cash flows.
Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies. Public health crises could materially and adversely affect our financial condition, operating results, and cash flows. Public health crises can have repercussions across domestic and global economies and financial markets.
Public health crises could materially and adversely affect our financial condition, operating results, and cash flows. Public health crises can have repercussions across domestic and global economies and financial markets.
The foregoing general description of the characteristics of the leases of our Portfolio is not intended to describe all leases, and material variations in lease terms may exist. Insurance We have a wholly owned captive insurance company, Brixmor Incap, LLC (“Incap”). Incap underwrites the first layer of general liability insurance for the properties in our Portfolio.
The foregoing general description of the characteristics of the leases of our Portfolio is not intended to describe all leases, and material variations in lease terms may exist. Insurance We maintain commercial liability, fire, extended coverage, earthquake, business interruption, and rental loss insurance covering all of the properties in our Portfolio.
We recognize that our third-party vendors can be subject to cybersecurity incidents which may impact us. To mitigate third-party risk, vendor access to our network resources is reviewed, authorized, and monitored for appropriateness. Third-party IT vendors that are determined to present a higher risk are also subject to additional diligence such as questionnaires, inquiries, and relevant certifications.
Third-party IT vendors that are determined to present a higher risk are also subject to additional diligence such as questionnaires, inquiries, and relevant certifications.
We face competition in pursuing acquisition opportunities, which could increase the cost of such acquisitions and/or limit our ability to grow. To the extent that we are able to complete acquisitions, we may not be able to generate expected returns or successfully integrate such acquisitions into our existing operations.
To the extent that we are able to complete acquisitions, we may not be able to generate expected returns or successfully integrate such acquisitions into our existing operations. We continue to evaluate the market for potential acquisitions and we may acquire properties when we believe strategic opportunities exist.
We may be unable to acquire desired properties because of competition from other real estate investors, including from other well-capitalized REITs and institutional investment funds. Even if we are able to acquire desired properties, competition from such investors may significantly increase the price we must pay.
Our ability to acquire properties on favorable terms and successfully integrate, operate, reposition, or redevelop such properties is subject to several risks. We may be unable to acquire desired properties because of competition from other real estate investors, including from other well-capitalized REITs and institutional investment funds.
In certain circumstances, we may abandon acquisition activities after expending significant resources to pursue such opportunities.
Even if we are able to acquire desired properties, competition from such investors may significantly increase the price we must pay. In certain circumstances, we may abandon acquisition activities after expending significant resources to pursue such opportunities.
The resulting 100% tax could affect BPG’s decisions to sell certain properties if it believes such sales could be treated as prohibited transactions. However, BPG would not be subject to this tax if it were to sell such assets through a taxable REIT subsidiary, instead incurring tax on the asset sale at regular corporate tax rates.
The resulting 100% tax could affect BPG’s decisions to sell certain properties if it believes such sales could be treated as prohibited transactions.
Any legislative action, including the possibility of major tax legislation, may prospectively or retroactively modify BPG’s tax treatment and, therefore, may adversely affect taxation of BPG or BPG’s stockholders. Stockholders should consult with their tax advisors with respect to the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in BPG’s stock.
Stockholders should consult with their tax advisors with respect to the status of legislative, regulatory, or administrative developments and proposals and their potential effect on an investment in BPG’s stock. Complying with REIT requirements may force BPG to liquidate or restructure investments or forgo otherwise attractive investment opportunities, and/or may discourage BPG from disposing of certain assets.
As a result, our financial condition, operating results, and cash flows be adversely impacted. Adverse changes in our credit rating could affect our borrowing ability and the terms of existing or new financing. Our creditworthiness is rated by nationally recognized credit rating agencies.
If, in the future, we are not able to effectively mitigate these interest rate risks by utilizing interest rate swaps, that we have historically employed, our access to capital, as well as our financial condition, operating results, and cash flows could be adversely impacted. 9 Adverse changes in our credit rating could affect our borrowing ability and the terms of existing or new financing.
Even if these events do not directly impact our properties, they have impacted and may continue to impact us and our tenants through increases in insurance, energy or other costs. In addition, the ongoing transition to non-carbon based energy presents certain risks for us and our tenants, including risks related to high energy costs and energy shortages, among other things.
Even if these events do not directly impact our properties, they have impacted and may continue to impact us and our tenants through increases in insurance, energy, or other costs. In addition, changes in laws or regulations, including federal, state, or local laws, relating to reductions in greenhouse gas emissions could result in increased costs and capital expenditures.
Therefore, a key element of our prevention efforts is training employees to recognize and respond to cybersecurity threats. All new hires receive mandatory privacy and information security training. Employees must also complete mandatory ongoing annual cybersecurity and data trainings, which are supplemented throughout the year by regular phishing and other cyber-related awareness activities.
Employees must also complete mandatory ongoing annual cybersecurity and data trainings, which are supplemented throughout the year by regular phishing and other cyber-related awareness activities. To mitigate third-party risk, vendor access to our network resources is reviewed, authorized, and monitored for appropriateness.
The direct and indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows. We may be required to make rent or other concessions and/or incur significant capital expenditures to retain existing tenants or attract new tenants.
The direct and indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows. We and our tenants face risks relating to cybersecurity incidents that could cause the loss of confidential information or other business disruptions.
The Internal Revenue Service ("IRS"), the U.S. Treasury Department, and Congress frequently review U.S. federal income tax legislation, regulations, and other guidance. BPG cannot predict whether, when, or to what extent new U.S. federal tax laws, regulations, interpretations, or rulings will be adopted.
BPG cannot predict whether, when, or to what extent new U.S. federal tax laws, regulations, interpretations, or rulings will be adopted. Any legislative action, including the possibility of major tax legislation, may prospectively or retroactively modify BPG’s tax treatment and, therefore, may adversely affect taxation of BPG or BPG’s stockholders.
Significant retailer distress across our Portfolio could adversely affect our financial condition, operating results, and cash flows. Our income is substantially comprised of rental income from tenants in our Portfolio.
Our income is substantially comprised of rental income from tenants in our Portfolio.
Additionally, our CIO is a Certified Information Security Manager. We have developed a cybersecurity incident response plan ("CSIRP") for cybersecurity incidents that may jeopardize the confidentiality, integrity, or availability of our IT systems. Our CSIRP guides the internal response to cybersecurity incidents, following a process consistent with well-recognized industry cybersecurity frameworks.
Our CSIRP guides the internal response to cybersecurity incidents, following a process consistent with well-recognized industry cybersecurity frameworks.
However, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging. See "We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information or other business disruptions" in Item 1A.
Cybersecurity Risks As of December 31, 2025, we have not had any known instances of material cybersecurity incidents, including third-party incidents, during any of the prior three fiscal years. However, there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.
The following table summarizes our top 20 tenants, ranked by ABR, as of December 31, 2024 (dollars in thousands, except for PSF amounts): Retailer Owned Leases (1) Leased GLA (1) Percent of GLA (1) ABR (1) Percent of ABR (1) ABR PSF (1) The TJX Companies, Inc. 90 2,604,394 4.1 % $ 33,176 3.3 % $ 12.74 The Kroger Co. 45 3,037,909 4.7 % 23,207 2.3 % 7.64 Burlington Stores, Inc. 44 1,829,056 2.9 % 20,987 2.1 % 11.47 Dollar Tree Stores, Inc. 119 1,357,291 2.1 % 16,509 1.6 % 12.16 Publix Super Markets, Inc. 32 1,490,442 2.3 % 14,898 1.5 % 10.00 Ross Stores, Inc 43 1,100,750 1.7 % 13,946 1.4 % 12.67 Five Below, Inc. 65 622,769 1.0 % 12,626 1.2 % 20.27 Amazon.com, Inc. / Whole Foods Market Services, Inc. 18 654,782 1.0 % 12,040 1.2 % 18.39 L.A Fitness International, LLC 15 606,956 0.9 % 11,737 1.2 % 19.34 PetSmart, Inc. 27 587,611 0.9 % 10,121 1.0 % 17.22 Ulta Beauty, Inc. 37 405,313 0.6 % 9,905 1.0 % 24.44 Albertson's Companies, Inc 14 750,202 1.2 % 9,877 1.0 % 13.17 Ahold Delhaize 15 797,807 1.2 % 9,031 0.9 % 11.32 Kohl's Corporation 14 1,051,137 1.6 % 8,763 0.9 % 8.34 PETCO Animal Supplies, Inc. 35 479,951 0.7 % 8,630 0.9 % 17.98 The Michaels Companies, Inc. 23 515,734 0.8 % 6,895 0.7 % 13.37 ALDI 20 616,530 1.0 % 5,913 0.6 % 9.59 Barnes & Noble, Inc. 17 332,382 0.5 % 5,690 0.6 % 17.12 JOANN Stores, Inc. 19 423,020 0.7 % 5,483 0.5 % 12.96 Party City Holdco Inc. 24 353,833 0.6 % 5,342 0.5 % 15.10 TOP 20 RETAILERS 716 19,617,869 30.5 % $ 244,776 24.4 % $ 12.48 (1) Includes only locations which are owned or guaranteed by the parent company.
