What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-12 compared with 2023-02-13 · 260 added, 244 removed, 1596 unchanged (24% of the section changed)

5 unchanged sentences

Based on this evaluation, BPG’s principal executive officer, James M.

Taylor, and principal financial officer, Angela Aman, concluded that BPG’s disclosure controls and procedures were effective as of December 31, 2022.

Taylor, and principal financial officer, Steven T.

Gallagher, concluded that BPG’s disclosure controls and procedures were effective as of December 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

2 unchanged sentences

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of BPG are being made only in accordance with authorizations of management and directors of BPG;

and provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on BPG’s financial statements.

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of its assets that could have a material effect on BPG’s financial statements.

All internal control systems, no matter how well designed, have inherent limitations.

9 unchanged sentences

The Operating Partnership maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

The Operating Partnership’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report.

The Operating Partnership’s management, with the participation of its principal

executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report.

Based on this evaluation, the Operating Partnership’s principal executive officer, James M.

Taylor, and principal financial officer, Angela Aman, concluded that the Operating Partnership’s disclosure controls and procedures were effective as of December 31, 2022.

Taylor, and principal financial officer, Steven T.

Gallagher, concluded that the Operating Partnership’s disclosure controls and procedures were effective as of December 31, 2023.

Management’s Report on Internal Control Over Financial Reporting

12 unchanged sentences

Other Information

During the three months ended December 31, 2023, no director or officer of the Company, nor the Company itself, adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

72 unchanged sentences

Eleventh Supplemental Indenture, dated August 16, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 8/16/2021 4.2

Twelfth Supplemental Indenture, dated January 12, 2024, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 1/12/2024 4.2

Indenture, dated as of March 29, 1995, between New Plan Realty Trust and The First National Bank of Boston, as Trustee (the “1995 Indenture”) S-3 33-61383 7/28/1995 4.2

2 unchanged sentences

Successor Supplemental Indenture to the 1995 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC and U.S.

Bank Trust National Association 10-Q 001-12244 8/9/2007 4.2

Bank Trust Company, National Association 10-Q 001-12244 8/9/2007 4.2

Third Supplemental Indenture to the 1995 Indenture, dated as of October 30, 2009, by and among Centro NP LLC and U.S.

Bank Trust National Association S-11 333-190002 8/23/2013 4.4

Bank Trust Company, National Association S-11 333-190002 8/23/2013 4.4

Supplemental Indenture to the 1995 Indenture, dated as of October 16, 2014, between Brixmor LLC and U.S.

Bank Trust National Association 8-K 001-36160 10/17/2014 4.1

Bank Trust Company, National Association 8-K 001-36160 10/17/2014 4.1

Indenture, dated as of February 3, 1999, among the New Plan Excel Realty Trust, Inc., as Primary Obligor, New Plan Realty Trust, as Guarantor, and State Street Bank and Trust Company, as Trustee (the “1999 Indenture”) 8-K 001-12244 2/3/1999 4.1

2 unchanged sentences

Description of Registered Securities 10-K 001-36160 2/7/2022 4.22

2022 Omnibus Incentive Plan 8-K 001-36160 4/29/2022 10.1

Form of Director and Officer Indemnification Agreement S-11 333-190002 8/23/2013 10.19

Incorporated by Reference

1 unchanged sentence

Filing Exhibit

Form of Director Restricted Stock Award Agreement — — — — x

2022 Omnibus Incentive Plan 8-K 001-36160 4/29/2022 10.1

Form of Director and Officer Indemnification Agreement S-11 333-190002 8/23/2013 10.19

Form of Director Restricted Stock Award Agreement 10-K 001-36160 2/13/2023 10.3

Form of Brixmor Property Group Inc.

4 unchanged sentences

Taylor 8-K 001-36160 2/4/2021 10.1

Employment Agreement, dated April 26, 2016, by and between Brixmor Property Group Inc.

and Angela Aman 10-Q 001-36160 7/25/2016 10.2

First Amendment to Employment Agreement, dated March 7, 2019, by and between Brixmor Property Group Inc.

and Angela Aman 8-K 001-36160 3/8/2019 10.1

Second Amendment to Employment Agreement, dated February 1, 2022, by and between Brixmor Property Group Inc.

and Angela Aman 8-K 001-36160 2/4/2022 10.1

Employment Agreement, dated May 11, 2016, by and between Brixmor Property Group Inc.

6 unchanged sentences

Finnegan 10-K 001-36160 2/13/2017 10.23

First Amendment to Employment Agreement, dated September 27, 2023, by and between Brixmor Property Group Inc.

Finnegan 8-K 001-36160 9/29/2023 10.2

Employment Agreement, dated November 1, 2011, by and between Brixmor Property Group Inc.

13 unchanged sentences

Amendment No.

1 to Amended and Restated Term Loan Agreement, dated as of July 7, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto — — — — x

Subsidiaries of the Brixmor Property Group Inc.

16 unchanged sentences

Filing Exhibit

Policy Relating to Recovery of Erroneously Awarded Compensation — — — — x

Property List — — — — x

24 unchanged sentences

February 12, 2024 By:

/s/ Angela Aman

Chief Financial Officer

(Principal Financial Officer)

February 13, 2023 By:

/s/ Steven Gallagher

Steven Gallagher

Chief Accounting Officer

(Principal Accounting Officer)

/s/ Steven T.

Chief Accounting Officer and Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

February 12, 2024 By:

Chairman of the Board of Directors

/s/ Sheryl M.

Chair of the Board of Directors

February 12, 2024 By:

2 unchanged sentences

February 12, 2024 By:

/s/ Sheryl M.

/s/ Juliann Bowerman

Juliann Bowerman

February 12, 2024 By:

3 unchanged sentences

February 12, 2024 By:

/s/ William D.

/s/ Sandra A.

February 12, 2024 By:

/s/ Juliann Bowerman

Juliann Bowerman

/s/ William D.

February 12, 2024 By:

/s/ Sandra A.

/s/ John Peter Suarez

John Peter Suarez

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

41 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements

Impairment of Real Estate Assets — Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

2 unchanged sentences

Various factors are considered in the estimation process, including the anticipated hold period, current and/or future reinvestment projects, and the effects of demand and competition on future operating income and/or property values.

Changes in any estimates and/or assumptions, particularly the anticipated hold period, could have a material impact on the projected operating cash flows.

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value.

Changes in any estimates and/or assumptions, particularly the

anticipated hold period, could have a material impact on the projected operating cash flows.

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value of the asset.

The Company utilizes estimates and assumptions when determining potential impairments based on the asset’s projected operating cash flows.

41 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and Subsidiaries (the "Operating Partnership") as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

We have audited the accompanying consolidated balance sheets of Brixmor Operating Partnership LP and subsidiaries (the "Operating Partnership") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income, changes in capital, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Operating Partnership as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

14 unchanged sentences

Impairment of Real Estate Assets - Refer to Note 1 and Note 5 to the financial statements

Impairment of Real Estate Assets — Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

2 unchanged sentences

Changes in any estimates and/or assumptions, particularly the anticipated hold period, could have a material impact on the projected operating cash flows.

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value.

Changes in any estimates and/or assumptions,

particularly the anticipated hold period, could have a material impact on the projected operating cash flows.

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value of the asset.

The Operating Partnership utilizes estimates and assumptions when determining potential impairments based on the asset’s projected operating cash flows.

