What changed in this filing

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Item 1. Business

2022-02-07 compared with 2021-02-11 · 106 added, 72 removed, 93 unchanged (66% of the section changed)

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Brixmor Operating Partnership LP and subsidiaries (collectively, the “Operating Partnership”) is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets.

BPG owns 100% of the common stock of BPG Subsidiary Inc.

(“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership.

BPG owns 100% of the limited liability company interests of BPG Subsidiary LLC (“BPG Sub”), which, in turn, is the sole member of Brixmor OP GP LLC (the “General Partner”), the sole general partner of the Operating Partnership.

Unless stated otherwise or the context otherwise requires, “we,” “our” and “us” mean BPG and the Operating Partnership, collectively.

We believe we own and operate one of the largest open-air retail portfolios by gross leasable area (“GLA”) in the United States (“U.S.”), comprised primarily of community and neighborhood shopping centers.

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, 2021, our portfolio was comprised of 382 shopping centers (the “Portfolio”) totaling approximately 67 million square feet of GLA.

Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Metropolitan Statistical Areas (“MSAs”) 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, 2020, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc., The Kroger Co., and Dollar Tree Stores, Inc.

In the opinion of our management, no material part of our and our subsidiaries’ 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 2020.

As of December 31, 2021, our three largest tenants by annualized base rent (“ABR”) were The TJX Companies, Inc., The Kroger Co., and Burlington Stores, Inc.

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 2021.

As of December 31, 2021, 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.

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(2) During the year ended December 31, 2021.

(3) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal 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.

New leases signed on first generation space are non-comparable and excluded from New Rent Spread.

(3) Represents the percentage change in contractual ABR PSF in the first year of the new lease relative to contractual ABR PSF in the last year of the old lease.

For purposes of calculating rent spreads, ABR PSF includes the GLA of lessee-owned leasehold improvements.

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.

New leases signed on units that have been vacant for longer than 12 months, new leases signed on first generation space, and new leases that are ancillary in nature regardless of term are deemed non-comparable and excluded from New Rent Spreads.

Renewals that include the expansion of an existing tenant into space that has been vacant for longer

than 12 months and renewals that are ancillary in nature regardless of term are deemed non-comparable and excluded from Renewal Rent Spreads.

(4) Based on number of shopping centers.

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Impacts on Business from COVID-19

The global outbreak of COVID-19 and the public health measures that have been undertaken in response have had a significant adverse impact on our business, our tenants and the global economy.

The global outbreak of COVID-19 and the public health measures that have been undertaken in response have had a significant adverse impact on our business, our tenants, the real estate market, the financial markets, and the global economy.

See “Impacts on Business from COVID-19” in Item 7.

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Our primary drivers of internal growth include (i) embedded contractual rent escalations, (ii) below-market rents which may be reset to market as leases expire, and (iii) occupancy growth.

Strong new leasing productivity over the past several years has also enabled us to consistently improve the credit of our tenancy and, combined with our efforts in 2020 to support our tenancy during COVID-19, we have continued to prioritize the vibrancy and relevancy of our Portfolio to retailers and consumers.

Approximately 70% of our shopping centers are anchored by grocery stores, which have remained open throughout 2020.

Despite the negative impact of COVID-19 on our operating results in 2020, our future growth drivers remain in place due to the resilience of our Portfolio and the credit of our tenancy.

During 2020, we executed 419 new leases representing approximately 2.3 million square feet and 1,381 total leases representing approximately 9.6 million square feet.

Over the past several years, we have heightened our focus on achieving higher contractual rent increases over the term of our new and renewal leases, providing for enhanced embedded contractual rent growth across our portfolio.

During 2020, 93% of our executed new leases had embedded contractual rent growth provisions, reflecting an average in-place contractual rent increase over the lease term of 2.1%.

Strong new leasing productivity, a focus on merchandising, and enhanced underwriting processes have also enabled us to consistently improve the credit of our tenancy and the vibrancy and relevancy of our Portfolio to retailers and consumers.

During 2021, we executed 639 new leases representing approximately 3.1 million square feet and 1,641 total leases, including renewals and options, representing approximately 10.0 million square feet.

We believe that rents across our Portfolio are well below market, which provides us with a key competitive advantage in attracting and retaining tenants.

During 2021, we achieved new lease rent spreads of 27.6% and blended new and renewal rent spreads of 11.4% excluding options, or 10.1% including options.