The following table summarizes our top 20 tenants, ranked by ABR, as of December 31, 2025 (dollars in thousands, except for PSF amounts): Retailer Owned Leases (1) Leased GLA (1) Percent of GLA (1) ABR (1) Percent of ABR (1) ABR PSF (1) The TJX Companies, Inc. 90 2,564,676 4.1 % $ 33,673 3.2 % $ 13.13 The Kroger Co. 44 3,000,900 4.8 % 24,006 2.3 % 8.00 Burlington Stores, Inc. 46 1,725,367 2.8 % 21,564 2.1 % 12.50 Publix Super Markets, Inc. 34 1,587,457 2.5 % 16,748 1.6 % 10.55 Ross Stores, Inc 50 1,246,499 2.0 % 16,422 1.6 % 13.17 Dollar Tree Stores, Inc. 108 1,253,821 2.0 % 15,868 1.5 % 12.66 Five Below, Inc. 66 631,887 1.0 % 12,962 1.2 % 20.51 Amazon.com, Inc. / Whole Foods Market Services, Inc. 19 658,464 1.1 % 12,371 1.2 % 18.79 L.A Fitness International, LLC 13 528,162 0.8 % 10,566 1.0 % 20.01 Ulta Beauty, Inc. 39 423,324 0.7 % 10,509 1.0 % 24.82 PetSmart, Inc. 28 609,077 1.0 % 10,462 1.0 % 17.18 Albertson's Companies, Inc 14 749,018 1.2 % 9,875 0.9 % 13.18 PETCO Animal Supplies, Inc. 34 477,934 0.8 % 8,605 0.8 % 18.00 Ahold Delhaize 13 736,178 1.2 % 8,492 0.8 % 11.54 Kohl's Corporation 13 963,606 1.5 % 7,405 0.7 % 7.68 The Michaels Companies, Inc. 24 544,061 0.9 % 7,298 0.7 % 13.41 Barnes & Noble, Inc. 18 352,382 0.6 % 6,115 0.6 % 17.35 Sprouts Farmers Market, Inc. 9 245,212 0.4 % 6,076 0.6 % 24.78 Best Buy Co., Inc. 12 434,051 0.7 % 5,979 0.6 % 13.77 DICK's Sporting Goods, Inc. 17 369,005 0.6 % 5,912 0.6 % 16.02 TOP 20 RETAILERS 691 19,101,081 30.7 % $ 250,908 24.0 % $ 13.14 (1) Includes only locations which are owned or guaranteed by the parent company.
Changes in laws or regulations, including federal, state, or local laws, relating to climate change could result in increased capital expenditures to improve the energy efficiency of our properties. Risks Related to Our Organization and Structure BPG’s board of directors may change significant corporate policies without stockholder approval.
Risks Related to Our Organization and Structure BPG’s board of directors may change significant corporate policies without stockholder approval. BPG’s investment, financing, and dividend policies and our policies with respect to all other business activities, including strategy and operations, will be determined by BPG’s board of directors.
Removed
We continue to evaluate the market for potential acquisitions and we may acquire properties when we believe strategic opportunities exist. Our ability to acquire properties on favorable terms and successfully integrate, operate, reposition, or redevelop such properties is subject to several risks.
Added
Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies. We may be required to make rent or other concessions and/or incur significant capital expenditures to retain existing tenants or attract new tenants.
Removed
In order to partially mitigate our exposure to interest rate risk, we have entered into interest rate swap agreements on $500.0 million of our variable rate debt, which involve the exchange of variable for fixed rate interest payments.
Added
Any future impairment could have an adverse effect on our operating results in the period in which the charge is recognized. 8 We face competition in pursuing acquisition opportunities, which could increase the cost of such acquisitions and/or limit our ability to grow.
Removed
Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would not result in an increase in annual interest expense. We may be unable to obtain additional capital through the debt and equity markets on favorable terms or at all.
Added
Any of these outcomes could adversely affect our financial condition, operating results, and cash flows. We may be unable to obtain additional capital through the debt and equity markets on favorable terms or at all. As a REIT, we must annually distribute at least 90% of our REIT taxable income to our stockholders.
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Further, new technologies such as Artificial Intelligence may be more capable at evading these safeguard measures.
Added
Our credit rating can affect our ability to access debt capital, as well as the terms of certain existing and potential future debt financings.
Removed
We continue to strengthen access management mechanisms including broad adoption of multi-factor authentication, geolocation-based blocking, and network segmentation. To support our preparedness, we perform tabletop exercises at least once a year to test our CSIRP. We recognize that threat actors frequently target employees to gain unauthorized access to information systems.
Added
The laws also may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.
Removed
Additionally, we conduct specialized training for our high-risk employees on an annual basis and specialized training for employees with access to certain sensitive information systems. These trainings and tests are tracked throughout the year for each employee and are directly tied to their overall compensation.
Added
These incidents or interruptions could include attempts to gain unauthorized access to our data and/or IT systems, computer viruses, cyberattacks (including ransomware, malware, unauthorized access attempts, and denial of service and other unintentional intrusions or malicious cyber-attacks), social engineering (including phishing), or other fraudulent schemes.
Removed
Eradication and recovery activities depend on the nature of the cybersecurity incident, which may include, but are not limited to, rebuilding systems and/or hosts, replacing compromised files with clean versions, or validation of files or data that may have been affected. Containment, eradication, and recovery may be aided by third-party vendors or investigators.
Added
Further, new technologies such as AI may be more capable of evading these safeguard measures. We employ measures designed to detect such cybersecurity threats, but these threats could become more sophisticated and difficult to detect and counteract, which may present significant risks to the security of our IT systems and data.
Removed
"Risk Factors" for further information relating to cybersecurity risks. 16 Item 2 . Properties As of December 31, 2024, our Portfolio was comprised of 363 shopping centers totaling approximately 64 million square feet of GLA.
Added
Cybersecurity incidents could also damage our reputation and result in significant remediation costs, regulatory scrutiny or investigations, and potential litigation.
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Item 2. Properties
Properties — owned and leased real estate
6 edited+0 added−0 removed13 unchanged
Item 2. Properties
Properties — owned and leased real estate
6 edited+0 added−0 removed13 unchanged
2024 filing
2025 filing
Biggest changeFinnegan President, Chief Operating Officer 2004 44 Mark T. Horgan Executive Vice President, Chief Investment Officer 2016 49 Steven F. Siegel Executive Vice President, General Counsel and Secretary 1991 64 (1) Includes predecessors of Brixmor Property Group Inc. Corporate Headquarters Brixmor Property Group Inc., a Maryland corporation, was incorporated in 2011.
Biggest changeHorgan Executive Vice President, Chief Investment Officer 2016 50 Steven F. Siegel Executive Vice President, General Counsel and Secretary 1991 65 (1) Includes predecessors of Brixmor Property Group Inc. Corporate Headquarters Brixmor Property Group Inc., a Maryland corporation, was incorporated in 2011. The Operating Partnership, a Delaware limited partnership, was formed in 2011.
REIT Qualification We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, have maintained such requirements through our taxable year ended December 31, 2024, and intend to satisfy such requirements for subsequent taxable years.
REIT Qualification We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, have maintained such requirements through our taxable year ended December 31, 2025, and intend to satisfy such requirements for subsequent taxable years.
As of December 31, 2024, we are not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.
As of December 31, 2025, we are not aware of any environmental conditions or material costs of complying with environmental or other government regulations that would have a material adverse effect on our overall business, financial condition, or results of operations.
In order to comply with REIT requirements, we may need to forgo otherwise attractive opportunities or limit the manner in which we conduct our operations. See "Risks Related to our REIT Status and Certain Other Tax Items" in Item 1A.
In order to comply with REIT requirements, we may need to forgo otherwise attractive opportunities or limit the manner in which we conduct our operations. See "Risks Related to our REIT Status and Certain Other Tax Items" in Item 1A. "Risk Factors" for further information.
The Operating Partnership, a Delaware limited partnership, was formed in 2011. Our principal executive offices are located at 100 Park Avenue, New York, New York 10017, and our telephone number is (212) 869-3000. Our website address is https://www.brixmor.com. Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.
Our principal executive offices are located at 100 Park Avenue, New York, New York 10017, and our telephone number is (212) 869-3000. 5 Our website address is https://www.brixmor.com. Information on our website is not incorporated by reference herein and is not a part of this Annual Report on Form 10-K.