89 unchanged sentences

Gain on sale of real estate assets 65,439 111,563 73,092

Loss on extinguishment of debt, net ( 221 ) ( 28,345 ) ( 28,052 )

Gain (loss) on extinguishment of debt, net 4,356 ( 221 ) ( 28,345 )

Other ( 2,446 ) ( 3,639 ) ( 65 )

31 unchanged sentences

— — — — ( 265,675 ) ( 265,675 )

Equity compensation expense — — 11,895 — — 11,895

Other comprehensive loss — — — ( 18,515 ) — ( 18,515 )

Equity based compensation expense — — 18,597 — — 18,597

Other comprehensive income — — — 15,384 — 15,384

Issuance of common stock 716 7 4,657 — — 4,664

Repurchases of common stock ( 1,650 ) ( 17 ) ( 24,990 ) — — ( 25,007 )

Share-based awards retained for taxes — — ( 3,540 ) — — ( 3,540 )

Repurchases of common shares in conjunction with equity award plans — — ( 5,512 ) — — ( 5,512 )

Net income — — — — 270,187 270,187

2 unchanged sentences

— — — — ( 296,845 ) ( 296,845 )

Equity compensation expense — — 18,597 — — 18,597

Other comprehensive loss — — — 15,384 — 15,384

Equity based compensation expense — — 25,185 — — 25,185

Other comprehensive income — — — 21,525 — 21,525

Issuance of common stock 2,706 27 53,073 — — 53,100

Share-based awards retained for taxes — — ( 5,512 ) — — ( 5,512 )

Repurchases of common shares in conjunction with equity award plans — — ( 10,494 ) — — ( 10,494 )

Net income — — — — 354,193 354,193

2 unchanged sentences

— — — — ( 319,346 ) ( 319,346 )

Equity compensation expense — — 25,185 — — 25,185

Other comprehensive income — — — 21,525 — 21,525

Equity based compensation expense — — 22,345 — — 22,345

Other comprehensive loss — — — ( 11,551 ) — ( 11,551 )

Issuance of common stock 680 7 ( 6 ) — — 1

Share-based awards retained for taxes — — ( 10,494 ) — — ( 10,494 )

Repurchases of common shares in conjunction with equity award plans — — ( 11,245 ) — — ( 11,245 )

Net income — — — — 305,087 305,087

17 unchanged sentences

Gain on sale of real estate assets ( 65,439 ) ( 111,563 ) ( 73,092 )

Equity compensation expense, net 23,407 17,090 10,951

Loss on extinguishment of debt, net 221 28,345 28,052

Equity based compensation 20,777 23,407 17,090

(Gain) loss on extinguishment of debt, net ( 4,356 ) 221 28,345

Changes in operating assets and liabilities:

12 unchanged sentences

Financing activities:

Repayment of secured debt obligations — — ( 7,000 )

Repayment of borrowings under unsecured revolving credit facility ( 632,000 ) ( 675,000 ) —

Proceeds from borrowings under unsecured revolving credit facility 525,500 800,000 —

Proceeds from unsecured notes — 847,735 820,396

Proceeds from unsecured term loans and notes 200,000 — 847,735

Repayment of borrowings under unsecured term loans and notes ( 194,254 ) ( 250,000 ) ( 850,000 )

2 unchanged sentences

Distributions to common stockholders ( 315,287 ) ( 289,632 ) ( 257,229 )

Repurchases of common shares — — ( 25,007 )

Repurchases of common shares in conjunction with equity award plans ( 11,245 ) ( 10,494 ) ( 5,512 )

Net cash provided by (used in) financing activities ( 380,413 ) ( 293,578 ) 72,712

Net cash used in financing activities ( 428,069 ) ( 380,413 ) ( 293,578 )

Net change in cash, cash equivalents and restricted cash ( 2,355 ) ( 276,484 ) ( 72,344 )

35 unchanged sentences

2,852,980 2,855,232

Accumulated other comprehensive loss 8,851 ( 12,675 )

Accumulated other comprehensive income (loss) ( 2,700 ) 8,851

Total capital 2,850,280 2,864,083

20 unchanged sentences

Gain on sale of real estate assets 65,439 111,563 73,092

Loss on extinguishment of debt, net ( 221 ) ( 28,345 ) ( 28,052 )

Gain (loss) on extinguishment of debt, net 4,356 ( 221 ) ( 28,345 )

Other ( 2,446 ) ( 3,639 ) ( 65 )

26 unchanged sentences

Distributions to partners ( 270,819 ) — ( 270,819 )

Equity compensation expense 11,895 — 11,895

Other comprehensive loss — ( 18,515 ) ( 18,515 )

Equity based compensation expense 18,597 — 18,597

Other comprehensive income — 15,384 15,384

Issuance of OP Units 4,664 — 4,664

Repurchases of OP Units ( 25,007 ) — ( 25,007 )

Share-based awards retained for taxes ( 3,540 ) — ( 3,540 )

Net income attributable to Brixmor Operating Partnership LP 121,173 — 121,173

Repurchases of OP Units in conjunction with equity award plans ( 5,512 ) — ( 5,512 )

Net income 270,187 — 270,187

Ending balance, December 31, 2021 2,715,863 ( 12,675 ) 2,703,188

Distributions to partners ( 282,615 ) — ( 282,615 )

Equity compensation expense 18,597 — 18,597

Other comprehensive loss — 15,384 15,384

Equity based compensation expense 25,185 — 25,185

Other comprehensive income — 21,526 21,526

Issuance of OP Units 53,100 — 53,100

Share-based awards retained for taxes ( 5,512 ) — ( 5,512 )

Net income attributable to Brixmor Operating Partnership LP 270,187 — 270,187

Repurchases of OP Units in conjunction with equity award plans ( 10,494 ) — ( 10,494 )

Net income 354,193 — 354,193

Ending balance, December 31, 2022 2,855,232 8,851 2,864,083

Distributions to partners ( 318,440 ) — ( 318,440 )

Equity compensation expense 25,185 — 25,185

Other comprehensive income — 21,526 21,526

Equity based compensation expense 22,345 — 22,345

Other comprehensive loss — ( 11,551 ) ( 11,551 )

Issuance of OP Units 1 — 1

Share-based awards retained for taxes ( 10,494 ) — ( 10,494 )

Net income attributable to Brixmor Operating Partnership LP 354,193 — 354,193

Repurchases of OP Units in conjunction with equity award plans ( 11,245 ) — ( 11,245 )

Net income 305,087 — 305,087

Ending balance, December 31, 2023 $ 2,852,980 $ ( 2,700 ) $ 2,850,280

15 unchanged sentences

Gain on sale of real estate assets ( 65,439 ) ( 111,563 ) ( 73,092 )

Equity compensation expense, net 23,407 17,090 10,951

Loss on extinguishment of debt, net 221 28,345 28,052

Equity based compensation 20,777 23,407 17,090

(Gain) loss on extinguishment of debt, net ( 4,356 ) 221 28,345

Changes in operating assets and liabilities:

12 unchanged sentences

Financing activities:

Repayment of secured debt obligations — — ( 7,000 )

Repayment of borrowings under unsecured revolving credit facility ( 632,000 ) ( 675,000 ) —

Proceeds from borrowings under unsecured revolving credit facility 525,500 800,000 —

Proceeds from unsecured notes — 847,735 820,396

Proceeds from unsecured term loans and notes 200,000 — 847,735

Repayment of borrowings under unsecured term loans and notes ( 194,254 ) ( 250,000 ) ( 850,000 )

2 unchanged sentences

Partner distributions and repurchases of OP Units ( 325,605 ) ( 285,895 ) ( 267,885 )

Net cash provided by (used in) financing activities ( 366,182 ) ( 298,722 ) 62,714

Net cash used in financing activities ( 427,142 ) ( 366,182 ) ( 298,722 )

Net change in cash, cash equivalents and restricted cash ( 1,428 ) ( 262,253 ) ( 77,488 )

21 unchanged sentences

The Parent Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers through the Operating Partnership, and has no other substantial assets or liabilities other than through its investment in the Operating Partnership.

The Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (collectively, the “Company” or “Brixmor”) owns and operates 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.

The Parent Company, the Operating Partnership, and their consolidated subsidiaries (collectively, the "Company" or "Brixmor") owns and operates 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, 2023, the Company’s portfolio was comprised of 362 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.

79 unchanged sentences

Any portion of unrealized losses due to credit loss is recognized through net income and reported in equity as a component of distributions in excess of net income.