Looking forward, the weighted average expiring ABR PSF of lease expirations through 2024 is $13.67 compared to an average ABR PSF of $15.46 for new and renewal leases signed during 2020, excluding option exercises.

While our occupancy decreased in 2020, we believe there is opportunity for occupancy gains in our Portfolio, especially for spaces less than 10,000 square feet, as such spaces will benefit from our continued efforts to improve the quality of our anchor tenancy and the overall vibrancy and relevance of our centers.

For spaces less than 10,000 square feet, leased occupancy was 83.8% at December 31, 2020, while our total leased occupancy was 90.7%.

At December 31, 2020, the spread between our total leased occupancy and our total billed occupancy was 290 basis points, which provides us strong visibility on future growth as it represents $37.6 million of ABR from leases signed but not yet commenced.

Looking forward, the weighted average expiring ABR PSF of anchor lease expirations through 2024 is $9.76 compared to a weighted average ABR PSF of $14.15 for new anchor leases signed during 2021.

Our occupancy increased in 2021 due to lower than historical levels of tenant move-outs and robust, broad-based leasing demand.

Such demand is supported by the acceleration of retail trends that predate COVID-19, including the desire of many retailers to locate in retail formats that provide greater proximity to the customer, as well as the reallocation of daytime traffic to many of our communities due to increased suburbanization and enhanced work-from-home flexibility.

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 benefit from our continued efforts to improve the quality of our anchor tenancy and the overall vibrancy and relevancy of our centers.

As of December 31, 2021, leased occupancy was 86.7% for spaces less than 10,000 square feet, while our total leased occupancy was 92.0%.

The spread between our total leased occupancy and our total billed occupancy was 330 basis points and our total signed but not yet commenced lease population, which includes certain leases on spaces that will be vacated by existing tenants, represented 2.6 million square feet and $50.3 million of ABR, providing us strong visibility on our future growth.

Pursuing value-enhancing reinvestment opportunities.

We believe that we have significant opportunity to achieve attractive risk-adjusted returns by investing incremental capital in the repositioning and/or redevelopment of certain assets in our Portfolio.

Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio.

Despite deferring certain elective capital expenditures during 2020 in response to COVID-19, we stabilized 25 anchor space repositioning, redevelopment, and outparcel development projects, with a weighted average incremental net operating income (“NOI”) yield of 10% and an aggregate anticipated cost of $113.2 million.

We believe that we have significant opportunity to achieve attractive risk-adjusted returns by investing capital in the repositioning and/or redevelopment of certain assets in our Portfolio.

Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing our overall merchandise mix and tenant quality.

During 2021, we stabilized 41 anchor space repositioning, redevelopment, and outparcel development projects, with a weighted average incremental net operating income (“NOI”) yield of 11% and an aggregate cost of $168.2 million.

As of December 31, 2021, we had 50 projects in process with an expected weighted average incremental NOI yield of 9% and an aggregate anticipated cost of $374.3 million.

In addition, we have identified a pipeline of future reinvestment projects aggregating approximately $900.0 million of potential capital investment which we expect to execute over the next several years at NOI yields that are generally consistent with those which we have recently realized.

In addition, we have identified a pipeline of future reinvestment projects aggregating approximately $1.0 billion of potential capital investment, which we expect to execute over the next several years at NOI yields that are generally consistent with those which we have recently realized.

Prudently executing on acquisition and disposition activity.

We intend to actively pursue acquisition and disposition opportunities in order to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base.

In general, our disposition strategy focuses on selling assets when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket, while 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.

Acquisition activity may include acquisitions of open-air shopping centers, non-owned anchor spaces and retail buildings and/or outparcels at, or adjacent to, our shopping centers in addition to acquisitions of our common stock, pursuant to a new $400.0 million share repurchase program established in January 2020, which replaced our prior program.

During 2020, we received aggregate net proceeds of $121.4 million from property dispositions, which were utilized to fund a portion of our value-enhancing reinvestment program, acquire $3.4 million of assets, including transaction costs, and repurchase $25.0 million of our common stock.

During 2021, we intend to utilize net disposition proceeds for our reinvestment program, property acquisitions, and additional stock repurchases, as warranted.

In general, 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, while our disposition strategy focuses on selling assets when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket.

Our acquisition activity may include acquisitions of open-air shopping centers, non-owned anchor spaces and retail buildings and/or outparcels at, or adjacent to, our shopping centers.

During 2021, we acquired $258.8 million of assets, including transaction costs and closing credits, and generated aggregate net proceeds of $237.4 million from property dispositions.