"Risk Factors" for further information. 5 Executive Officers As of the date of filing this Form 10-K, our executive officers included the following: Name Position Year Joined (1) Age James M. Taylor Chief Executive Officer ("CEO") 2016 58 Steven T. Gallagher Executive Vice President, Chief Financial Officer ("CFO") and Treasurer 2017 43 Brian T.
Executive Officers As of the date of filing this Form 10-K, our executive officers included the following: Name Position Year Joined (1) Age Brian T. Finnegan Chief Executive Officer ("CEO") and President 2004 45 Steven T. Gallagher Executive Vice President, Chief Financial Officer ("CFO") and Treasurer 2017 44 Mark T.
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
7 edited+1 added−0 removed8 unchanged
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
7 edited+1 added−0 removed8 unchanged
2024 filing
2025 filing
Biggest changeTo the extent that distributions are both in excess of taxable earnings and profits and in excess of the stockholder’s adjusted tax basis in its common shares, the distributions will be treated as capital gains from the sale of common shares. For the taxable year ended December 31, 2024, 100.0% of the Company’s distributions to stockholders constituted taxable ordinary income.
Biggest changeTo the extent that distributions are both in excess of taxable earnings and profits and in excess of the stockholder’s adjusted tax basis in its common shares, the distributions will be treated as capital gains from the sale of common shares.
All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed. Sales of Unregistered Equity Securities There were no sales of unregistered equity securities during the year ended December 31, 2024.
All stockholder return performance assumes the reinvestment of dividends. The information in this paragraph and the following performance chart are deemed to be furnished, not filed. Sales of Unregistered Equity Securities There were no sales of unregistered equity securities during the year ended December 31, 2025.
This figure does not represent the actual number of beneficial owners of BPG’s common stock because shares of BPG’s common stock are frequently held in “street name” by securities dealers and others for the benefit of beneficial owners who may vote the shares.
This figure does not represent the actual number of beneficial owners of BPG’s common stock because shares of BPG’s common stock are frequently held in "street name" by securities dealers and others for the benefit of beneficial owners who may vote the shares.
For the taxable year ended December 31, 2023, 100.0% of the Company’s distributions to stockholders constituted taxable ordinary income. 21 BPG’s Total Stockholder Return Performance The following performance chart compares, for the period from December 31, 2019 through December 31, 2024, the cumulative total return of BPG’s common stock with the cumulative total return of the S&P 500 Index and the FTSE Nareit Equity Shopping Centers Index.
For the taxable year ended December 31, 2024, 100.0% of the Company’s distributions to stockholders constituted taxable ordinary income. 22 BPG’s Total Stockholder Return Performance The following performance chart compares, for the period from December 31, 2020 through December 31, 2025, the cumulative total return of BPG’s common stock with the cumulative total return of the S&P 500 Index and the FTSE Nareit Equity Shopping Centers Index.
Item 4. Mine Safety Disclosures Not applicable. 20 PART II Item 5 . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities BPG’s common stock trades on the New York Stock Exchange under the trading symbol "BRX." As of February 3, 2025, the number of holders of record of BPG’s common stock was 487.
Item 4. Mine Safety Disclosures Not applicable. 21 PART II Item 5 . Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities BPG’s common stock trades on the New York Stock Exchange under the trading symbol "BRX." As of February 2, 2026, the number of holders of record of BPG’s common stock was 463.
Issuer Purchases of Equity Securities In November 2022, we renewed our share repurchase program (the "Repurchase Program") for up to $400.0 million of our common stock. The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by our board of directors.
Issuer Purchases of Equity Securities On October 28, 2025, we renewed our share repurchase program (the "Repurchase Program") for up to $400.0 million of our common stock. The Repurchase Program is scheduled to expire on October 28, 2028, unless suspended or extended by our board of directors.
The Repurchase Program replaced our prior share repurchase program, which was scheduled to expire on January 9, 2023. During the three months and year ended December 31, 2024, we did not repurchase any shares of common stock. As of December 31, 2024, the Repurchase Program had $400.0 million of available repurchase capacity. Item 6 . [Reserved] 22
The Repurchase Program replaced our prior share repurchase program, which was scheduled to expire on November 1, 2025. During the three months and year ended December 31, 2025, we did not repurchase any shares of common stock. As of December 31, 2025, the Repurchase Program had $400.0 million of available repurchase capacity. Item 6 . [Reserved] 23
Added
For the taxable year ended December 31, 2025, 97.5% of the Company’s distributions to stockholders constituted taxable ordinary income and 2.5% constituted taxable capital gain income.
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
32 edited+4 added−1 removed17 unchanged
Item 7. Management's Discussion & Analysis
Management's Discussion & Analysis (MD&A) — revenue / margin commentary
32 edited+4 added−1 removed17 unchanged
2024 filing
2025 filing
Biggest changeDuring the years ended December 31, 2024 and 2023, construction compensation costs of $18.9 million and $18.5 million, respectively, were capitalized to building and improvements and leasing legal costs of $3.2 million and $4.6 million, respectively, and leasing commission costs of $7.6 million and $7.9 million, respectively, were capitalized to deferred charges and prepaid expenses, net. 26 Other Income and Expenses (in thousands) Year Ended December 31, 2024 2023 $ Change Other income (expense) Dividends and interest $ 20,776 $ 666 $ 20,110 Interest expense (215,994) (190,733) (25,261) Gain on sale of real estate assets 78,064 65,439 12,625 Gain on extinguishment of debt, net 554 4,356 (3,802) Other (3,160) (2,446) (714) Total other expense $ (119,760) $ (122,718) $ 2,958 Dividends and interest The increase in dividends and interest for the year ended December 31, 2024 of $20.1 million, compared to the corresponding period in 2023, was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.
Biggest changeOther Income and Expenses (in thousands) Year Ended December 31, 2025 2024 $ Change Other income (expense) Dividends and interest $ 7,736 $ 20,776 $ (13,040) Interest expense (224,689) (215,994) (8,695) Gain on sale of real estate assets 123,339 78,064 45,275 Gain (loss) on extinguishment of debt, net (296) 554 (850) Other (2,856) (3,160) 304 Total other expense $ (96,766) $ (119,760) $ 22,994 Dividends and interest The decrease in dividends and interest for the year ended December 31, 2025 of $13.0 million, compared to the corresponding period in 2024, was primarily due to a decrease in interest income associated with lower average cash and cash equivalent balances and a lower weighted average interest rate return. 27 Interest expense The increase in interest expense for the year ended December 31, 2025 of $8.7 million, compared to the corresponding period in 2024, was primarily due to a higher weighted average interest rate, partially offset by lower weighted average debt obligations.
Uses • debt repayments; • maintenance capital expenditures; • leasing capital expenditures; • dividend/distribution payments; • value-enhancing reinvestment capital expenditures; • acquisitions; and • repurchases of equity securities. We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities.
Uses • debt repayments; • maintenance capital expenditures; • leasing capital expenditures; • dividend/distribution payments; • value-enhancing reinvestment capital expenditures; • acquisitions; and 28 • repurchases of equity securities. We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities.
Our management team has deep industry knowledge and well-established relationships with retailers, brokers, and vendors through many years of operational and transactional experience, as well as significant capital markets capabilities and expertise in executing value-enhancing reinvestment opportunities. 23 Factors That May Influence Our Future Results We derive our rental income primarily from base rent and expense reimbursements paid by tenants to us under existing leases at each of our properties.
Our management team has deep industry knowledge and well-established relationships with retailers, brokers, and vendors through many years of operational and transactional experience, as well as significant capital markets capabilities and expertise in executing value-enhancing reinvestment opportunities. 24 Factors That May Influence Our Future Results We derive our rental income primarily from base rent and expense reimbursements paid by tenants to us under existing leases at each of our properties.
Gain on extinguishment of debt, net During the year ended December 31, 2024, we repurchased $67.7 million of the $700.0 million 2025 Notes then outstanding, resulting in a $0.6 million gain on extinguishment of debt.
During the year ended December 31, 2024, we repurchased $67.7 million of the $700.0 million 2025 Notes then outstanding, resulting in a $0.6 million gain on extinguishment of debt.
Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2024, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.
Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of December 31, 2025, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.
BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2024, and intends to satisfy such requirements for subsequent taxable years.
BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2025, and intends to satisfy such requirements for subsequent taxable years.
We provide our tenants with dedicated service through both our national accounts leasing team based in New York and our network of three regional offices in Atlanta, Philadelphia and San Diego, as well as our 11 leasing and property management satellite offices throughout the country.
We provide our tenants with dedicated service through both our national accounts leasing team based in New York and our network of three regional offices in Atlanta, Philadelphia and San Diego, as well as our 10 leasing and property management satellite offices throughout the country.
Material Cash Requirements Our expected material cash requirements for the twelve months ended December 31, 2025 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.