The portion of unrealized losses due to other factors is recognized through other comprehensive income (loss) and reported in accumulated other comprehensive loss.

The portion of unrealized losses due to other factors is recognized through other comprehensive income (loss) and reported in accumulated other comprehensive income (loss).

Derivative Financial Instruments and Hedging

57 unchanged sentences

New Accounting Pronouncements

Any recently issued accounting standards or pronouncements have been excluded as they either are not relevant to the Company or they are not expected to have a material impact on the Consolidated Financial Statements of the Company.

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, “Income Taxes (Topic 740) - Improvements to Income Tax Disclosures.” ASU 2023-09 addresses investor requests for more transparency about income tax information through improvements to income tax disclosure primarily related to the rate reconciliation and income taxes paid information.

The standard is effective on for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company continues to evaluate the impact of the guidance, but does not expect the adoption of ASU 2023-09 will have a material impact on the Consolidated Financial Statements of the Company.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures.” ASU 2023-07 improves disclosures about a public entity's reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment's expenses.

The provisions in this amendment are applicable to public entities with a single reportable segment.

The standard is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

The Company continues to evaluate the impact of the guidance, but does not expect the adoption of ASU 2023-07 will have a material impact on the Consolidated Financial Statements of the Company.

In October 2023, the FASB issued ASU 2023-06 "Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative." ASU 2023-06 modifies the disclosure or presentation requirements of a variety of topics in the ASC.

These amendments align many disclosure requirements with those already required by the Securities Exchange Commission (the "SEC") under Regulation S-X or Regulation S-K.

The ASC amendments in ASU 2023-06 become effective on the date which the SEC's removal of the related disclosure requirement from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited.

If by June 30, 2027, the SEC has not removed the applicable requirement from Regulation S-X or Regulation S-K, the pending content of the related amendment in ASU 2023-06 will not become effective for any entity.

The Company does not expect the adoption of the amendments in ASU 2023-06 will have a material impact on the Consolidated Financial Statements of the Company.

Any other recently issued accounting standards or pronouncements not disclosed above have been excluded as they either are not relevant to the Company or they are not expected to have a material impact on the Consolidated Financial Statements of the Company.

Acquisition of Real Estate

2 unchanged sentences

Location Month Acquired GLA Aggregate Purchase Price (2)

Land at Aurora Plaza (3)

Aurora, CO Apr-23 N/A $ 1,914

Paradise Pavilion - Land Parcel West Bend, WI Nov-23 N/A 355

(1) No debt was assumed related to any of the listed acquisitions.

(2) Aggregate purchase price includes $ 0.2 million of transaction costs, offset by $ 0.1 million of closing credits.

(3) The Company terminated a ground lease and acquired the associated land parcel.

During the year ended December 31, 2022, the Company acquired the following assets, in separate transactions:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Brea Gateway Brea, CA Jan-22 181,819 $ 83,991

12 unchanged sentences

(2) Aggregate purchase price includes $ 2.0 million of transaction costs, offset by $ 2.9 million of closing credits.

During the year ended December 31, 2021, the Company acquired the following assets, in separate transactions:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land at Ellisville Square (3)

Ellisville, MO Jan-21 N/A $ 2,014

Outparcel adjacent to Cobblestone Village St.

Augustine, FL Feb-21 5,040 1,520

Land associated with Westgate Plaza Westfield, MA Mar-21 N/A 245

Center of Bonita Springs Bonita Springs, FL Apr-21 281,394 48,061

Champlin Marketplace Champlin, MN Jun-21 91,970 14,876

Pawleys Island Plaza Pawleys Island, SC Oct-21 120,095 26,418

Granada Shoppes Naples, FL Dec-21 306,981 96,851

Kings Market Roswell, GA Dec-21 281,064 39,307

Connexion Roswell, GA Dec-21 107,687 29,515

1,194,231 $ 258,807

(1) No debt was assumed related to any of the listed acquisitions.

(2) Aggregate purchase price includes $ 1.5 million of transaction costs, offset by $ 2.1 million of closing credits.

(3) The Company terminated a ground lease and acquired a land parcel.

The aggregate purchase price of the assets acquired during the years ended December 31, 2023 and 2022, respectively, has been allocated as follows:

6 unchanged sentences

In-place leases (2)

29,607 17,262

Total assets 2,269 442,262

Below-market leases (3)

$ 30,748 11,782

Other liabilities — 1,826

5 unchanged sentences

Dispositions and Assets Held for Sale

During the year ended December 31, 2023, the Company 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, 2023, the Company disposed of a non-operating asset and resolved contingencies related to a previously disposed asset for aggregate net proceeds of $ 0.3 million, resulting in aggregate gain of $ 0.1 million.

During the year ended December 31, 2022, the Company disposed of 16 shopping centers and 10 partial shopping centers for aggregate net proceeds of $ 277.0 million resulting in aggregate gain of $ 109.2 million and aggregate impairment of $ 5.7 million.

In addition, during the year ended December 31, 2022, the Company resolved contingencies related to previously disposed assets and had land at one shopping center seized through eminent domain for aggregate net proceeds of $ 2.8 million, resulting in aggregate gain of $ 2.4 million.

During the year ended December 31, 2021, the Company disposed of 17 shopping centers and 15 partial shopping centers for aggregate net proceeds of $ 237.4 million resulting in aggregate gain of $ 73.1 million and aggregate impairment of $ 1.9 million.

In addition, during the year ended December 31, 2021, the Company received aggregate net proceeds of less than $ 0.1 million from previously disposed assets resulting in aggregate gain of less than $ 0.1 million.

As of December 31, 2022, the Company had one property and two partial properties held for sale.

As of December 31, 2023, the Company had no properties held for sale.

As of December 31, 2022, the Company had one property and two partial properties held for sale.

25 unchanged sentences

These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets.

These intangible assets are accreted over the term of each related lease.

Below-market lease accretion income, net of above-market lease amortization for the years ended December 31, 2023, 2022, and 2021 was $ 12.8 million, $ 12.2 million, and $ 12.6 million, respectively.

11 unchanged sentences

Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired.

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value of the asset.

If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value.

The Company recognized the following impairments during the year ended December 31, 2023:

2 unchanged sentences

Location GLA Impairment Charge

The Quentin Collection Kildeer, IL 171,530 $ 11,705

Broadway Faire - Theater Box (2)

Fresno, CA 39,983 2,102

Elk Grove Town Center (2)

Elk Grove Village, IL 47,704 1,796

The Manchester Collection - Crossroads (2)

Manchester, CT 14,867 1,155

Spring Mall (2)

Greenfield, WI 45,920 1,078

320,004 $ 17,836

(1) The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers primarily in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the year ended December 31, 2023.

The Company recognized the following impairments during the year ended December 31, 2022:

Year Ended December 31, 2022

Property Name (1)

Location GLA Impairment Charge

Torrington Plaza (2)

18 unchanged sentences

(2) The Company disposed of this property during the year ended December 31, 2021.

The Company recognized the following impairments during the year ended December 31, 2020:

Year Ended December 31, 2020

Property Name (1)

Location GLA Impairment Charge

Northmall Centre Tucson, AZ 165,350 $ 5,721

Spring Mall Greenfield, WI 45,920 4,584

30th Street Plaza (2)

Canton, OH 145,935 4,449

Fry Road Crossing (2)

Katy, TX 240,940 2,006

Chamberlain Plaza (2)

Meriden, CT 54,302 1,538

The Pines Shopping Center (3)

Pineville, LA 179,039 1,239

Parcel at Lakes Crossing (2)

Muskegon, MI 4,990 14

836,476 $ 19,551

(1) The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers primarily in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the year ended December 31, 2020.

(3) The Company disposed of this property during the year ended December 31, 2021.

The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods.

3 unchanged sentences

The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes.

In certain situations, the Company may enter into derivative financial instruments such as interest rate swap agreements and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by interest rates.