Acquisitions were funded through a combination of net proceeds from property dispositions and available cash.

Maintaining a Flexible Capital Structure Positioned for Growth.

We believe our current capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities.

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.

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 currently have investment grade credit ratings from all three major credit rating agencies.

As of December 31, 2020, we had $1.2 billion of available liquidity under our $1.25 billion revolving credit facility (the “Revolving Facility”) and $370.1 million of cash and cash equivalents and restricted cash.

We have no debt maturities until 2022.

We have investment grade credit ratings from all three major credit rating agencies.

During 2021, we issued $850.0 million of senior unsecured notes and utilized the net proceeds to repay our $350.0 million term loan and all $500.0 million of our senior unsecured notes originally scheduled to mature in 2023.

As of December 31, 2021, we had $1.2 billion of available liquidity under our $1.25 billion revolving credit facility (the “Revolving Facility”) and $297.7 million of cash and cash equivalents and restricted cash, and we had $250.0 million of debt maturities in February 2022 and no debt maturities in 2023.

Operating in a Socially Responsible Manner.

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As such, our Corporate Responsibility strategy is driven by creating partnerships that improve the social, economic, and environmental well-being of all our stakeholders and is guided by our mission to ensure that our shopping centers are the centers of the communities we serve.

As such, through initiatives such as our LED lighting conversion program and installation of electric vehicle charging stations, we continue to make meaningful progress toward our established long-term targets to mitigate our environmental impact through reductions in electric and water usage and greenhouse gas emissions.

We also partner with our tenants to achieve our sustainability goals through green lease provisions.

In addition to establishing a framework for promoting sustainable operations in a triple net lease environment, these provisions facilitate the installation of solar panels, providing tenants access to lower-cost on-site renewable energy.

As a result of our efforts, we have been recognized by GRESB as a Green Star recipient and by the Institute for Market Transformation and U.S.

Department of Energy Better Buildings Alliance as a Green Lease Leader at the highest Gold level.

In addition, we earned an “A” rating in GRESB’s Public Disclosure Score, reflecting the robustness of our material environmental, social and governance (“ESG”) disclosures.

Our ongoing commitment to sustainability is also evident in our approach to value-enhancing reinvestment activity, which transforms properties to meet the needs of the communities we serve through strategic repositioning and redevelopment activity, executed with a focus on resource efficiency.

Additionally, we work to provide welcoming, safe and attractive retail centers for our tenants and their customers to gather, connect and engage, both within stores at our centers and in public spaces throughout our Portfolio.

We work to provide welcoming, safe, and attractive retail centers for our tenants and their customers to gather, connect, and engage, both within stores at our centers and in public spaces throughout our Portfolio.

We further support our communities by hosting local events, volunteering, and providing aid in times of need.

We strive to be a key partner in the success of our retailers, and we do so by providing them proactive property management, ongoing tenant coordination, and additional services such as marketing support for our local tenants.

We monitor our success through biennial tenant engagement surveys.

During the COVID-19 pandemic, we took critical steps to maintain our high property operational standards, while minimizing unnecessary expenses for Brixmor and its tenants as we prioritized enhanced safety and cleanliness protocols across our Portfolio.

We monitor our success through biennial tenant engagement surveys and implement changes based on feedback received.

In 2020, management established an ESG Steering Committee that is comprised of executives and senior leadership from a variety of functional areas and is led by our Senior Vice President, Operations & Sustainability.

The ESG Steering Committee meets quarterly and focuses on setting, implementing, monitoring, and communicating our Corporate Responsibility strategy and related initiatives.

We also hold periodic company-wide corporate responsibility trainings to ensure initiatives are communicated effectively throughout the organization.

Our Board of Directors, through our Nominating and Governance Committee, oversees our Corporate Responsibility initiatives to ensure that our actions consistently demonstrate our strong commitment to operating in an environmentally and socially responsible manner.

To facilitate their oversight, the Nominating and Governance Committee and the Board of Directors are provided frequent updates by our senior leadership.

Importantly, Corporate Responsibility objectives are included as part of our executives’ goals, and the achievement of such goals impacts the individual performance portion of their compensation.

Additional detailed information regarding our Corporate Responsibility strategy can be found in our Corporate Responsibility Report at https://www.brixmor.com/why-brixmor/corporate-responsibility and in our investor relations presentations.