Material Cash Requirements Our expected material cash requirements for the twelve months ended December 31, 2026 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.
(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of December 31, 2024. See
(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of December 31, 2025. See
Impairment of real estate assets During the year ended December 31, 2024, aggregate impairment of $11.1 million was recognized on one partial shopping center and one land parcel as a result of disposition activity, and two operating properties.
During the year ended December 31, 2024, aggregate impairment of $11.1 million was recognized on one partial shopping center and one land parcel as a result of disposition activity, and two operating properties.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, 2023, filed with the SEC on February 12, 2024, for a discussion of the comparison of the year ended December 31, 2023 to the year ended December 31, 2022.
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K for the year ended December 31, 2024, filed with the SEC on February 10, 2025, for a discussion of the comparison of the year ended December 31, 2024 to the year ended December 31, 2023.
See "Forward-Looking Statements" included elsewhere in this Annual Report on Form 10-K for additional information regarding risk factors that could affect our financial condition, operating results, and cash flows. Leasing Highlights As of December 31, 2024, billed and leased occupancy were 91.4% and 95.2%, respectively, compared to 90.6% and 94.7%, respectively, as of December 31, 2023.
See "Forward-Looking Statements" included elsewhere in this Annual Report on Form 10-K for additional information regarding risk factors that could affect our financial condition, operating results, and cash flows. Leasing Highlights As of December 31, 2025, billed and leased occupancy were 91.6% and 95.1%, respectively, compared to 91.4% and 95.2%, respectively, as of December 31, 2024.
The increase for assets owned for the full period was due to (i) a $38.8 million increase in base rent; (ii) a $7.2 million increase in straight-line rental income, net; (iii) a $7.1 million increase in expense reimbursements; (iv) a $0.5 million increase in percentage rents; and (v) a $0.3 million increase in ancillary and other rental income; partially offset by (vi) a $4.1 million decrease in rental income associated with revenues deemed uncollectible; (vii) a $1.2 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; and (viii) a $1.0 million decrease in lease termination fees.
The increase for assets owned for the full period was due to (i) a $26.9 million increase in base rent; (ii) a $15.7 million increase in expense reimbursements; (iii) a $10.4 million increase in lease termination fees; (iv) a $9.1 million increase in ancillary and other rental income; and (v) a $1.2 million increase in straight-line rental income, net; partially offset by (vi) a $2.4 million decrease in rental income associated with revenues deemed uncollectible; (vii) a $0.6 million decrease in percentage rents; and (viii) a $0.1 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements.
General and administrative The decrease in general and administrative costs of $0.8 million for the year ended December 31, 2024, compared to the corresponding period in 2023, was primarily due to a decrease in office rent expense, partially offset by an increase in net compensation costs.
General and administrative The decrease in general and administrative costs of $3.7 million for the year ended December 31, 2025, compared to the corresponding period in 2024, was primarily due to a decrease in net compensation costs, partially offset by an increase in office rent expense.
Gain on sale of real estate assets During the year ended December 31, 2024, six shopping centers, five partial shopping centers, and one land parcel were disposed of resulting in aggregate gain of $76.2 million.
During the year ended December 31, 2024, six shopping centers, five partial shopping centers, and one land parcel were disposed of resulting in aggregate gain of $76.2 million.
We own and operate one of the largest publicly traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of December 31, 2024, our portfolio was comprised of 363 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.
We own and operate one of the largest publicly traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of grocery-anchored community and neighborhood shopping centers. As of December 31, 2025, our portfolio was comprised of 348 shopping centers (the "Portfolio") totaling approximately 63 million square feet of GLA.
As of December 31, 2024, we had $1.63 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $378.7 million of cash and cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.
As of December 31, 2025, we had $1.61 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $361.5 million of cash and cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.
Other The increase in other expense for the year ended December 31, 2024 of $0.7 million, as compared to the corresponding period in 2023, was primarily due to an increase in transaction expenses, net. Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022 See Item 7.
Other The decrease in other expense for the year ended December 31, 2025 of $0.3 million, as compared to the corresponding period in 2024, was primarily due to a decrease in transaction expenses, net. Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 See Item 7.
In addition, during the year ended December 31, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million. • During the year ended December 31, 2023, we disposed of 11 shopping centers and nine partial shopping centers for aggregate net proceeds of $182.0 million, resulting in aggregate gain of $65.3 million and aggregate impairment of $6.1 million.
In addition, during the year ended December 31, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.
Contractually Obligated Expenditures The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of December 31, 2024 (dollars in millions): Contractually Obligated Expenditures Twelve Months Ended December 31, 2025 Thereafter Debt maturities (1) $ 632.3 $ 4,718.5 Interest payments (1)(2) 207.2 847.7 Operating leases 6.2 112.9 Total $ 845.7 $ 5,679.1 (1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt.
Contractually Obligated Expenditures The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of December 31, 2025 (dollars in millions): Contractually Obligated Expenditures Twelve Months Ended December 31, 2026 Thereafter Debt maturities (1) $ 607.5 $ 4,910.9 Interest payments (1)(2) 219.3 971.6 Operating leases 6.0 120.1 Total $ 832.8 $ 6,002.6 (1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt.
The $38.8 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 16.5% during the year ended December 31, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.
The $26.9 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 16.4% during the year ended December 31, 2025 and 16.5% during the year ended December 31, 2024.
Acquisition Activity • During the year ended December 31, 2024, we acquired seven shopping centers and two land parcels for an aggregate purchase price of $293.8 million, including transaction costs and closing credits. • During the year ended December 31, 2023, we acquired two land parcels for an aggregate purchase price of $2.3 million, including transaction costs and closing credits. 24 Disposition Activity • During the year ended December 31, 2024, we disposed of six shopping centers, six partial shopping centers, and two land parcels for aggregate net proceeds of $208.2 million, resulting in aggregate gain of $76.2 million and aggregate impairment of $0.5 million.
Acquisition Activity • During the year ended December 31, 2025, we acquired three shopping centers, two land parcels, and acquired a lease and associated subleases at an existing shopping center for an aggregate purchase price of $420.6 million, including transaction costs and closing credits. • During the year ended December 31, 2024, we acquired seven shopping centers and two land parcels for an aggregate purchase price of $293.8 million, including transaction costs and closing credits. 25 Disposition Activity • During the year ended December 31, 2025, we disposed of 18 shopping centers, five partial shopping centers, and one land parcel for aggregate net proceeds of $289.2 million, resulting in aggregate gain of $123.3 million and aggregate impairment of $18.8 million. • During the year ended December 31, 2024, we disposed of six shopping centers, six partial shopping centers, and two land parcels for aggregate net proceeds of $208.2 million, resulting in aggregate gain of $76.2 million and aggregate impairment of $0.5 million.
The following table summarizes our executed leasing activity for the years ended December 31, 2024 and 2023 (dollars in thousands, except for per square foot ("PSF") amounts): For the Year Ended December 31, 2024 Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third-Party Leasing Commissions PSF Rent Spread (1) New, renewal and option leases 1,416 9,575,662 $ 17.57 $ 3.12 $ 2.07 16.5 % New and renewal leases 1,198 5,405,588 21.88 5.53 3.67 22.5 % New leases 497 2,703,535 21.86 9.55 7.26 38.8 % Renewal leases 701 2,702,053 21.90 1.50 0.07 15.7 % Option leases 218 4,170,074 11.99 — — 7.2 % For the Year Ended December 31, 2023 Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third-Party Leasing Commissions PSF Rent Spread (1) New, renewal and option leases 1,653 10,169,163 $ 18.34 $ 4.93 $ 2.34 15.3 % New and renewal leases 1,431 6,327,403 22.02 7.92 3.76 19.3 % New leases 577 2,981,298 21.92 14.51 7.90 40.0 % Renewal leases 854 3,346,105 22.10 2.04 0.06 13.3 % Option leases 222 3,841,760 12.27 — — 7.7 % (1) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal or option leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months.
The following table summarizes our executed leasing activity for the years ended December 31, 2025 and 2024 (dollars in thousands, except for per square foot ("PSF") amounts): For the Year Ended December 31, 2025 Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third-Party Leasing Commissions PSF Rent Spread (1) New, renewal and option leases 1,453 9,530,702 $ 19.66 $ 3.13 $ 2.31 16.4 % New and renewal leases 1,232 5,978,373 23.17 5.00 3.68 21.7 % New leases 512 3,005,321 23.32 8.73 7.29 38.7 % Renewal leases 720 2,973,052 23.01 1.22 0.04 14.7 % Option leases 221 3,552,329 13.77 — — 6.3 % For the Year Ended December 31, 2024 Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third-Party Leasing Commissions PSF Rent Spread (1) New, renewal and option leases 1,416 9,575,662 $ 17.57 $ 3.12 $ 2.07 16.5 % New and renewal leases 1,198 5,405,588 21.88 5.53 3.67 22.5 % New leases 497 2,703,535 21.86 9.55 7.26 38.8 % Renewal leases 701 2,702,053 21.90 1.50 0.07 15.7 % Option leases 218 4,170,074 11.99 — — 7.2 % (1) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal or option leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months.