Cash Flow Hedges of Interest Rate Risk

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the

underlying notional amount.

The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt.

During the years ended December 31, 2022 and 2021, the Company did no t enter into any new interest rate swap agreements.

During the year ended December 31, 2021, interest rate swaps with a notional amount of $ 250.0 million expired and the Company paid $ 1.1 million to terminate interest rate swaps with a notional amount of $ 250.0 million.

During the year ended December 31, 2022, the Company amended its interest rate swap agreements, contemporaneous with a modification of the Company's unsecured credit facility agreements, to facilitate reference rate reform, converting all outstanding swaps from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR").

As a result of these amendments, the Company has elected to apply additional expedients within ASU 2020-04, Reference Rate Reform (Topic 848) related to contract modifications, changes in critical terms, and updates to the designated hedged risk(s), as qualifying changes were made to applicable debt and derivative contracts.

Detail on the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2022 and 2021 is as follows:

Number of Instruments Notional Amount

December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021

Interest Rate Swaps 4 4 $ 300,000 $ 300,000

The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt or future cash flows associated with forecasted fixed-rate debt issuances.

During the year ended December 31, 2023, the Company entered into 10 interest rate swap agreements.

During the year ended December 31, 2022, the Company did not enter into any new interest rate swap agreements.

The Company has elected to present its interest rate derivatives on its Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap liabilities.

Detail on the fair value of the Company’s interest rate derivatives on a gross and net basis as of December 31, 2022 and 2020 is as follows:

Fair Value of Derivative Instruments

Interest rate swaps classified as:

December 31, 2022 December 31, 2021

Gross derivative assets $ 9,640 $ —

Gross derivative liabilities — ( 12,585 )

Net derivative assets (liabilities) $ 9,640 $ ( 12,585 )

The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s Consolidated Balance Sheets.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2023 is as follows:

Effective Date Maturity Date Swapped Variable Rate Fixed Rate Notional Amount Assets Liabilities

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5875 % $ 50,000 $ 710 $ —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5960 % 50,000 707 —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5860 % 100,000 1,421 —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5850 % 100,000 1,421 —

5/1/2023 7/26/2027 1 Month SOFR (2)

3.5890 % 100,000 59 —

5/1/2023 7/26/2027 1 Month SOFR (2)

3.5950 % 75,000 34 —

5/1/2023 7/26/2027 1 Month SOFR (2)

3.5930 % 25,000 12 —

7/26/2024 7/26/2027 1 Month SOFR (3)

4.0767 % 100,000 — ( 2,073 )

7/26/2024 7/26/2027 1 Month SOFR (3)

4.0770 % 100,000 — ( 2,077 )

7/26/2024 7/26/2027 1 Month SOFR (3)

4.0767 % 50,000 — ( 1,038 )

7/26/2024 7/26/2027 1 Month SOFR (3)

4.0770 % 50,000 — ( 1,039 )

6/14/2024 6/14/2034 Compound SOFR (4)

3.4400 % 100,000 — ( 437 )

6/14/2024 6/14/2034 Compound SOFR (4)

3.4370 % 25,000 — ( 104 )

6/14/2024 6/14/2034 Compound SOFR (4)

3.4400 % 25,000 — ( 109 )

$ 950,000 $ 4,364 $ ( 6,877 )

(1) Swapped variable rate includes a secured overnight financing rate ("SOFR") adjustment of 10 basis points.

(2) In April 2023, the Company entered into three interest rate swap agreements with an aggregate notional amount of $ 200.0 million.

The interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 3.59 %.

(3) In November 2023, the Company entered into four forward-starting interest rate swap agreements with an aggregate notional amount of $ 300.0 million.

The forward-starting interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 4.08 % beginning on the effective date.

(4) In December 2023, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $ 150.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $ 150.0 million of long-term debt.

The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending June 2026.

The forward-starting interest rate swaps were designated as cash flow hedges.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2022 is as follows:

Effective Date Maturity Date Swapped Variable Rate Fixed Rate Notional Amount Assets Liabilities

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5875 % $ 50,000 $ 1,604 $ —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5960 % 50,000 1,599 —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5860 % 100,000 3,218 —

6/1/2022 7/26/2024 1 Month SOFR (1)

2.5850 % 100,000 3,219 —

$ 300,000 $ 9,640 $ —

(1) Swapped variable rate includes a SOFR adjustment of 10 basis points.

All of the Company’s outstanding interest rate swap agreements for the periods presented were designated as cash flow hedges of interest rate risk.

The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative.

These analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities.

These analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatility.

These inputs are classified as Level 2 of the fair value hierarchy.

The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in other comprehensive income (loss) and is reclassified into earnings as interest expense in the period that the hedged forecasted transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021 is as follows:

12 unchanged sentences

The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

If the Company were to breach any of the contractual provisions of the derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.

If the Company were to be declared in default on its derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.

Debt Obligations

22 unchanged sentences

(2) The weighted average stated interest rate on the Company’s unsecured notes was 3.70 % as of December 31, 2023.

(3) Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on the $ 300 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59 % (plus a spread of 119 basis points) through July 26, 2024.

(3) The Company's Revolving Facility (defined hereafter) and Term Loan Facility (defined hereafter) include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points.

During the year ended December 31, 2023, the Company concluded that it did not qualify for a reduction to the applicable credit spread during the year ended December 31, 2023 and year ended December 31, 2022 resulting in a less than $ 0.1 million increase to interest expense.

(4) Effective June 1, 2022, the Company has in place four interest rate swap agreements that convert the variable interest rate on $ 300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 2.59 % (plus a spread of 95 basis points) through July 26, 2024.

(5) Effective May 1, 2023, the Company has in place three interest rate swap agreements that convert the variable interest rate on $ 200.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 3.59 % (plus a spread of 95 basis points and a SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility (defined hereafter) on July 27, 2027.

2023 Debt Transactions

In April 2022, the Operating Partnership amended and restated its unsecured credit facility (the "Unsecured Credit Facility").

The amendment provided for (i) revolving loan commitments of $ 1.25 billion (the "Revolving Facility") scheduled to mature on June 30, 2026 (extending the applicable scheduled maturity date from February 28, 2023);

and (ii) a continuation of the existing $ 300.0 million term loan scheduled to mature on July 26, 2027 (extending the applicable scheduled maturity date from July 26, 2024) and a new $ 200.0 million delayed draw term loan, scheduled to mature on July 26, 2027 (together, the "Term Loan Facility").

The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments.

In addition, the floating reference rate under the Unsecured Credit Facility has been amended from LIBOR to SOFR.

During the year ended December 31, 2022, the Operating Partnership repaid $ 250.0 million principal amount of its Floating Rate Senior Notes due 2022 (the "2022 Notes"), representing all of the outstanding 2022 Notes, with available cash on hand.

In addition, during the year ended December 31, 2022, the Operating Partnership borrowed $ 125.0 million, net of repayments, under its $ 1.25 billion Revolving Facility, the proceeds of which were used for general corporate purposes, including $ 129.9 million of acquisitions, net of dispositions.

The Operating Partnership has an unsecured credit facility as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $ 1.25 billion revolving loan facility (the "Revolving Facility") and a $ 300.0 million term loan, in addition to a $ 200.0 million delayed draw term loan, which was drawn on April 24, 2023 (together, the "Term Loan Facility").

During the year ended December 31, 2023, the Operating Partnership repaid $ 106.5 million, net of borrowings, under its $ 1.25 billion Revolving Facility, with proceeds from dispositions.

During the year ended December 31, 2023, the Operating Partnership repurchased $ 199.6 million of its outstanding 3.650 % Senior Notes due 2024 (the "2024 Notes") pursuant to a cash tender offer (the "Tender Offer"), with $ 300.4 million aggregate principal amount of the 2024 Notes remaining outstanding.

The Operating Partnership funded the Tender Offer with proceeds from its $ 200.0 million delayed draw term loan.