• Environmental Responsibility:

In 2021, the ESG Steering Committee formalized the Company’s Climate Change Policy, which prescribes our strategy for the assessment of and response to risks and opportunities posed by climate change and natural hazards to our properties, our tenants, and the communities we serve.

As part of this policy, we set a goal to achieve net zero carbon emissions by 2045

for areas under our operational control.

We also became a signatory to the Science Based Targets initiative (“SBTI”) aligned with the 1.5 degree Celsius pathway, committing to an interim reduction of 50% for greenhouse gas emissions by 2030 for areas under our operational control.

As of December 31, 2020, we have achieved a 36% reduction against this interim SBTI goal.

We also continue to make meaningful progress towards reducing our electric and water usage through initiatives such as green lease provisions, which establish a framework for promoting sustainable operations in a triple net lease environment and provide tenants access to lower-cost on-site renewable energy, LED lighting conversions, Xeriscaping and careful management of irrigation systems, and installation of electric vehicle charging stations.

As a result of our combined environmental sustainability efforts, we have been recognized by GRESB as a Green Star recipient and by the U.S.

Department of Energy Better Buildings Alliance/The Institute for Market Transformation as a Green Lease Leader at the highest Gold level.

In addition, we earned an “A” rating in GRESB’s 2021 Public Disclosure Score, which measures material sustainability disclosures of listed property companies and REITs globally.

• Human Capital:

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Together we focus on building a culture that is supportive, collaborative and inclusive, that provides opportunities for both personal and professional growth, and that empowers and encourages thinking and acting like owners in order to create value for all stakeholders.

believe this approach enables us to attract and retain diverse and talented professionals and creates collaborative, skilled, and motivated teams.

We believe this approach enables us to attract and retain diverse and talented professionals and creates collaborative, skilled, and motivated teams.

The pillars of our human capital strategy are:

◦ Engagement and connectivity :

We believe that employees that are personally engaged in our vision to be the center of the communities we serve and are connected with similarly engaged colleagues will be happier, more effective and more likely to think and act like owners.

We believe that employees that are personally engaged in our vision to be the center of the communities we serve and are connected with similarly engaged colleagues will be more effective in their roles.

Company-wide recognition of excellence is one way we show our team members how important they are to the company and each other.

Our quarterly employee awards include the “Our Center is You” award, which recognizes employees for immersing themselves in and serving our communities, and the “Find A Better Way” award, which recognizes ingenuity.

We foster connectivity through company-wide enrichment events, like our TED-Talk style “Big Brain Days” where leading authors discuss topics to inspire individual and team growth, a Board of Directors lunch series, book clubs and Company-wide community service projects.

We believe our engagement and connectivity initiatives have contributed to our 98% employee satisfaction rating and 97% participation in annual reviews and talent development surveys.

We encourage our employees to grow and develop their interests and passions by providing a number of personal and professional training and learning opportunities.

In addition to comprehensive training programs geared toward job functions, we provide a number of innovative development programs, such as “BRX Connect,” an internal exchange program that permits employees to learn about other functions within the Company, “Personal Development Accounts,” which provide time off and expense reimbursement for a personal or professional development activity chosen by the employee, the “Leasing Assistant Development Program,” a two-year intensive apprenticeship program for entry level leasing employees, Predictive Index Behavioral Assessments, which enhance self-awareness, collaboration and inclusion, and MasterClass subscriptions available to all employees to stimulate personal growth.

We foster connectivity through company-wide enrichment events, like our TED-Talk style “Big Brain Days” where leading authors discuss topics to inspire individual and team growth, book clubs, and annual company-wide community service projects, which have focused on important social issues such as food insecurity and implicit bias.

We believe our engagement and connectivity initiatives have contributed to our 98% employee satisfaction score and 100% participation in annual performance reviews and talent development discussions.

We encourage our employees to grow and develop their interests and passions by providing a number of professional and personal training and learning opportunities.

In addition to comprehensive training programs geared towards specific job functions, we also provide a number of innovative development programs, such as a two-year intensive apprenticeship program for entry level employees in leasing, property management, and construction;

“BRX Connect,” an internal exchange program that permits employees to learn about other functions within the company;

“Personal Development Accounts,” which provide time off and expense reimbursement for a personal or professional development activity chosen by the employee;

Predictive Index Behavioral Assessments, which enhance self-awareness and effective collaboration;

and One Day University and LinkedIn Learning memberships, available to all employees to stimulate personal growth.