Liquidity and Capital Resources We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond for all anticipated uses, including all scheduled payments on our outstanding debt, current and anticipated tenant and other capital improvements, stockholder distributions to maintain our qualification as a REIT, and other obligations associated with conducting our business. 27 Our primary expected sources and uses of capital are as follows: Sources • cash and cash equivalent balances; • operating cash flow; • available borrowings under the Unsecured Credit Facility; • issuance of long-term debt; • dispositions; and • issuance of equity securities.
Liquidity and Capital Resources We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond for all anticipated uses, including all scheduled payments on our outstanding debt, current and anticipated tenant and other capital improvements, stockholder distributions to maintain our qualification as a REIT, and other obligations associated with conducting our business.
During the year ended December 31, 2023, aggregate impairment of $17.8 million was recognized on two shopping centers and two partial shopping centers as a result of disposition activity, and one operating property.
Impairment of real estate assets During the year ended December 31, 2025, aggregate impairment of $20.5 million was recognized on one shopping center as a result of disposition activity, and one operating property.
Real estate taxes The decrease in real estate taxes for the year ended December 31, 2024 of $9.2 million, compared to the corresponding period in 2023, was due to a $6.8 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments and a decrease in current year assessments, in addition to a $2.4 million decrease due to net transaction activity, partially offset by a decrease in real estate tax refunds.
The $10.4 million increase for assets owned for the full period is primarily due to a decrease in favorable adjustments related to prior year assessments recognized in 2024 and an increase in current year assessments, partially offset by an increase in real estate tax refunds.
Depreciation and amortization The increase in depreciation and amortization for the year ended December 31, 2024 of $19.1 million, compared to the corresponding period in 2023, was due to an $18.1 million increase for assets owned for the full period, primarily due to an increase in capital expenditures and an increase in accelerated depreciation and amortization related to tenant move-outs, in addition to a $1.0 million increase due to net transaction activity.
Depreciation and amortization The increase in depreciation and amortization for the year ended December 31, 2025 of $33.5 million, compared to the corresponding period in 2024, was due to a $25.2 million increase due to net transaction activity, in addition to an $8.3 million increase for assets owned for the full period.
Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Revenues (in thousands) Year Ended December 31, 2024 2023 $ Change Revenues Rental income $ 1,283,421 $ 1,243,844 $ 39,577 Other revenues 1,633 1,192 441 Total revenues $ 1,285,054 $ 1,245,036 $ 40,018 Rental income The increase in rental income for the year ended December 31, 2024 of $39.6 million, compared to the corresponding period in 2023, was due to a $47.6 million increase for assets owned for the full period, partially offset by an $8.0 million decrease due to net transaction activity.
Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 Revenues (in thousands) Year Ended December 31, 2025 2024 $ Change Revenues Rental income $ 1,369,465 $ 1,283,421 $ 86,044 Other revenues 2,132 1,633 499 Total revenues $ 1,371,597 $ 1,285,054 $ 86,543 Rental income The increase in rental income for the year ended December 31, 2025 of $86.0 million, compared to the corresponding period in 2024, was due to a $60.2 million increase for assets owned for the full period, in addition to a $25.8 million increase due to net transaction activity.
Other revenues The increase in other revenues for the year ended December 31, 2024 of $0.4 million, compared to the corresponding period in 2023, was primarily due to an increase in tax increment financing income. 25 Operating Expenses (in thousands) Year Ended December 31, 2024 2023 $ Change Operating expenses Operating costs $ 152,825 $ 146,473 $ 6,352 Real estate taxes 164,291 173,517 (9,226) Depreciation and amortization 381,396 362,277 19,119 Impairment of real estate assets 11,143 17,836 (6,693) General and administrative 116,363 117,128 (765) Total operating expenses $ 826,018 $ 817,231 $ 8,787 Operating costs The increase in operating costs for the year ended December 31, 2024 of $6.4 million, compared to the corresponding period in 2023, was due to a $9.1 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance and insurance, partially offset by a $2.7 million decrease due to net transaction activity.
Operating Expenses (in thousands) Year Ended December 31, 2025 2024 $ Change Operating expenses Operating costs $ 162,285 $ 152,825 $ 9,460 Real estate taxes 178,231 164,291 13,940 Depreciation and amortization 414,930 381,396 33,534 Impairment of real estate assets 20,461 11,143 9,318 General and administrative 112,669 116,363 (3,694) Total operating expenses $ 888,576 $ 826,018 $ 62,558 26 Operating costs The increase in operating costs for the year ended December 31, 2025 of $9.5 million, compared to the corresponding period in 2024, was due to a $5.9 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, utilities, and insurance, in addition to a $3.6 million increase due to net transaction activity.
Interest expense The increase in interest expense for the year ended December 31, 2024 of $25.3 million, compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.
Other revenues The increase in other revenues for the year ended December 31, 2025 of $0.5 million, compared to the corresponding period in 2024, was primarily due to an increase in tax increment financing income.
During the year ended December 31, 2023, nine shopping centers and seven partial shopping centers were disposed of resulting in aggregate gain of $65.3 million. In addition, during the year ended December 31, 2023, we disposed of a non-operating asset and resolved contingencies relating to a previously disposed asset, resulting in aggregate gain of $0.1 million.
Gain on sale of real estate assets During the year ended December 31, 2025, 17 shopping centers, five partial shopping centers, and one land parcel were disposed of resulting in aggregate gain of $123.3 million.
During the year ended December 31, 2023, we repurchased $199.6 million of the $500.0 million 2024 Notes then outstanding, resulting in a $4.4 million gain on extinguishment of debt.
Gain (loss) on extinguishment of debt, net During the year ended December 31, 2025, we amended and restated our unsecured credit facility agreements (the "Unsecured Credit Facility"), resulting in a $0.3 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs.
Removed
In addition, during the year ended December 31, 2023, we disposed of a non-operating asset and resolved contingencies related to previously disposed assets for aggregate net proceeds of $0.3 million, resulting in aggregate gain of $0.1 million.
Added
Real estate taxes The increase in real estate taxes for the year ended December 31, 2025 of $13.9 million, compared to the corresponding period in 2024, was due to a $10.4 million increase in real estate taxes for assets owned for the full period and a $3.5 million increase due to net transaction activity.
Added
The $8.3 million increase for assets owned for the full period is primarily due to an increase in capital expenditures and an increase in accelerated depreciation and amortization related to tenant move-outs.
Added
During the years ended December 31, 2025 and 2024, construction compensation costs of $16.3 million and $18.9 million, respectively, were capitalized to building and improvements and leasing legal costs of $2.2 million and $3.2 million, respectively, and leasing commission costs of $7.5 million and $7.6 million, respectively, were capitalized to deferred charges and prepaid expenses, net.
Added
Our primary expected sources and uses of capital are as follows: Sources • cash and cash equivalent balances; • operating cash flow; • available borrowings under the Unsecured Credit Facility; • issuance of long-term debt; • dispositions; and • issuance of equity securities.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
39 edited+6 added−5 removed46 unchanged
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Market Risk — interest-rate, FX, commodity exposure
39 edited+6 added−5 removed46 unchanged
2024 filing
2025 filing
Biggest changeWe believe that same property NOI is also useful to investors because it further eliminates disparities in NOI by only including NOI of properties owned for the entirety of both periods presented and excluding properties under development and completed new development properties that have been stabilized for less than one year and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods. 32 Comparison of the Year Ended December 31, 2024 to the Year Ended December 31, 2023 Year Ended December 31, 2024 2023 Change Number of properties 347 347 — Percent billed 91.4 % 90.6 % 0.8 % Percent leased 95.4 % 94.8 % 0.6 % Revenues Rental income $ 1,200,363 $ 1,156,473 $ 43,890 Other revenues 1,626 1,192 434 1,201,989 1,157,665 44,324 Operating expenses Operating costs (146,724) (138,411) (8,313) Real estate taxes (158,907) (165,524) 6,617 (305,631) (303,935) (1,696) Same property NOI $ 896,358 $ 853,730 $ 42,628 The following table provides a reconciliation of net income (calculated in accordance with GAAP) to same property NOI for the periods presented (in thousands): Year Ended December 31, 2024 2023 Net income attributable to Brixmor Property Group Inc. $ 339,274 $ 305,087 Adjustments: Non-same property NOI (28,611) (34,012) Lease termination fees (3,608) (4,622) Straight-line rental income, net (30,867) (23,498) Accretion of below-market leases, net of amortization of above-market leases and tenant inducements (8,562) (9,153) Straight-line ground rent expense 68 (31) Depreciation and amortization 381,396 362,277 Impairment of real estate assets 11,143 17,836 General and administrative 116,363 117,128 Total other expense 119,760 122,718 Net income attributable to non-controlling interests 2 — Same property NOI $ 896,358 $ 853,730 Our Critical Accounting Estimates Our discussion and analysis of our historical financial condition and operating results is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP.