In connection with the Tender Offer, the Company recognized a $ 4.4 million gain on extinguishment of debt during the year ended December 31, 2023.

Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants.

4 unchanged sentences

Year ending December 31,

2024 $ 300,352

Thereafter 2,053,203

3 unchanged sentences

Total debt obligations, net $ 4,933,525

As of the date the financial statements were issued, the Company did not have any scheduled debt maturities for the next 12 months.

As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $ 300.4 million outstanding principal balance on the 2024 Notes.

Fair Value Disclosures

28 unchanged sentences

Interest rate derivatives $ 9,640 $ — $ 9,640 $ —

Interest rate derivatives $ — $ — $ — $ —

(1) As of December 31, 2023 and 2022, marketable securities included $ 0.2 million and $ 0.8 million of net unrealized losses, respectively.

As of December 31, 2022, the contractual maturities of the Company’s marketable securities are within the next five years.

As of December 31, 2023, the contractual maturities of the Company’s marketable securities were within the next five years.

Non-Recurring Fair Value

4 unchanged sentences

Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy.

During the years ended December 31, 2022 and December 31, 2021, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022 and December 31, 2021, respectively.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the year ended December 31, 2023, excluding the properties sold prior to December 31, 2023.

During the year ended December 31, 2022, no properties were remeasured to fair value as a result of impairment testing that were not sold prior to December 31, 2022.

Fair Value Measurements as of December 31, 2023

Balance Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

(Level 3) Impairment of Real Estate Assets

Properties (1)(2)

$ 14,987 $ — $ — $ 14,987 $ 11,705

(1) Excludes properties disposed of prior to December 31, 2023.

(2) The carrying value of The Quentin Collection, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the year ended December 31, 2023, is $ 15.0 million.

The capitalization rate of 8.75 % utilized in the analysis was based upon unobservable inputs that the Company believes to be within a reasonable range of current market rates for the property.

Revenue Recognition

11 unchanged sentences

The table below includes payments from tenants who have taken possession of their space and tenants who have been moved to the cash basis of accounting for revenue recognition purposes.

table does not include variable lease payments that may be received under certain leases for the reimbursement of property operating expenses or certain capital expenditures related to the maintenance of the Company’s properties, or percentage rents.

The table does not include variable lease payments that may be received under certain leases for the reimbursement of property operating expenses or certain capital expenditures related to the maintenance of the Company’s properties, or percentage rents.

These variable lease payments are recognized, in the case of reimbursements, in the period when the applicable expenditures are incurred and/or contractually required to be reimbursed or, in the case of percentage rents, upon the achievement of certain predetermined sales thresholds.

10 unchanged sentences

Certain agreements require the Company to pay a portion of property operating expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties.

These payments are not included in the calculation of the lease liability and are presented as variable lease costs.

These payments are not included in the calculation of the ROU asset or lease liability and are presented as variable lease costs.

The following tables present additional information pertaining to the Company’s operating leases:

28 unchanged sentences

Equity and Capital

In November 2022, the Company issued a new at-the-market equity offering program (the “ATM Program”) through which the Company may sell from time to time up to an aggregate of $ 400.0 million of its common stock through sales agents.

In November 2022, the Company renewed its at-the-market equity offering program (the "ATM Program") through which the Company may sell, from time to time, up to an aggregate of $ 400.0 million of its common stock through sales agents.

The ATM Program also provides that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers.

The ATM Program is scheduled to expire on November 1, 2025, unless earlier terminated or extended by the Company's board of directors, sales agents, forward sellers, and forward purchasers.

The ATM Program is scheduled to expire on November 1, 2025, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers.

The ATM Program replaced the Company's prior at-the-market equity offering program (the "Prior ATM Program"), which was scheduled to expire on January 9, 2023.

During the year ended December 31, 2023, the Company did not issue any shares of common stock under the ATM Program.

During the year ended December 31, 2022, the Company issued 2.1 million shares of common stock under the Prior ATM Program at an average price per share of $ 25.40 for total gross proceeds of $ 53.9 million, excluding commissions.

2 unchanged sentences

The Company incurred commissions of $ 0.1 million in conjunction with the Prior ATM Program for the year ended December 31, 2021.

During the year ended December 31, 2020, the Company did not issue any shares of common stock under the Prior ATM Program.

As of December 31, 2023, $ 400.0 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

In November 2022, the Company established a new share repurchase program (the “Repurchase Program”) for up to $ 400.0 million of its common stock.

In November 2022, the Company renewed its share repurchase program (the "Repurchase Program") for up to $ 400.0 million of its common stock.

The Repurchase Program is scheduled to expire on November 1, 2025, unless suspended or extended by the Company's board of directors.

The Repurchase Program replaced the Company’s prior share repurchase program (the "Prior Repurchase Program"), which was scheduled to expire on January 9, 2023.

During the years ended December 31, 2022 and December 31, 2021, the Company did not repurchase any shares of common stock.

During the year ended December 31, 2020, the Company repurchased 1.7 million shares of common stock under the Prior Repurchase Program at an average price per share of $ 15.14 for a total of $ 25.0 million, excluding commissions.

The Company incurred commissions of less than $ 0.1 million in conjunction with the Prior Repurchase Program for the year ended December 31, 2020.

During the years ended December 31, 2023, 2022, and 2021, the Company did not repurchase any shares of common stock.

As of December 31, 2023, the Repurchase Program had $ 400.0 million of available repurchase capacity.

11 unchanged sentences

During the years ended December 31, 2023, 2022, and 2022, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 1.0525 per share/unit, $ 0.9800 per share/unit, and $ 0.8850 per share/unit, respectively.

In response to COVID-19, the Company's board of directors suspended the dividend in the second and third quarters of 2020.

In the fourth quarter of 2020, the Company's board of directors resumed the dividend at a rate of $ 0.215 per common share.

As of December 31, 2023 and 2022, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 85.7 million and $ 81.6 million, respectively.

6 unchanged sentences

The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions.

Certain tranches are also subject to performance-based criteria that are not market-based or performance-based criteria that are market-based, and contain a threshold, target, above target, and maximum number of units that can be earned.

The number of units actually earned for each tranche is determined based on performance over a specified performance period.

Certain tranches are also subject to performance-based criteria or market-based criteria, which contain a threshold, target, above target, and maximum number of units that can be earned.

The number of units actually earned for each tranche is determined based on performance during a specified performance period.

Tranches that only have a service-based component can only earn a target number of units.

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.7 million, 0.7 million, and 1.0 million for the years ended December 31, 2023, 2022, and 2021, respectively, with vesting periods ranging from one to five years .

For grants of service-based RSUs and performance-based RSUs that are not market-based, fair value is based on the Company’s grant date stock price.

For grants of performance-based RSUs that are market-based, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:

For the service-based RSUs granted, fair value is based on the Company’s grant date stock price or the grant date stock price adjusted for dividend or dividend equivalent rights, when applicable.

For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:

Year Ended December 31,

8 unchanged sentences

3.8 % - 4.6 %

4.1 % - 5.8 %

Information with respect to RSUs for the years ended December 31, 2023, 2022, and 2021 are as follows (in thousands):

105 unchanged sentences

In preparing the Consolidated Financial Statements, the Company has evaluated events and transactions occurring after December 31, 2023 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from December 31, 2022 through the date the financial statements were issued.

Based on this evaluation, there were no subsequent events from December 31, 2023 through the date the financial statements were issued other than the following:

• On January 12, 2024, the Operating Partnership issued $ 400.0 million aggregate principal amount of 5.500 % Senior Notes due 2034 (the "2034 Notes") at 99.816 % of par, the Operating Partnership intends to use the net proceeds for general corporate purposes, including the repayment of indebtedness.

The 2034 Notes bear interest at a rate of 5.500 % per annum, payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2024.

The 2034 Notes will mature on February 15, 2034.

BRIXMOR PROPERTY GROUP INC.