◦ Health and well-being :

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We provide a wide-range of employee benefits including comprehensive medical, prescription, dental and vision insurance coverage (the majority of which is paid by the company), paid maternity, paternity and adoption leave, matching 401(k) contributions, free life insurance, disability benefits and spousal death benefits, education assistance reimbursements, and flex time.

We also encourage healthy lifestyles, through initiatives such as our partnership with Headspace, an online application that enables guided mindfulness and meditation, gym membership discounts, and health-oriented employee competitions, like our “Summer Step Challenge” where all employees are offered a free fitness tracker.

We also encourage healthy lifestyles, through initiatives such as an annual wellness spending account, free access to online applications such as Noom for healthy weight management and Headspace for mindfulness and meditation, weekly live meditation breaks, and health-oriented

employee competitions, like our “Summer Step Challenge” where all employees are offered a free fitness tracker.

In 2021, we began hosting Wellness Wednesdays, which include live demonstrations on topics such as healthy cooking, time management, and personal finance.

We also ensure that all employees are supported by promoting mental health awareness though free access to licensed counselors.

Our commitment to these pillars of our human capital strategy has guided our response to the extraordinary challenges presented by the COVID-19 pandemic.

The health of our employees has been a priority and, prior to governmental orders to do so, we closed all of our physical offices and invested significant resources to ensure all employees were safe, functional, and efficient while working at home.

While our physical offices were closed, we invested significant resources to ensure all employees were safe, functional, and efficient while working at home.

We supplemented our health and well-being programs with counseling sessions and provided additional resources for parents navigating schooling challenges.

For any employees directly impacted by COVID-19, we have ensured the availability of appropriate time off, coverage for their work responsibilities, and additional support as needed.

We have also focused on engagement and connectivity by, among other things, significantly increasing the frequency of our all-employee calls and hosting virtual happy hours and book club meetings.

We have continued to encourage growth through virtual training programs and technology-driven productivity and personal development aids.

We did not engage in layoffs, furloughs or pay reductions in response to the pandemic.

We advocate for diversity and inclusion in every part of our organization and strive to create equal opportunities for all current and future employees.

In the second half of 2021, we implemented a hybrid work schedule for all of our employees that we believe will maximize engagement, collaboration, and efficiency, while also supporting a healthy work-life balance.

We believe our success is driven by an inclusive environment that reflects the diversity of the communities we serve.

We therefore advocate for diversity and inclusion in every part of our organization and strive to create equal opportunities for all current and future employees.

We believe a culture based on diversity and inclusion is critical to our ability to attract and retain talented employees and to deliver on our strategic goals and objectives.

Every year each employee signs a pledge to commit to helping us create and maintain an inclusive culture free from harassment based on race, sexual orientation, gender, and other protected classes.

In 2020, we formed a Diversity & Inclusion Leadership Council, which reports directly to our CEO and assists us in maintaining best practices and behaviors to promote diversity and enhance inclusion.

We regularly feature diversity and inclusion themes in our trainings and community events, such as our Big Brain Days and Board of Directors lunch series.

In addition, to improve our recruitment of diverse talent, we have partnered with Jopwell, a community and job board for diverse professionals.

Our Board of Directors oversees these initiatives to ensure that our actions continue to demonstrate our strong commitment to operating in a socially responsible manner.

To facilitate their oversight, the Board of Directors is provided periodic updates by our Executive Vice President, Operations.

In 2020, management established an ESG Steering Committee, comprised of individuals from multiple disciplines across the Company and led by our Senior Vice President, Operations & Sustainability.

The ESG Steering Committee meets quarterly and focuses primarily on setting, implementing, monitoring, and communicating the Company’s Corporate Responsibility strategy and related initiatives.

In 2020, we formed a Diversity & Inclusion Leadership Council, which reports directly to our CEO and assists us in maintaining best practices and behaviors to enhance inclusion and promote diversity, and in 2021, we formed an Employee Resource Group to further these initiatives.

Also, in 2021, our CEO signed the CEO Action for Diversity & Inclusion TM pledge, which is the largest CEO-driven business commitment to advance diversity and inclusion in the workplace.

We regularly feature diversity and inclusion themes in our trainings and community events, such as our Big Brain Days.

In addition, our summer internship program is focused on growing diversity through hiring early-in-career talent.

Furthermore, to ensure ample diversity of job candidates, we utilize targeted recruitment and partnerships with diversity and inclusion-focused organizations such as Jopwell, a community and job board for diverse professionals, and ICSC Launch Academy.

In 2021, our diversity and inclusion goals were formalized and outlined in our 2021 Corporate Responsibility Report, and we will measure and report on our progress annually to provide greater transparency and accountability.