Biggest changeComparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024 Year Ended December 31, 2025 2024 Change Number of properties 332 332 — Percent billed 91.7 % 91.5 % 0.2 % Percent leased 95.3 % 95.6 % (0.3 %) Revenues Rental income $ 1,223,301 $ 1,169,804 $ 53,497 Other revenues 2,132 1,626 506 1,225,433 1,171,430 54,003 Operating expenses Operating costs (149,004) (142,965) (6,039) Real estate taxes (166,157) (154,932) (11,225) (315,161) (297,897) (17,264) Same property NOI $ 910,272 $ 873,533 $ 36,739 The following table provides a reconciliation of net income (calculated in accordance with GAAP) to same property NOI for the periods presented (in thousands): Year Ended December 31, 2025 2024 Net income attributable to Brixmor Property Group Inc. $ 386,228 $ 339,274 Adjustments: Non-same property NOI (58,007) (51,436) Lease termination fees (15,389) (3,608) Straight-line rental income, net (33,444) (30,867) Accretion of below-market leases, net of amortization of above-market leases and tenant inducements (14,560) (8,562) Straight-line ground rent expense 591 68 Depreciation and amortization 414,930 381,396 Impairment of real estate assets 20,461 11,143 General and administrative 112,669 116,363 Total other expense 96,766 119,760 Net income attributable to non-controlling interests 27 2 Same property NOI $ 910,272 $ 873,533 33 Our Critical Accounting Estimates Our discussion and analysis of our historical financial condition and operating results is based upon our Consolidated Financial Statements, which have been prepared in accordance with GAAP.
Nareit defines funds from operations ("FFO") as net income (calculated in accordance with GAAP) excluding (i) depreciation and amortization related to real estate, (ii) gains 31 and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis.
Nareit defines funds from operations ("FFO") as net income (calculated in accordance with GAAP) excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis.
Same property NOI excludes (i) lease termination fees, (ii) straight-line rental income, net, (iii) accretion of below-market leases, net of amortization of above-market leases and tenant inducements, (iv) straight-line ground rent expense, net, (v) income or expense associated with our captive insurance company, (vi) depreciation and amortization, (vii) impairment of real estate assets, (viii) general and administrative expense, and (ix) other income and expense (including interest expense and gain on sale of real estate assets).
Same property 32 NOI excludes (i) lease termination fees, (ii) straight-line rental income, net, (iii) accretion of below-market leases, net of amortization of above-market leases and tenant inducements, (iv) straight-line ground rent expense, net, (v) income or expense associated with our captive insurance company, (vi) depreciation and amortization, (vii) impairment of real estate assets, (viii) general and administrative expense, and (ix) other income and expense (including interest expense and gain on sale of real estate assets).
Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Leasing related capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. In addition, we evaluate our Portfolio on an 30 ongoing basis to identify value-enhancing reinvestment opportunities.
Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Leasing related capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing reinvestment opportunities.
Leases also typically provide for the reimbursement of property 33 operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, by the lessee and are recognized in the period the applicable expenditures are incurred and/or contractually required to be reimbursed.
Leases also typically provide for the reimbursement of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, by the lessee and are recognized in the period the applicable expenditures are incurred and/or contractually required to be reimbursed.
The amount of common area expenses, utilities, and capital expenditures 28 related to the maintenance of our properties that we incur depends on the scope of services that we provide, prevailing market rates, and the size and composition of our Portfolio. We carry comprehensive insurance to protect our Portfolio against various losses.
The amount of common area expenses, utilities, and capital expenditures related to the maintenance of our properties that we incur depends on the scope of services that we provide, prevailing market rates, and the size and composition of our Portfolio. We carry comprehensive insurance to protect our Portfolio against various losses.
With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations, and have and may continue to enter into interest rate protection agreements that mitigate, but do not eliminate, the impact of changes in interest rates on our variable rate loans.
With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations and have entered, and may continue to, enter into interest rate protection agreements that mitigate, but do not eliminate, the impact of changes in interest rates on our variable rate loans.
The increase was primarily due to (i) an increase in same property net operating income; and (ii) an increase in cash inflows for dividends and interest income; partially offset by (iii) a decrease in cash from net working capital; (iv) a decrease in net operating income due to net transaction activity and other non-same property net operating income; (v) an increase in cash outflows for interest expense; (vi) an increase in cash outflows for general and administrative expense; and (vi) a decrease in lease termination fees.
The increase was primarily due to (i) an increase in same property 30 net operating income; (ii) an increase in cash from net working capital; (iii) an increase in lease termination fees; (iv) an increase in net operating income due to net transaction activity and other non-same property net operating income; and (v) a decrease in cash outflows for general and administrative expense; partially offset by (vi) an increase in cash outflows for interest expense; and (vii) a decrease in cash inflows for dividends and interest income.
We believe that many of our existing rental rates are below current market rates for comparable space and that upon renewal or re-leasing, such rates may be increased to be consistent with, or closer to, current market rates, which may also offset certain non-reimbursed inflationary expense pressures.
We believe that many of our existing rental rates are below current market rates for comparable space and that upon renewal or re-leasing, such rates may be increased to be consistent with, or closer to, current market rates, which may also offset certain non-reimbursed inflationary and trade-related expense pressures.
The table has limited predictive value as average interest rates for variable-rate debt included in the table represent rates that existed as of December 31, 2024 and are subject to change.
The table has limited predictive value as average interest rates for variable-rate debt included in the table represent rates that existed as of December 31, 2025 and are subject to change.
Furthermore, the table below incorporates only those exposures that existed as of December 31, 2024 and does not consider exposures or positions that may have arisen or expired after that date.
Furthermore, the table below incorporates only those exposures that existed as of December 31, 2025 and does not consider exposures or positions that may have arisen or expired after that date.
During the year ended December 31, 2024, we acquired seven shopping centers and two land parcels for an aggregate purchase price of $293.8 million, including transaction costs and closing credits. During the year ended December 31, 2023, we acquired two land parcels for an aggregate purchase price of $2.3 million, including transaction costs and closing credits.
During the year ended December 31, 2024, we acquired seven shopping centers and two land parcels for an aggregate purchase price of $293.8 million, including transaction costs and closing credits.
In addition, we have identified a pipeline of future reinvestment projects, which we expect to execute over the next several years. We expect to fund these projects with cash and cash equivalents, net cash provided by operating activities, proceeds from sales of real estate assets, and/or proceeds from capital markets transactions.
In addition, we have identified a pipeline of future redevelopment projects, which we expect to execute over the coming years. We expect to fund these projects with cash and cash equivalents, net cash provided by operating activities, proceeds from sales of real estate assets, and/or proceeds from capital markets transactions.
With respect to our shopping centers, our long-term leases generally contain provisions designed to mitigate the adverse impact of inflation, including contractual rent escalations and requirements for tenants to pay a portion of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, thereby reducing our exposure to increases in property operating expenses resulting from inflation; however, we have exposure to increases in certain non-reimbursable property operating expenses, including expenses incurred on vacant units.
With respect to our shopping centers, our long-term leases generally contain provisions designed to mitigate the adverse impact of inflation, including contractual rent escalations and requirements for tenants to pay a portion of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, thereby reducing our exposure to increases in property operating expenses resulting from inflation.
Improvements to and investments in real estate assets During the years ended December 31, 2024 and 2023, we expended $353.4 million and $345.2 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $4.8 million and $0.7 million, respectively, which were received during the year ended December 31, 2024 and 2023.
Improvements to and investments in real estate assets During the years ended December 31, 2025 and 2024, we expended $320.1 million and $353.4 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $7.7 million and $4.8 million, respectively, which were received during the year ended December 31, 2025 and 2024.
During the year ended December 31, 2024, we disposed of six shopping centers, six partial shopping centers, and two land parcels for aggregate net proceeds of $208.2 million.
During the year ended December 31, 2025, we disposed of 18 shopping centers, five partial shopping centers, and one land parcel for aggregate net proceeds of $289.2 million. During the year ended December 31, 2024, we disposed of six shopping centers, six partial shopping centers, and two land parcels for aggregate net proceeds of $208.2 million.