34 unchanged sentences

Plaza By The Sea San Clemente, CA 9,607 5,461 5,889 9,607 11,350 20,957 ( 1,875 ) 1976 Dec-17

Village at Mira Mesa (6)

San Diego, CA 14,870 75,271 36,684 14,870 111,955 126,825 ( 32,680 ) 2023 Jun-11

Village at Mira Mesa San Diego, CA 14,870 75,271 37,419 14,870 112,690 127,560 ( 37,112 ) 2023 Jun-11

San Dimas Plaza San Dimas, CA 15,101 22,299 4,094 15,101 26,393 41,494 ( 9,862 ) 1986 Jun-11

2 unchanged sentences

Santa Paula Center Santa Paula, CA 3,520 18,079 1,242 3,520 19,321 22,841 ( 9,075 ) 1995 Jun-11

Vail Ranch Center (6)

Temecula, CA 3,750 22,933 9,882 3,750 32,815 36,565 ( 9,721 ) 2023 Jun-11

Vail Ranch Center (6) Temecula, CA 3,750 22,933 10,552 3,750 33,485 37,235 ( 10,535 ) 2024 Jun-11

Country Hills Shopping Center Torrance, CA 3,630 8,716 100 3,589 8,857 12,446 ( 3,426 ) 1977 Jun-11

Upland Town Square Upland, CA 9,051 23,171 1,345 9,051 24,516 33,567 ( 6,851 ) 1994 Nov-17

Gateway Plaza - Vallejo (6)

Vallejo, CA 12,947 77,377 25,775 12,947 103,152 116,099 ( 34,544 ) 2023 Jun-11

Gateway Plaza - Vallejo Vallejo, CA 12,947 77,377 28,226 12,947 105,603 118,550 ( 36,760 ) 2023 Jun-11

Arvada Plaza Arvada, CO 1,160 7,378 608 1,160 7,986 9,146 ( 4,933 ) 1994 Jun-11

4 unchanged sentences

Superior Marketplace Superior, CO 7,090 37,670 5,054 6,924 42,890 49,814 ( 17,233 ) 1997 Jun-11

Westminster City Center (6)

Westminster, CO 6,040 45,099 12,939 6,040 58,038 64,078 ( 19,769 ) 2023 Jun-11

Westminster City Center (6) Westminster, CO 6,040 45,099 18,486 6,040 63,585 69,625 ( 21,923 ) 2024 Jun-11

The Shoppes at Fox Run Glastonbury, CT 3,550 23,162 5,130 3,600 28,242 31,842 ( 12,201 ) 1974 Jun-11

Groton Square Groton, CT 2,730 28,311 2,288 2,730 30,599 33,329 ( 14,031 ) 1987 Jun-11

Parkway Plaza Hamden, CT 4,100 7,844 84 4,100 7,928 12,028 ( 3,290 ) 2006 Jun-11

2 unchanged sentences

North Haven Crossing North Haven, CT 5,430 16,371 3,022 5,430 19,393 24,823 ( 7,109 ) 1993 Jun-11

Christmas Tree Plaza Orange, CT 4,870 15,160 2,257 4,870 17,417 22,287 ( 6,486 ) 1996 Jun-11

Colonial Commons - Orange Orange, CT 4,870 15,160 ( 561 ) 4,870 14,599 19,469 ( 4,578 ) 1996 Jun-11

Stratford Square Stratford, CT 5,970 12,433 7,633 5,860 20,176 26,036 ( 8,100 ) 1984 Jun-11

13 unchanged sentences

Venetian Isle Shopping Ctr Lighthouse Point, FL 8,270 15,030 1,372 8,270 16,402 24,672 ( 6,567 ) 1992 Jun-11

Marco Town Center (6)

Marco Island, FL 7,235 27,490 11,897 7,235 39,387 46,622 ( 8,407 ) 2023 Oct-13

Marco Town Center Marco Island, FL 7,235 27,490 12,318 7,235 39,808 47,043 ( 9,526 ) 2023 Oct-13

Mall at 163rd Street Miami, FL 9,450 36,810 3,010 9,450 39,820 49,270 ( 13,561 ) 2007 Jun-11

Shops at Palm Lakes (6)

Miami, FL 10,896 17,596 21,832 10,896 39,428 50,324 ( 6,282 ) 2023 Jun-11

Shops at Palm Lakes Miami, FL 10,896 17,596 24,497 10,896 42,093 52,989 ( 7,181 ) 2023 Jun-11

Freedom Square Naples, FL 4,760 15,328 11,073 4,735 26,426 31,161 ( 6,794 ) 2021 Jun-11

Costs Capitalized Subsequent to Acquisition (3)

6 unchanged sentences

Date Acquired

Freedom Square Naples, FL 4,760 15,328 10,713 4,735 26,066 30,801 ( 5,810 ) 2021 Jun-11

Granada Shoppes Naples, FL 34,061 69,551 3,814 34,061 73,365 107,426 ( 7,409 ) 2011 Dec-21

6 unchanged sentences

Hunter's Creek Plaza Orlando, FL 3,589 6,907 2,676 3,589 9,583 13,172 ( 3,622 ) 1998 Oct-13

Pointe Orlando (6)

Orlando, FL 6,120 56,697 53,195 6,120 109,892 116,012 ( 29,513 ) 2023 Jun-11

Pointe Orlando (6) Orlando, FL 6,120 56,697 57,389 6,120 114,086 120,206 ( 32,538 ) 2024 Jun-11

Martin Downs Town Center Palm City, FL 1,660 9,945 225 1,660 10,170 11,830 ( 3,366 ) 1996 Oct-13

2 unchanged sentences

Panama City Square Panama City, FL 5,690 15,789 6,687 5,690 22,476 28,166 ( 7,060 ) 1989 Jun-11

East Port Plaza (6)

East Port Plaza (6) Port St.

Lucie, FL 4,099 22,498 5,294 4,099 27,792 31,891 ( 7,607 ) 2024 Oct-13

13 unchanged sentences

Petersburg, FL 3,880 8,513 1,636 3,880 10,149 14,029 ( 4,553 ) 2002 Jun-11

Tyrone Gardens (6)

Tyrone Gardens St.

Petersburg, FL 5,690 10,456 9,090 5,690 19,546 25,236 ( 6,014 ) 2023 Jun-11

9 unchanged sentences

Northeast Plaza Atlanta, GA 6,907 38,776 4,147 6,907 42,923 49,830 ( 16,015 ) 1952 Jun-11

Augusta West Plaza Augusta, GA 1,070 8,643 ( 89 ) 1,070 8,554 9,624 ( 3,325 ) 2006 Jun-11

Sweetwater Village Austell, GA 1,080 3,119 989 1,080 4,108 5,188 ( 2,220 ) 1985 Jun-11

10 unchanged sentences

Mableton Walk Mableton, GA 1,660 9,467 2,422 1,645 11,904 13,549 ( 4,387 ) 1994 Jun-11

The Village at Mableton (6)

Mableton, GA 2,040 6,647 10,549 2,040 17,196 19,236 ( 3,820 ) 2023 Jun-11

The Village at Mableton Mableton, GA 2,040 6,647 19,658 2,040 26,305 28,345 ( 4,685 ) 2023 Jun-11

Eastlake Plaza Marietta, GA 2,650 2,774 2,598 2,650 5,372 8,022 ( 1,352 ) 1982 Jun-11

9 unchanged sentences

Wilmington Island Wilmington Island, GA 2,630 8,108 1,215 2,630 9,323 11,953 ( 3,490 ) 1985 Oct-13

Haymarket Square Des Moines, IA 3,360 10,665 3,651 3,360 14,316 17,676 ( 5,589 ) 1979 Jun-11

Annex of Arlington Arlington Heights, IL 4,373 19,431 10,655 4,373 30,086 34,459 ( 12,292 ) 1999 Jun-11

2 unchanged sentences

Commons of Chicago Ridge Chicago Ridge, IL 4,310 39,714 7,792 4,310 47,506 51,816 ( 21,836 ) 1998 Jun-11