Our national 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.

As of December 31, 2021, we had over 5,000 diverse tenants in our portfolio, including many vibrant new retailers added over the past several years, and approximately 70% of our properties were anchored by a grocery store.

See “ Item 2.

Properties ” for further information on our 20 largest tenants.

Compliance with Government Regulations

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In addition, during the COVID-19 pandemic, our properties and our tenants have been subject to public-health regulations that have impacted our operations and our business.

See “The current pandemic of the novel coronavirus, or COVID-19, and future public health crises, could materially and adversely affect our financial condition, operating results and cash flows” in Item 1A.

See “The current pandemic of the novel coronavirus, or COVID-19, and future public health crises, could materially

and adversely affect our financial condition, operating results, and cash flows” in Item 1A.

“Risk Factors” for further information regarding these regulations.

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We have been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the U.S.

federal income tax laws, commencing with our taxable year ended December 31, 2011, have satisfied such requirements through our taxable year ended December 31, 2020, and intend to continue to satisfy such requirements for subsequent taxable years.

So long as we qualify as a REIT, we generally will not be subject to 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, 2021, and intend to satisfy such requirements for subsequent taxable years.

As a REIT, we generally will not be subject to U.S.

federal income tax on net taxable income that we distribute annually to our stockholders.

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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 “Risk Factors – Risks Related to our REIT Status and Certain Other Tax Items.”

See “Risks Related to our REIT Status and Certain Other Tax Items” in Item 1A.

“Risk Factors” for further information.

Executive Officers

As of December 31, 2021, each of our executive officers has been employed by us for more than five years and included the following:

Name Position Year Joined (1)

James Taylor President, Chief Executive Officer 2016 55

Angela Aman Executive Vice President, Chief Financial Officer 2016 42

Finnegan Executive Vice President, Chief Revenue Officer 2004 41

Horgan Executive Vice President, Chief Investment Officer 2016 46

Siegel Executive Vice President, General Counsel and Secretary 1991 61

Carolyn Carter Singh Executive Vice President, Chief Talent Officer 2001 59

(1) Includes predecessors of Brixmor Property Group Inc.

Corporate Headquarters

Brixmor Property Group Inc., a Maryland corporation, was incorporated in Delaware on May 27, 2011, changed its name to Brixmor Property Group Inc.

on June 17, 2013 and changed its jurisdiction of incorporation to Maryland on November 4, 2013.

The Operating Partnership, a Delaware limited partnership, was formed on May 23, 2011.

Brixmor Property Group Inc., a Maryland corporation, was incorporated in 2011.

The Operating Partnership, a Delaware limited partnership, was formed in 2011.

Our principal executive offices are located at 450 Lexington Avenue, New York, New York 10017, and our telephone number is (212) 869-3000.

Our website address is http://www.brixmor.com.

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.

We make available free of charge on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after those reports are electronically filed with, or furnished to,

We also make available through our website other reports filed with or furnished to the SEC under the Exchange Act, including our proxy statements and reports filed by officers and directors under Section 16(a) of the Exchange Act.

You may access these filings by visiting “SEC Filings” under the “Financial Info” section of the “Investors” portion of our website.

In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information for issuers, such as us, that file electronically with the SEC at http://www.sec.gov.

Financial and other material information regarding our company is routinely posted on and accessible at the “Investors” portion of our website at http://www.brixmor.com.

Financial and other material information regarding our company is routinely posted on and accessible at the “Investors” portion of our website at https://www.brixmor.com.

Investors and others should note that we use our website as a channel of distribution of material information to our investors.

Therefore, we encourage investors and others interested in our company to review the information we post on the “Investors” portion of our website.

In addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting “Email Alerts” under the “Additional Info” section of the “Investors” portion of our website.

addition, you may enroll to automatically receive e-mail alerts and other information about our company by visiting “Email Alerts” under the “Additional Info” section of the “Investors” portion of our website.

Dividend Reinvestment & Direct Stock Purchase Plan

Our registrar and stock transfer agent is Computershare Trust Company, N.A.

We offer a Dividend Reinvestment and Direct Stock Purchase Plan, providing shareholders and new investors with a simple and convenient method of investing in additional shares of common stock without payment of transaction or processing fees, service charges or other expenses.

Plan inquiries may be directed to (877) 373-6374, or (781) 575-2879 if located outside the U.S.

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What changed 10-K

Item 1. Business