The balance subject to interest rates swaps as of December 31, 2024 is as follows (dollars in thousands): As of December 31, 2024 Variable Rate Debt Amount Weighted Average Fixed SOFR Rate Credit Spread Reference Rate Adjustment Swapped All-in-Rate Term Loan Facility $ 500,000 3.88% 0.93% 0.10% 4.91%
The balance subject to interest rates swaps as of December 31, 2025 is as follows (dollars in thousands): As of December 31, 2025 Variable Rate Debt Amount Weighted Average Fixed SOFR Rate Credit Spread Swapped All-in-Rate Term Loan Facility $ 500,000 3.88% 0.85% 4.73%
The increase was primarily due to (i) a $510.9 million increase in debt borrowings, net of repayments; (ii) a $114.7 million increase in issuances of common stock; and (iii) a $0.2 million increase in contributions from non-controlling interests; partially offset by (iv) a $15.9 million increase in distributions to our common stockholders; (v) a $6.9 million increase in deferred financing costs; and (vi) a $2.8 million increase in repurchases of common stock.
The decrease was primarily due to (i) a $243.8 million increase in debt repayments, net of borrowings; (ii) a $115.1 million decrease in issuances of common stock; (iii) a $23.0 million increase in distributions to our common stockholders; (iv) an $8.6 million increase in deferred financing costs; (v) a $0.2 million decrease in contributions from non-controlling interests; and (vi) a $0.1 million increase in distributions to non-controlling interests; partially offset by (vii) a $1.7 million decrease in repurchases of common stock.
During the year ended December 31, 2024, our net cash provided by operating activities increased $35.9 million, compared to the corresponding period in 2023.
During the year ended December 31, 2025, our net cash provided by operating activities increased $27.3 million, compared to the corresponding period in 2024.
During the year ended December 31, 2024, our net cash used in investing activities increased $273.9 million, compared to the corresponding period in 2023.
During the year ended December 31, 2025, our net cash used in investing activities increased $15.2 million, compared to the corresponding period in 2024.
Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers. As of December 31, 2024, we had 36 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $389.6 million, of which $181.8 million had been incurred as of December 31, 2024.
Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers. As of December 31, 2025, we had 33 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $336.4 million, of which $153.0 million had been incurred as of December 31, 2025.
As of December 31, 2024, we had $500.0 million outstanding variable-rate indebtedness which bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus credit spreads and reference rate adjustments ranging from 93 basis points to 103 basis points.
As of December 31, 2025, we had $500.0 million outstanding variable-rate indebtedness which bears interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus credit spreads ranging from 77.5 basis points to 85 basis points.
Financing Activities Net cash provided by (used in) financing activities is primarily impacted by the nature, timing, and magnitude of issuances and repurchases of debt and equity securities, as well as borrowings or principal payments associated with our outstanding indebtedness, including our Unsecured Credit Facility, and distributions made to our common stockholders.
Financing Activities Net cash provided by (used in) financing activities is primarily impacted by the nature, timing, and magnitude of issuances and repurchases of debt and equity securities, as well as borrowings or principal payments associated with our outstanding indebtedness, including our Unsecured Credit Facility, and distributions made to our common stockholders. 31 During the year ended December 31, 2025, our net cash provided by (used in) financing activities decreased $389.1 million, compared to the corresponding period in 2024.
Real Estate - Estimates Related to Impairments We periodically assess whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of our real estate assets (including any related intangible assets or liabilities) may be impaired.
The value assigned to in-place leases is amortized to depreciation and amortization expense over the remaining term of each lease. 34 Real Estate - Estimates Related to Impairments We periodically assess whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of our real estate assets (including any related intangible assets or liabilities) may be impaired.
Our reconciliation of net income (calculated in accordance with GAAP) to Nareit FFO for the years ended December 31, 2024 and 2023 is as follows (in thousands, except per share amounts): Year Ended December 31, 2024 2023 Net income attributable to Brixmor Property Group Inc. $ 339,274 $ 305,087 Depreciation and amortization related to real estate 375,511 358,088 Gain on sale of real estate assets (78,064) (65,439) Impairment of real estate assets 11,143 17,836 Nareit FFO $ 647,864 $ 615,572 Nareit FFO per diluted share $ 2.13 $ 2.04 Weighted average diluted shares outstanding 304,038 302,376 Same Property Net Operating Income Same property net operating income ("NOI") is a supplemental, non-GAAP performance measure utilized to evaluate the operating performance of real estate companies.
Our reconciliation of net income (calculated in accordance with GAAP) to Nareit FFO for the years ended December 31, 2025 and 2024 is as follows (in thousands, except per share amounts): Year Ended December 31, 2025 2024 Net income attributable to Brixmor Property Group Inc. $ 386,228 $ 339,274 Depreciation and amortization related to real estate 409,947 375,511 Gain on sale of real estate assets (123,339) (78,064) Impairment of real estate assets 20,461 11,143 Nareit FFO $ 693,297 $ 647,864 Nareit FFO per diluted share $ 2.25 $ 2.13 Weighted average diluted shares outstanding 307,866 304,038 Same Property Net Operating Income Same property net operating income ("NOI") is a supplemental, non-GAAP performance measure utilized to evaluate the operating performance of real estate companies.
We have interest rate swap agreements on $500.0 million of our variable-rate indebtedness, which effectively convert the base rate on the indebtedness from variable to fixed.
We have entered into interest rate swap agreements on $500.0 million of our variable-rate indebtedness, which involve the exchange of variable for fixed rate interest payments, effectively converting the base rate on the indebtedness from variable to fixed.
(dollars in thousands) Unsecured Debt 2025 2026 2027 2028 2029 Thereafter Total Fair Value Fixed rate $ 632,312 $ 607,542 $ 400,000 $ 357,708 $ 753,203 $ 2,100,000 $ 4,850,765 $ 4,653,205 Weighted average interest rate (1) 4.04 % 4.02 % 4.03 % 4.24 % 4.28 % 4.28 % Variable rate $ — $ — $ 500,000 $ — $ — $ — $ 500,000 $ 500,000 Weighted average interest rate (1)(2)(3) 4.91 % 4.91 % — % — % — % — % (1) Weighted average interest rates for all years presented include the impact of our interest rate swap agreements in place as of December 31, 2024 and are calculated based on the total debt balances as of the end of each year, assuming the repayment of debt on its scheduled maturity date.
(dollars in thousands) Unsecured Debt 2026 2027 2028 2029 2030 Thereafter Total Fair Value Fixed rate $ 607,542 $ 400,000 $ 357,708 $ 753,203 $ 800,000 $ 2,100,000 $ 5,018,453 $ 4,986,781 Weighted average interest rate (1) 4.20 % 4.23 % 4.41 % 4.49 % 4.65 % 4.65 % Variable rate $ — $ — $ — $ — $ 500,000 $ — $ 500,000 $ 500,000 Weighted average interest rate (1)(2)(3) 4.73 % 4.73 % 4.73 % 4.73 % — % — % (1) Weighted average interest rates for all years presented include the impact of our interest rate swap agreements in place as of December 31, 2025 and are calculated based on the total debt balances as of the end of each year, assuming the repayment of debt on its scheduled maturity date.
If market rates of interest on our variable-rate debt increased or decreased by 100 basis points, the change in annual interest expense on our variable-rate debt would not increase or decrease earnings and cash flows, after taking into account the impact of the $500.0 million of interest rate swap agreements. 36 The table below presents the maturity profile, weighted average interest rates and fair value of total debt as of December 31, 2024.
Taking into account our current $500.0 million of interest rate swap agreements, a 100 basis point increase or decrease in interest rates our variable-rate debt would not increase or decrease earnings and cash flows. 36 The table below presents the maturity profile, weighted average interest rates and fair value of total debt as of December 31, 2025.
The credit rating grids and all-in-rates on outstanding variable rate debt as of December 31, 2024 are as follows: Credit Spread Grid As of December 31, 2024 SOFR Rate Loans Base Rate Loans Variable Rate Debt SOFR Rate Reference Rate Adjustment Credit Spread All-in-Rate Credit Spread Credit Spread Revolving Facility (1)(2) 4.49% 0.10% 0.83% 5.42% 0.83% – 1.50% 0.00% – 0.40% Term Loan Facility (2) 4.55% 0.10% 0.93% 5.58% 0.90% – 1.70% 0.00% – 0.60% (1) Our Revolving Facility is further subject to a facility fee ranging from 0.13% to 0.30%, which is excluded from the all-in-rate presented above.
The credit rating grids and all-in-rates on outstanding variable rate debt as of December 31, 2025 are as follows: Credit Spread Grid As of December 31, 2025 SOFR Rate Loans Base Rate Loans Variable Rate Debt SOFR Rate Credit Spread All-in-Rate Credit Spread Credit Spread Revolving Facility (1)(2) 3.87% 0.78% 4.65% 0.73% – 1.40% 0.00% – 0.40% Term Loan Facility (2) 3.87% 0.85% 4.72% 0.80% – 1.60% 0.00% – 0.60% (1) Our Revolving Facility is further subject to a facility fee ranging from 0.13% to 0.30%, which is excluded from the all-in-rate presented above.
The increase was primarily due to (i) an increase of $291.5 million in acquisitions of real estate assets; (ii) an increase of $8.2 million in improvements to and investments in real estate assets; and (iii) an increase of $2.1 million in purchases of marketable securities, net of sales; partially offset by (iv) an increase of $27.9 million in net proceeds from sales of real estate assets.
The increase was primarily due to (i) an increase of $126.8 million in acquisitions of real estate assets; and (ii) a decrease of $0.7 million in sales of marketable securities, net of purchases; partially offset by (iii) an increase of $79.0 million in net proceeds from sales of real estate assets; and (iii) a decrease of $33.3 million in improvements to and investments in real estate assets.
When we identify a real estate asset as held for sale, we discontinue depreciating the asset and estimate its sales price, net of estimated selling costs.
When we identify a real estate asset as held for sale, we discontinue depreciating the asset and estimate its sales price, net of estimated selling costs. If the estimated net sales price of an asset is less than its net carrying value, an impairment charge is recognized to reflect the estimated fair value of the asset.
The following table summarizes our dividend activity for the fourth quarter of 2024 and the first quarter of 2025: Fourth Quarter 2024 First Quarter 2025 Dividend declared per common share $ 0.2875 $ 0.2875 Dividend declaration date October 23, 2024 February 5, 2025 Dividend record date January 3, 2025 April 2, 2025 Dividend payable date January 15, 2025 April 15, 2025 Opportunistic Expenditures We also utilize cash for opportunistic expenditures such as value-enhancing reinvestment and acquisition activity.
Our board of directors evaluates our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income. 29 The following table summarizes our dividend activity for the fourth quarter of 2025 and the first quarter of 2026: Fourth Quarter 2025 First Quarter 2026 Dividend declared per common share $ 0.3075 $ 0.3075 Dividend declaration date October 22, 2025 February 4, 2026 Dividend record date January 5, 2026 April 2, 2026 Dividend payable date January 15, 2026 April 15, 2026 Opportunistic Expenditures We also utilize cash for opportunistic expenditures such as value-enhancing reinvestment and acquisition activity.
Our acquisition strategy focuses on buying assets with strong growth potential that are located in our existing markets and will allow us to leverage our operational platform and expertise to create value.
Our acquisition strategy focuses on buying assets with strong growth potential that are located in our existing markets and will allow us to leverage our operational platform and expertise to create value. Our acquisition activity may include acquisitions of open-air shopping centers or non-owned anchor spaces, retail buildings, and/or outparcels at, or adjacent to, our existing shopping centers.
With respect to general and administrative costs, we continually seek opportunities to offset inflationary cost pressures through routine evaluations of our spending levels and through ongoing efforts to utilize technology to enhance our operational efficiency. 35 Item 7A .
With respect to general and administrative costs, we continually seek opportunities to offset inflationary cost pressures through routine evaluations of our spending levels and through ongoing efforts to utilize technology to enhance our operational efficiency. Recent Tax Legislation Effective July 4, 2025, certain changes to U.S. tax law were approved that impact us and our stockholders.
(2) The Company's Revolving Facility and Term Loan Facility include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points.
(2) The Company's Revolving Facility and Term Loan Facility include incentives based on the achievement of certain leverage ratio metric targets, which can reduce the applicable credit spread by up to 7.5 basis points and 10 basis points, respectively.
Year Ended December 31, 2024 2023 $ Change Net cash provided by operating activities $ 624,687 $ 588,794 $ 35,893 Net cash used in investing activities (437,021) (163,080) (273,941) Net cash provided by (used in) financing activities 172,122 (428,069) 600,191 Net change in cash, cash equivalents and restricted cash 359,788 (2,355) 362,143 Cash, cash equivalents and restricted cash at beginning of period 18,904 21,259 (2,355) Cash, cash equivalents and restricted cash at end of period $ 378,692 $ 18,904 $ 359,788 Brixmor Operating Partnership LP Year Ended December 31, 2024 2023 $ Change Net cash provided by operating activities $ 624,687 $ 588,794 $ 35,893 Net cash used in investing activities (437,021) (163,080) (273,941) Net cash provided by (used in) financing activities 171,462 (427,142) 598,604 Net change in cash, cash equivalents and restricted cash 359,128 (1,428) 360,556 Cash, cash equivalents and restricted cash at beginning of period 18,904 20,332 (1,428) Cash, cash equivalents and restricted cash at end of period $ 378,032 $ 18,904 $ 359,128 Operating Activities Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating costs, real estate taxes, general and administrative expenses, and interest expense.
Year Ended December 31, 2025 2024 $ Change Net cash provided by operating activities $ 652,010 $ 624,687 $ 27,323 Net cash used in investing activities (452,232) (437,021) (15,211) Net cash provided by (used in) financing activities (216,940) 172,122 (389,062) Net change in cash, cash equivalents and restricted cash (17,162) 359,788 (376,950) Cash, cash equivalents and restricted cash at beginning of period 378,692 18,904 359,788 Cash, cash equivalents and restricted cash at end of period $ 361,530 $ 378,692 $ (17,162) Brixmor Operating Partnership LP Year Ended December 31, 2025 2024 $ Change Net cash provided by operating activities $ 652,010 $ 624,687 $ 27,323 Net cash used in investing activities (452,232) (437,021) (15,211) Net cash provided by (used in) financing activities (216,814) 171,462 (388,276) Net change in cash, cash equivalents and restricted cash (17,036) 359,128 (376,164) Cash, cash equivalents and restricted cash at beginning of period 378,032 18,904 359,128 Cash, cash equivalents and restricted cash at end of period $ 360,996 $ 378,032 $ (17,036) Operating Activities Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating costs, real estate taxes, general and administrative expenses, and interest expense.
(3) We have in place seven interest rate swap agreements that convert the variable interest rate on one variable rate debt instrument to a fixed rate.
As of December 31, 2025, the Term Loan Facility and Revolving Credit Facility qualify for reductions of 7.5 basis points and 10 basis points, respectively, in the applicable credit spreads. (3) We have in place seven interest rate swap agreements that convert the variable interest rate on one variable rate debt instrument to a fixed rate.
We intend to continue to satisfy these requirements and maintain our REIT status. Our board of directors evaluates our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income.
We intend to continue to satisfy these requirements and maintain our REIT status.
Our acquisition activity may include acquisitions of open-air shopping centers or non-owned anchor spaces, retail buildings, and/or outparcels at, or adjacent to, our existing shopping centers. 29 Our cash flow activities are summarized as follows (dollars in thousands): Brixmor Property Group Inc .
Our cash flow activities are summarized as follows (dollars in thousands): Brixmor Property Group Inc .
Removed
During the year ended December 31, 2023, we disposed of 11 shopping centers and nine partial shopping centers for aggregate net proceeds of $182.0 million. In addition, during the year ended December 31, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset.
Added
During the year ended December 31, 2025, we acquired three shopping centers, two land parcels, and acquired a lease and associated subleases at an existing shopping center for an aggregate purchase price of $420.6 million, including transaction costs and closing credits.
Removed
During the year ended December 31, 2024, our net cash provided by (used in) financing activities increased $600.2 million, compared to the corresponding period in 2023.
Added
We believe that same property NOI is also useful to investors because it further eliminates disparities in NOI by only including NOI of properties owned for the entirety of both periods presented and excluding properties under development and completed new development properties that have been stabilized for less than one year and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods.
Removed
The value assigned to in-place leases is amortized to depreciation and amortization expense over the remaining term of each lease.
Added
Inflation We continue to monitor the impacts of inflation and tariffs on our operating and financial performance.
Removed
If the estimated net sales price of an asset is less than its net carrying value, an impairment charge is recognized to reflect the estimated fair value of the asset. 34 Inflation We continue to monitor the impacts of inflation on our operating and financial performance. Although recent inflationary pressures have begun to abate, inflation may increase in the future.
Added
However, we have exposure to increases in certain non-reimbursable property operating expenses, including expenses incurred on vacant units. In addition, tariffs may contribute to rising construction and redevelopment costs and tariffs on imported goods may impact many of our tenants, particularly those who rely on international supply chains, by increasing their cost of goods sold or delaying inventory deliveries.
Removed
Effective July 8, 2024, the Term Loan Facility and Revolving Credit Facility qualify for a two basis point rate reduction due to the achievement of certain sustainability metric targets for the year ended December 31, 2023.
Added
If tenants are unable to pass these increased costs on to customers, it could adversely affect their financial performance and ability to meet lease obligations.
Added
Among other changes, this legislation (i) permanently extended the 20% deduction for "qualified REIT dividends" for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code (the "Code"), (ii) increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries ("TRSs") from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of "adjusted taxable income" (i.e. based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024. 35 Item 7A .