Rivercrest Shopping Center Crestwood, IL 11,010 41,063 12,235 11,010 53,298 64,308 ( 21,594 ) 1992 Jun-11

The Commons of Crystal Lake Crystal Lake, IL 3,660 32,993 5,833 3,660 38,826 42,486 ( 14,836 ) 1987 Jun-11

Elmhurst Crossing Elmhurst, IL 5,816 81,784 1,446 5,816 83,230 89,046 ( 5,917 ) 2005 Apr-22

Costs Capitalized Subsequent to Acquisition (3)

6 unchanged sentences

Date Acquired

Rivercrest Shopping Center Crestwood, IL 11,010 41,063 11,746 11,010 52,809 63,819 ( 19,651 ) 1992 Jun-11

The Commons of Crystal Lake Crystal Lake, IL 3,660 32,993 5,185 3,660 38,178 41,838 ( 13,814 ) 1987 Jun-11

Elk Grove Town Center Elk Grove Village, IL 3,730 19,665 ( 8,183 ) 2,558 12,654 15,212 ( 3,887 ) 1998 Jun-11

Elmhurst Crossing Elmhurst, IL 5,816 81,784 424 5,816 82,208 88,024 ( 2,521 ) 2005 Apr-22

The Quentin Collection Kildeer, IL 6,002 27,280 ( 9,242 ) 3,279 20,761 24,040 ( 9,808 ) 2006 Jun-11

24 unchanged sentences

Holyoke Shopping Center Holyoke, MA 3,110 12,097 1,671 3,110 13,768 16,878 ( 6,663 ) 2000 Jun-11

WaterTower Plaza (6)

Leominster, MA 10,400 40,312 7,579 10,400 47,891 58,291 ( 15,369 ) 2023 Jun-11

WaterTower Plaza (6) Leominster, MA 10,400 40,312 13,991 10,342 54,361 64,703 ( 16,614 ) 2024 Jun-11

Lunenberg Crossing Lunenburg, MA 930 1,991 823 930 2,814 3,744 ( 1,211 ) 1994 Jun-11

34 unchanged sentences

Watts Mill Plaza Kansas City, MO 2,610 13,868 1,812 2,610 15,680 18,290 ( 5,575 ) 1997 Jun-11

Liberty Corners Liberty, MO 2,530 8,918 3,764 2,530 12,682 15,212 ( 5,664 ) 1987 Jun-11

Maplewood Square Maplewood, MO 1,450 4,720 538 1,450 5,258 6,708 ( 1,609 ) 1998 Jun-11

Devonshire Place Cary, NC 940 4,533 4,848 940 9,381 10,321 ( 5,352 ) 1996 Jun-11

McMullen Creek Market Charlotte, NC 10,590 24,266 9,824 10,590 34,090 44,680 ( 13,419 ) 1988 Jun-11

Costs Capitalized Subsequent to Acquisition (3)

6 unchanged sentences

Date Acquired

Liberty Corners Liberty, MO 2,530 8,918 3,666 2,530 12,584 15,114 ( 5,319 ) 1987 Jun-11

Maplewood Square Maplewood, MO 1,450 4,720 500 1,450 5,220 6,670 ( 1,384 ) 1998 Jun-11

Devonshire Place Cary, NC 940 4,533 4,845 940 9,378 10,318 ( 4,747 ) 1996 Jun-11

McMullen Creek Market Charlotte, NC 10,590 24,266 8,391 10,590 32,657 43,247 ( 12,137 ) 1988 Jun-11

The Commons at Chancellor Park Charlotte, NC 5,240 20,500 2,848 5,240 23,348 28,588 ( 10,167 ) 1994 Jun-11

3 unchanged sentences

University Commons Greenville, NC 5,350 26,253 4,197 5,350 30,450 35,800 ( 12,760 ) 1996 Jun-11

Kinston Pointe Kinston, NC 2,180 8,540 522 2,180 9,062 11,242 ( 4,763 ) 2001 Jun-11

Roxboro Square Roxboro, NC 1,550 8,976 706 1,550 9,682 11,232 ( 6,291 ) 2005 Jun-11

Innes Street Market Salisbury, NC 12,180 27,462 836 10,548 29,930 40,478 ( 14,906 ) 2002 Jun-11

Crossroads Statesville, NC 6,220 15,300 ( 20,674 ) 258 588 846 ( 169 ) 1997 Jun-11

New Centre Market Wilmington, NC 5,730 15,217 5,006 5,730 20,223 25,953 ( 7,304 ) 1998 Jun-11

7 unchanged sentences

Tri-City Plaza Somersworth, NH 1,900 10,034 5,850 1,900 15,884 17,784 ( 6,980 ) 1990 Jun-11

Laurel Square (6)

Brick, NJ 5,400 20,998 6,634 5,400 27,632 33,032 ( 7,254 ) 2023 Jun-11

Laurel Square Brick, NJ 5,400 20,998 14,111 5,400 35,109 40,509 ( 8,491 ) 2023 Jun-11

the Shoppes at Cinnaminson Cinnaminson, NJ 6,030 45,605 5,290 6,030 50,895 56,925 ( 20,797 ) 2010 Jun-11

17 unchanged sentences

Stewart Plaza Garden City, NY 6,040 21,970 19,491 6,040 41,461 47,501 ( 10,510 ) 2022 Jun-11

Dalewood I, II & III Shopping Center (6)

Hartsdale, NY 6,900 57,804 9,167 6,900 66,971 73,871 ( 19,171 ) 2023 Jun-11

Unity Plaza East Fishkill, NY 2,100 14,051 20 2,100 14,071 16,171 ( 5,477 ) 2005 Jun-11

Dalewood I, II & III Shopping Center (6) Hartsdale, NY 6,900 57,804 12,272 6,900 70,076 76,976 ( 20,165 ) 2024 Jun-11

Unity Plaza Hopewell Junction, NY 2,100 14,051 95 2,100 14,146 16,246 ( 5,945 ) 2005 Jun-11

Cayuga Mall Ithaca, NY 1,180 11,244 5,421 1,180 16,665 17,845 ( 5,710 ) 1969 Jun-11

9 unchanged sentences

Nesconset Shopping Center Port Jefferson Station, NY 5,510 20,473 8,737 5,510 29,210 34,720 ( 9,227 ) 1961 Jun-11

Riverhead Riverhead, NY 6,331 — 36,162 3,899 38,594 42,493 ( 8,319 ) 2018 Jun-11

Roanoke Plaza Riverhead, NY 5,050 15,177 2,968 5,050 18,145 23,195 ( 6,429 ) 2002 Jun-11

The Shops at Riverhead Riverhead, NY 6,331 — 36,243 3,899 38,675 42,574 ( 10,250 ) 2018 Jun-11

Rockville Centre Rockville Centre, NY 3,590 6,982 397 3,590 7,379 10,969 ( 2,838 ) 1975 Jun-11

7 unchanged sentences

Brentwood Plaza Cincinnati, OH 5,090 20,513 2,572 5,090 23,085 28,175 ( 10,490 ) 2004 Jun-11

Delhi Shopping Center Cincinnati, OH 3,690 8,085 2,359 3,690 10,444 14,134 ( 4,762 ) 1973 Jun-11

Harpers Station Cincinnati, OH 3,987 27,804 5,831 3,987 33,635 37,622 ( 14,376 ) 1994 Jun-11

Western Hills Plaza Cincinnati, OH 8,690 27,664 16,386 8,690 44,050 52,740 ( 12,655 ) 2021 Jun-11

Western Village Cincinnati, OH 3,420 12,817 1,302 3,420 14,119 17,539 ( 6,772 ) 2005 Jun-11

Crown Point Columbus, OH 2,120 14,980 2,000 2,120 16,980 19,100 ( 8,421 ) 1980 Jun-11

Greentree Shopping Center Columbus, OH 1,920 12,531 2,339 1,920 14,870 16,790 ( 7,188 ) 2005 Jun-11

Costs Capitalized Subsequent to Acquisition (3)

6 unchanged sentences

Date Acquired

Delhi Shopping Center Cincinnati, OH 3,690 8,085 2,251 3,690 10,336 14,026 ( 4,418 ) 1973 Jun-11

Harpers Station Cincinnati, OH 3,987 27,804 4,246 3,987 32,050 36,037 ( 13,178 ) 1994 Jun-11

Western Hills Plaza Cincinnati, OH 8,690 27,664 15,903 8,690 43,567 52,257 ( 11,181 ) 2021 Jun-11

Western Village Cincinnati, OH 3,420 12,817 1,025 3,420 13,842 17,262 ( 6,153 ) 2005 Jun-11

Crown Point Columbus, OH 2,120 14,980 1,506 2,120 16,486 18,606 ( 7,974 ) 1980 Jun-11

Greentree Shopping Center Columbus, OH 1,920 12,531 703 1,920 13,234 15,154 ( 6,943 ) 2005 Jun-11

South Towne Centre Dayton, OH 4,990 43,152 5,879 4,990 49,031 54,021 ( 21,550 ) 1972 Jun-11

3 unchanged sentences

Miracle Mile Shopping Plaza Toledo, OH 1,510 15,792 3,298 1,411 19,189 20,600 ( 10,563 ) 1955 Jun-11

Marketplace Tulsa, OK 5,040 13,249 2,874 5,040 16,123 21,163 ( 8,226 ) 1992 Jun-11

Village West Allentown, PA 4,180 23,402 1,846 4,180 25,248 29,428 ( 10,128 ) 1999 Jun-11

Park Hills Plaza Altoona, PA 4,390 23,218 ( 21,720 ) 233 5,655 5,888 ( 1,088 ) 1985 Jun-11

Bethel Park Shopping Center Bethel Park, PA 3,060 18,457 2,138 3,060 20,595 23,655 ( 10,071 ) 1965 Jun-11

Lehigh Shopping Center Bethlehem, PA 6,980 34,900 4,745 6,980 39,645 46,625 ( 19,241 ) 1955 Jun-11

3 unchanged sentences

Collegeville Shopping Center Collegeville, PA 3,410 7,451 6,869 3,410 14,320 17,730 ( 5,993 ) 2020 Jun-11

Plymouth Square Shopping Center (6)

Conshohocken, PA 17,001 44,208 25,886 17,001 70,094 87,095 ( 7,014 ) 2023 May-19

Plymouth Square Shopping Center (6) Conshohocken, PA 17,001 44,208 36,325 17,001 80,533 97,534 ( 8,863 ) 2024 May-19

Whitemarsh Shopping Center Conshohocken, PA 3,410 11,753 7,130 3,410 18,883 22,293 ( 5,941 ) 2002 Jun-11

Valley Fair Devon, PA 1,810 8,161 ( 5,597 ) 1,152 3,222 4,374 ( 1,368 ) 2001 Jun-11

Dickson City Crossings (6)

Dickson City, PA 4,800 31,423 4,252 4,800 35,675 40,475 ( 13,678 ) 2023 Jun-11

Dickson City Crossings Dickson City, PA 4,800 31,423 8,572 4,800 39,995 44,795 ( 14,981 ) 2023 Jun-11

Barn Plaza Doylestown, PA 8,780 29,183 3,048 8,780 32,231 41,011 ( 12,252 ) 2002 Jun-11

18 unchanged sentences

Fairview Corners I & II Simpsonville, SC 2,370 17,117 2,382 2,370 19,499 21,869 ( 8,186 ) 2003 Jun-11

Hillcrest Market Place (6)

Spartanburg, SC 4,190 34,825 12,798 4,190 47,623 51,813 ( 15,754 ) 2023 Jun-11

Hillcrest Market Place Spartanburg, SC 4,190 34,825 14,611 4,190 49,436 53,626 ( 17,535 ) 2023 Jun-11

Watson Glen Shopping Center Franklin, TN 5,220 14,990 4,621 5,220 19,611 24,831 ( 6,940 ) 1988 Jun-11

17 unchanged sentences

Webb Royal Plaza Dallas, TX 2,470 6,576 ( 1 ) 2,470 6,575 9,045 ( 3,615 ) 1961 Jun-11

Wynnewood Village (6)

Dallas, TX 16,982 42,953 31,410 17,200 74,145 91,345 ( 21,000 ) 2023 Jun-11

Wynnewood Village (6) Dallas, TX 16,982 42,953 36,083 17,200 78,818 96,018 ( 23,514 ) 2024 Jun-11

Parktown Deer Park, TX 2,790 7,319 1,285 2,790 8,604 11,394 ( 4,559 ) 1999 Jun-11

Costs Capitalized Subsequent to Acquisition (3)

Gross Amount at Which Carried

Initial Cost to Company (2)

at the Close of the Period

Description (1)

Land Building & Improvements Land Building & Improvements (4)

Total Accumulated Depreciation Year Built (5)

Date Acquired

Ridglea Plaza Fort Worth, TX 2,770 16,178 1,040 2,770 17,218 19,988 ( 7,076 ) 1990 Jun-11

6 unchanged sentences

Braes Heights Houston, TX 1,700 15,246 9,805 1,700 25,051 26,751 ( 7,092 ) 2022 Jun-11

Costs Capitalized Subsequent to Acquisition (3)

Gross Amount at Which Carried

Initial Cost to Company (2)

at the Close of the Period

Description (1)

Land Building & Improvements Land Building & Improvements (4)

Total Accumulated Depreciation Year Built (5)

Date Acquired

Braesgate Houston, TX 1,570 2,813 711 1,570 3,524 5,094 ( 1,827 ) 1997 Jun-11

3 unchanged sentences

Jester Village Houston, TX 1,380 4,623 9,359 1,380 13,982 15,362 ( 2,981 ) 2022 Jun-11

Jones Plaza (6)

Houston, TX 2,110 11,450 3,529 2,110 14,979 17,089 ( 4,102 ) 2023 Jun-11

Jones Plaza (6) Houston, TX 2,110 11,450 3,801 2,110 15,251 17,361 ( 4,832 ) 2024 Jun-11

Jones Square Houston, TX 3,210 10,716 2,453 3,210 13,169 16,379 ( 5,286 ) 1999 Jun-11

13 unchanged sentences

Market Plaza Plano, TX 6,380 20,529 1,388 6,380 21,917 28,297 ( 8,864 ) 2002 Jun-11

Preston Park Village (6)

Plano, TX 8,506 81,652 3,966 8,506 85,618 94,124 ( 21,228 ) 2023 Oct-13

Preston Park Village (6) Plano, TX 8,506 81,652 15,933 8,505 97,586 106,091 ( 23,407 ) 2024 Oct-13

Keegan's Meadow Stafford, TX 3,300 9,947 2,106 3,300 12,053 15,353 ( 4,359 ) 1999 Jun-11

4 unchanged sentences

Hanover Square Mechanicsville, VA 3,540 16,145 7,037 3,557 23,165 26,722 ( 7,668 ) 1991 Jun-11

Tuckernuck Square Richmond, VA 2,400 10,241 1,987 2,400 12,228 14,628 ( 4,168 ) 1981 Jun-11

Cave Spring Corners Roanoke, VA 3,060 11,284 1,362 3,060 12,646 15,706 ( 6,779 ) 2005 Jun-11

2 unchanged sentences

Rutland Plaza Rutland, VT 2,130 20,924 1,858 2,130 22,782 24,912 ( 8,611 ) 1997 Jun-11

Spring Mall Greenfield, WI 2,540 16,383 ( 11,748 ) 912 6,263 7,175 ( 2,560 ) 2003 Jun-11

Mequon Pavilions Mequon, WI 7,520 29,714 12,756 7,520 42,470 49,990 ( 15,663 ) 1967 Jun-11

28 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures