What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-10 compared with 2024-02-12 · 248 added, 149 removed, 1707 unchanged (19% of the section changed)

2 unchanged sentences

Evaluation of Disclosure Controls and Procedures

BPG 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.

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.

BPG’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.

18 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.

71 unchanged sentences

Articles of Incorporation of Brixmor Property Group Inc., dated as of November 4, 2013 8-K 001-36160 11/4/2013 3.1

Second Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of February 1, 2022 8-K 001-36160 2/4/2022 3.1

Third Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of July 24, 2024 8-K 001-36160 7/24/2024 3.1

Amended and Restated Certificate of Limited Partnership of Brixmor Operating Partnership LP 10-K 001-36160 3/12/2014 10.7

4 unchanged sentences

Fifth Supplemental Indenture to the 2015 Indenture, dated March 8, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 3/8/2017 4.2

Sixth Supplemental Indenture to the 2015 Indenture, dated June 5, 2017, among Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 6/5/2017 4.2

Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 5/10/2019 4.2

Amendment No.

1 to the Eighth Supplemental Indenture, dated August 15, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/15/2019 4.3

1 to the Eighth Supplemental Indenture to the 2015 Indenture, dated May 10, 2019, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 00-36160 8/15/2019 4.3

Ninth Supplemental Indenture to the 2015 Indenture, dated June 10, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 6/10/2020 4.2

Incorporated by Reference

1 unchanged sentence

Filing Exhibit

Ninth Supplemental Indenture, dated June 10, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 6/10/2020 4.2

Amendment No.

1 to the Ninth Supplemental Indenture, dated August 20, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 8/20/2020 4.3

Tenth Supplemental Indenture, dated March 5, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 3/5/2021 4.2

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

1 to the Ninth Supplemental Indenture to the 2015 Indenture, dated August 20, 2020, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 8/20/2020 4.3

Tenth Supplemental Indenture to the 2015 Indenture, dated March 5, 2021, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 3/5/2021 4.2

Eleventh Supplemental Indenture to the 2015 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 to the 2015 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

Thirteenth Supplemental Indenture to the 2015 Indenture, dated May 28, 2024, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee 8-K 001-36160 5/28/2024 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

8 unchanged sentences

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

Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC, New Plan Realty Trust, LLC and U.S.

Bank Trust National Association 10-Q 001-12244 8/9/2007 4.3

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

Incorporated by Reference

1 unchanged sentence

Filing Exhibit

Successor Supplemental Indenture to the 1999 Indenture, dated as of April 20, 2007, by and among Super IntermediateCo LLC, New Plan Realty Trust, LLC and U.S.

Bank Trust National Association 10-Q 001-12244 8/9/2007 4.3

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

13 unchanged sentences

Horgan 8-K 001-36160 2/4/2022 10.2

Employment Agreement, dated December 5, 2014, by and between Brixmor Property Group Inc.

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

Third Amendment to Employment Agreement, dated February 5, 2025, by and between Brixmor Property Group Inc.

Horgan 8-K 001-36160 2/7/2025 10.1

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

7 unchanged sentences

Siegel 10-Q 001-36160 4/29/2019 10.4

Third Amended and Restated Revolving Credit Agreement, dated as of April 28, 2022, among Brixmor Operating Partnership LP, as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto 10-Q 001-36160 5/2/2022 10.1

Employment Agreement, dated July 24, 2024, by and between Brixmor Property Group Inc.

and Steven T.

Gallagher 8-K 001-36160 7/24/2024 10.2

Incorporated by Reference

1 unchanged sentence

Filing Exhibit

Amended and Restated Employment Agreement, dated July 24, 2024, by and between Brixmor Property Group Inc.

Finnegan 8-K 001-36160 7/24/2024 10.1

Amended and Restated Term Loan Agreement, dated as of April 28, 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 10-Q 001-36160 5/2/2022 10.2

1 unchanged sentence

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 10-K 001-36160 2/13/2023 10.19

Policies and Procedures for Trading in Securities of Brixmor Property Group Inc.

by Directors, Executive Officers, and Access Employees — — — — x

Subsidiaries of the Brixmor Property Group Inc.

7 unchanged sentences

Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 — — — — x

4 unchanged sentences

Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 — — — — x

Incorporated by Reference

Number Exhibit Description Form File No.

Filing Exhibit

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

Policy Relating to Recovery of Erroneously Awarded Compensation 10-K 001-36160 2/12/2024 97.1

Property List — — — — x

13 unchanged sentences

February 10, 2025 By:

Chief Executive Officer and President

Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

February 10, 2025 By:

Chief Executive Officer and President

Chief Executive Officer

(Principal Executive Officer)

1 unchanged sentence

February 10, 2025 By:

Chief Executive Officer and President

Chief Executive Officer

(Principal Executive Officer, Director, Sole Director of Sole Member of General Partner of Operating Partnership)

1 unchanged sentence

/s/ Steven T.

Chief Accounting Officer and Interim Chief Financial Officer

(Principal Financial and Accounting Officer)

Chief Financial Officer

(Principal Financial Officer)

February 10, 2025 By:

/s/ Kevin Brydzinski

Kevin Brydzinski

Chief Accounting Officer

(Principal Accounting Officer)

February 10, 2025 By:

/s/ Sheryl M.

41 unchanged sentences

To the Stockholders and the Board of Directors of Brixmor Property Group Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Brixmor Property Group Inc.

Opinion on the Financial Statements

20 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 an indicator is identified, a real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, is less than the carrying value of the property.

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 an indicator is identified, a

real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, considering the anticipated probability-weighted hold period, is less than the carrying value of the property.

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

Changes in any estimates 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.

8 unchanged sentences

◦ Performing a retrospective analysis to compare historical estimates for real estate assets that have subsequently been disposed.

◦ Obtaining and evaluating financial and operational evidence of the assumption of the anticipated hold period.

◦ Obtaining and evaluating financial and operational evidence supporting the assumption of the anticipated hold period.

/s/ Deloitte & Touche LLP

51 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 Operating Partnership’s real estate assets (including any related intangible assets or liabilities) may be impaired.

Changes in any estimates and/or assumptions,

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

If an indicator is identified, a real estate asset is considered impaired only if management’s estimate of aggregate future undiscounted and unleveraged property operating cash flows, considering the anticipated probability-weighted hold period, is less than the carrying value of the property.

Various factors are considered in the estimation process, including the anticipated hold period, current or future reinvestment projects, and the effects of demand and

competition on future operating income or property values.

Changes in any estimates 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.

8 unchanged sentences

◦ Performing a retrospective analysis to compare historical estimates for real estate assets that have subsequently been disposed.

◦ Obtaining and evaluating financial and operational evidence of the assumption of the anticipated hold period.

◦ Obtaining and evaluating financial and operational evidence supporting the assumption of the anticipated hold period.

/s/ Deloitte & Touche LLP

31 unchanged sentences

(in thousands, except share information)

2023 December 31,

December 31, 2024 December 31,

Land $ 1,834,814 $ 1,794,011

22 unchanged sentences

Distributions in excess of net income ( 458,638 ) ( 460,595 )

Total stockholders' equity 2,983,678 2,850,301

Non-controlling interests 244 —

Total equity 2,983,922 2,850,301

25 unchanged sentences

Net income 339,276 305,087 354,193

Net income attributable to non-controlling interests ( 2 ) — —

Net income attributable to Brixmor Property Group Inc.

$ 339,274 $ 305,087 $ 354,193

Net income per common share:

17 unchanged sentences

Comprehensive income 350,194 293,536 375,718

Comprehensive income attributable to non-controlling interests ( 2 ) — —

Comprehensive income attributable to Brixmor Property Group, Inc.

$ 350,192 $ 293,536 $ 375,718

The accompanying notes are an integral part of these consolidated financial statements.

5 unchanged sentences

Comprehensive

Income (Loss) Distributions in Excess of Net Income Total

Income (Loss) Distributions in Excess of Net Income Non-controlling Interests Total

Beginning balance, January 1, 2022 297,210 $ 2,972 $ 3,231,732 $ ( 12,674 ) $ ( 503,684 ) $ — $ 2,718,346

10 unchanged sentences

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

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

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

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

5 unchanged sentences

Equity based compensation expense — — 19,967 — — — 19,967

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

Other comprehensive income — — — 10,918 — — 10,918

Issuance of common stock 4,896 49 114,543 — — — 114,592

Contributions from non-controlling interests — — — — — 242 242

Repurchases of common shares in conjunction with equity award plans — — ( 14,057 ) — — — ( 14,057 )

41 unchanged sentences

Distributions to common stockholders ( 331,203 ) ( 315,287 ) ( 289,632 )

Contributions from non-controlling interests 242 — —

Repurchases of common shares in conjunction with equity award plans ( 14,057 ) ( 11,245 ) ( 10,494 )

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

Net cash provided by (used in) financing activities 172,122 ( 428,069 ) ( 380,413 )

Net change in cash, cash equivalents and restricted cash 359,788 ( 2,355 ) ( 276,484 )

36 unchanged sentences

Accumulated other comprehensive income (loss) 8,218 ( 2,700 )

Total partners' capital 2,983,018 2,850,280

Non-controlling interests 244 —

Total capital 2,983,262 2,850,280

24 unchanged sentences

Net income 339,276 305,087 354,193

Net income attributable to non-controlling interests ( 2 ) — —

Net income attributable to Brixmor Operating Partnership LP $ 339,274 $ 305,087 $ 354,193

Net income per common unit:

16 unchanged sentences

Comprehensive income 350,194 293,536 375,718

Comprehensive income attributable to non-controlling interests ( 2 ) — —

Comprehensive income attributable to Brixmor Operating Partnership LP $ 350,192 $ 293,536 $ 375,718

The accompanying notes are an integral part of these consolidated financial statements.

2 unchanged sentences

(in thousands)

Partnership Common Units Accumulated Other Comprehensive Income (Loss) Total

Partnership Common Units Accumulated Other Comprehensive Income (Loss) Non-controlling Interests Total

Beginning balance, January 1, 2022 $ 2,715,863 $ ( 12,675 ) $ — $ 2,703,188

8 unchanged sentences

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

Other comprehensive income — 21,526 21,526

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

Issuance of OP Units 1 — — 1

4 unchanged sentences

Equity based compensation expense 19,967 — — 19,967

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

Other comprehensive income — 10,918 — 10,918

Issuance of OP Units 114,592 — — 114,592

Contributions from non-controlling interest — — 242 242

Repurchases of OP Units in conjunction with equity award plans ( 14,057 ) — — ( 14,057 )

39 unchanged sentences

Proceeds from issuances of OP Units 114,651 — 53,100

Contributions from non-controlling interests 242 — —

Partner distributions and repurchases of OP Units ( 345,920 ) ( 325,605 ) ( 285,895 )

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

Net cash provided by (used in) financing activities 171,462 ( 427,142 ) ( 366,182 )

Net change in cash, cash equivalents and restricted cash 359,128 ( 1,428 ) ( 262,253 )

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 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.

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 grocery-anchored community and neighborhood shopping centers.

As of December 31, 2024, the Company’s portfolio included 363 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.

The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.

26 unchanged sentences

Actual results could differ from these estimates.

Non-controlling Interests

The Company accounts for non-controlling interests in accordance with Accounting Standards Codification ("ASC") 810, Consolidation, and ASC 480 Distinguishing Liabilities from Equity .

Non-controlling interests represent the portion of equity that the Company does not own in those entities that it consolidates.

The Company identifies its non-controlling interests separately within the equity section of the Consolidated Balance Sheets.

The amounts of consolidated net earnings attributable to the Company and to the non-controlling interests are presented separately on the Consolidated Statements of Operations.

Cash and Cash Equivalents

40 unchanged sentences

Direct costs incurred in executing tenant leases and long-term financings are capitalized and amortized using the straight-line method over the term of the related lease or debt agreement, which approximates the effective interest method.

For tenant leases, capitalized costs incurred include tenant improvements, tenant allowances, leasing commissions, and leasing legal fees.

For tenant leases, capitalized costs incurred include tenant improvements, tenant allowances, leasing

commissions, and leasing legal fees.

For long-term financings, capitalized costs incurred include bank and legal fees.

15 unchanged sentences

The Company enters into agreements with tenants that convey the right to control the use of identified space at its shopping centers in exchange for rental revenue.

These agreements meet the criteria for recognition as leases under Accounting Standards Codification ("ASC") 842, Leases .

These agreements meet the criteria for recognition as leases under ASC 842, Leases .

Rental revenue is recognized on a straight-line basis over the terms of the related leases.

49 unchanged sentences

New Accounting Pronouncements

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.

In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

2 unchanged sentences

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.

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

The standard became effective for the Company's annual reporting on January 1, 2024 and interim reporting beginning on January 1, 2025.

With the exception of additional footnote disclosure regarding significant expense categories reviewed by the Chief Operating Decision Maker ("CODM"), the Company determined that the adoption of ASU 2023-07 did not have a material impact on the Consolidated Financial Statements of the Company.

In December 2023, the FASB issued 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 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 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40).” ASU 2024-03 addresses investor feedback for disclosure of disaggregated financial reporting information and more detailed information about expenses.

Investors specifically requested more granular information about cost of sales and selling, general, and administrative expenses and employee compensation costs.

The standard is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company continues to evaluate the impact of ASU 2024-03 on the Consolidated Financial Statements of the Company.

Any other 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.

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

West Center East Setauket, NY Apr-24 42,594 $ 17,470

The Fresh Market Shoppes Hilton Head Island, SC Jul-24 86,398 23,848

Land at King's Market Roswell, GA Jul-24 N/A 2,337

Acton Plaza Acton, MA Aug-24 137,572 38,207

Huron Village Ann Arbor, MI Nov-24 118,482 29,503

Land at Arborland Center Ann Arbor, MI Nov-24 N/A 48

Britton Plaza Tampa, FL Nov-24 465,639 60,888

The Plaza at Buckland Hills (3)

Manchester, CT Dec-24 308,192 67,681

North Ridge Shopping Center (3)

Raleigh, NC Dec-24 171,372 53,788

1,330,249 $ 293,770

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

(2) Aggregate purchase price includes $ 3.3 million of transaction costs, offset by $ 2.5 million of closing credits.

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

(3) The Company acquired these properties in a single transaction.

During the year ended December 31, 2023, the Company acquired the following assets, in separate transactions:

1 unchanged sentence

Location Month Acquired GLA Aggregate Purchase Price (2)

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

Land at Cobblestone Village St.

Augustine, FL Jan-22 N/A 1,661

Arboretum Village Dallas, TX Jan-22 95,354 46,330

Ravinia Plaza Orland Park, IL Feb-22 101,800 26,160

Elmhurst Crossing Elmhurst, IL Apr-22 347,503 75,096

North Riverside Plaza Berwyn, IL Apr-22 383,884 60,114

West U Marketplace Houston, TX Apr-22 60,136 33,741

Waterford Commons - Ruby Tuesday Waterford, CT May-22 6,781 1,574

Lake Pointe Village Sugarland, TX Jun-22 162,263 80,971

Adjustments related to previously acquired assets Various Various N/A 50

1,339,540 $ 409,688

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

The aggregate purchase price of the assets acquired during the years ended December 31, 2024 and 2023, respectively, has been allocated as follows:

8 unchanged sentences

Below-market leases (3)

Other liabilities — 1,826

Total liabilities 49,814 —

4 unchanged sentences

Dispositions and Assets Held for Sale

During the year ended December 31, 2024, the Company disposed of six shopping centers, six partial shopping centers, and two land parcels for aggregate net proceeds of $ 208.2 million, resulting in aggregate gain of $ 76.2 million and aggregate impairment of $ 0.5 million.

In addition, during the year ended December 31, 2024, the

Company received aggregate net proceeds of $ 1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $ 1.9 million.

During the year ended December 31, 2023, 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.

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

As of December 31, 2024, the Company had two 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.

There were no liabilities associated with the properties classified as held for sale.

42 unchanged sentences

Location GLA Impairment Charge

Southland Shopping Center - multi-tenant outparcel Middleburg Heights, OH 149,891 $ 5,611

Seacoast Shopping Center Seabrook, NH 89,634 5,062

Land at Springdale (2)

Mobile, AL — 252

Victory Square - Bridgestone Outparcel (2)

Savannah, GA 6,702 218

246,227 $ 11,143

(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, 2024.

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

Year Ended December 31, 2023

Property Name (1)

Location GLA Impairment Charge

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

23 unchanged sentences

(2) The Company disposed of this property during the year ended December 31, 2022.

The Company recognized the following impairments during the year ended December 31, 2021:

Year Ended December 31, 2021

Property Name (1)

Location GLA Impairment Charge

Albany Plaza (2)

Albany, GA 114,169 $ 1,467

Erie Canal Centre (2)

DeWitt, NY 123,404 431

237,573 $ 1,898

(2) 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.

7 unchanged sentences

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.

During the year ended December 31, 2024, the Company did not enter into any new interest rate swap agreements, terminated three outstanding interest rate swap agreements, and four interest rate swap agreements expired at maturity.

During the year ended December 31, 2023, the Company entered into 10 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.

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.

In May 2024, the Company terminated three outstanding forward-starting interest rate swaps with an aggregate notional amount of $ 150.0 million for aggregate net proceeds of $ 7.3 million.

The forward-starting swaps were designated as hedges against interest rate risk on the issuance of the 2034 Notes (defined hereafter) and the 2035 Notes (defined hereafter), and thus the Company ascribed gains of $ 1.5 million and $ 5.8 million, respectively, to the notes.

The gains are included in Accumulated other comprehensive income (loss) on the Company's Consolidated Balance Sheets and will be amortized over the earlier of the term of the respective derivative instruments, or the term of the underlying notes, as a reduction to Interest expense on the Company’s Consolidated Statements of Operations.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2024 is as follows:

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

5/1/2023 7/26/2027 1 Month Secured Overnight Financing Rate ("SOFR") 3.5890 % $ 100,000 $ 993 $ —

5/1/2023 7/26/2027 1 Month SOFR 3.5950 % 75,000 735 —

5/1/2023 7/26/2027 1 Month SOFR 3.5930 % 25,000 246 —

7/26/2024 7/26/2027 1 Month SOFR 4.0767 % 100,000 — ( 199 )

7/26/2024 7/26/2027 1 Month SOFR 4.0770 % 100,000 — ( 199 )

7/26/2024 7/26/2027 1 Month SOFR 4.0767 % 50,000 — ( 100 )

7/26/2024 7/26/2027 1 Month SOFR 4.0770 % 50,000 — ( 100 )

$ 500,000 $ 1,974 $ ( 598 )

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)

18 unchanged sentences

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)

5 unchanged sentences

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

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

(1) Swapped variable rate includes a 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.

1 unchanged sentence

(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.

1 unchanged sentence

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.

43 unchanged sentences

(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.

Effective July 8, 2024, the Term Loan Facility and Revolving Credit Facility qualify for a two basis point rate reduction due to the achievement of certain sustainability metric targets for the year ended December 31, 2023.

(4) Effective July 26, 2024, 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 to a fixed, combined interest rate of 4.08 % (plus a spread of 93 basis points and a SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility on July 27, 2027.

(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 to a fixed, combined interest rate of 3.59 % (plus a spread of 93 basis points and a SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility on July 27, 2027.

2024 Debt Transactions

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.

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 $ 500.0 million term loan (the "Term Loan Facility").

During the year ended December 31, 2024, the Operating Partnership repaid $ 18.5 million, net of borrowings, under its $ 1.25 billion Revolving Facility, with proceeds from dispositions and the issuance of the 2034 Notes.

During the year ended December 31, 2024, the Operating Partnership repaid $ 300.4 million principal amount of the outstanding 3.650 % Senior Notes due 2024 (the "2024 Notes"), representing all of the outstanding 2024 Notes, and $ 67.7 million principal amount of the 3.850 % Senior Notes due 2025 (the "2025 Notes").

The Operating Partnership funded the 2024 Notes and 2025 Notes repayments with proceeds from the issuance of the 2034 Notes, 2035 Notes, and dispositions.

In connection with the repayment of the 2025 Notes, the Company recognized a $ 0.6 million gain on extinguishment of debt during the year ended December 31, 2024.

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 remaining 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.

On May 28, 2024, the Operating Partnership issued $ 400.0 million aggregate principal amount of 5.750 % Senior Notes due 2035 (the "2035 Notes") at 99.222 % of par.

The Operating Partnership intends to use the remaining net proceeds for general corporate purposes, including the repayment of indebtedness.

The 2035 Notes bear interest at a rate of 5.750 % per annum, payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2024.

The 2035 Notes will mature on February 15, 2035.

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.

10 unchanged sentences

Total debt obligations, net $ 5,339,751

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.

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

Fair Value Disclosures

29 unchanged sentences

Interest rate derivatives $ ( 6,877 ) $ — $ ( 6,877 ) $ —

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

(1) As of December 31, 2024 and 2023, marketable securities included less than $ 0.1 million and $( 0.2 ) million of net unrealized gains (losses), respectively.

As of December 31, 2024, the contractual maturities of the Company’s marketable securities were within the next five years.

6 unchanged sentences

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.

The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the years ended December 31, 2024 and 2023, excluding the properties sold prior to December 31, 2024 or December 31, 2023, respectively:

Fair Value Measurements as of December 31, 2024

5 unchanged sentences

$ 6,548 $ — $ — $ 6,548 $ 10,673

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 (4)(5)

$ 14,987 $ — $ — $ 14,987 $ 11,705

(1) Excludes properties disposed of prior to December 31, 2024.

(2) The carrying value of Seacoast Shopping Center, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the year ended December 31, 2024, is $ 5.7 million.

The capitalization rate of 8.00 % 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.

(3) The carrying value of Southland Shopping Center - multi-tenant outparcel, which was remeasured to fair value based upon offers from third-party buyers during the year ended December 31, 2024 is $ 0.8 million.

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

(5) 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.

31 unchanged sentences

Operating lease costs $ 2,499 $ 5,645 $ 5,937

Short-term lease costs — — 1

Variable lease costs 394 468 207

27 unchanged sentences

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, 2024, the Company issued 4.1 million shares of common stock under the ATM Program at an average price per share of $ 28.62 for total gross proceeds of $ 116.6 million, excluding commissions and fees of $ 2.0 million.

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.

The Company incurred commissions of $ 0.7 million in conjunction with the Prior ATM Program for the year ended December 31, 2022.

During the year ended December 31, 2021, the Company issued 0.2 million shares of common stock under the Prior ATM Program at an average price per share of $ 25.06 for total gross proceeds of $ 5.2 million, excluding commissions.

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

As of December 31, 2024, $ 283.4 million of common stock remained available for issuance under the ATM Program.

19 unchanged sentences

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

Non-controlling interests

During the year ended December 31, 2024, the Company completed the acquisition of 100 % of the common equity in entities owning North Ridge Shopping Center and The Plaza at Buckland Hills.

The acquired entities have issued and outstanding $ 0.2 million of redeemable preferred equity, which the Company did not acquire and are reflected within Non-controlling interests on the Company’s Consolidated Balance Sheets.

Stock Based Compensation

8 unchanged sentences

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.8 million, 0.7 million, and 0.7 million for the years ended December 31, 2024, 2023, and 2022, respectively, with vesting periods ranging from one to five years .

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 service-based and performance-based RSU's 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:

38 unchanged sentences

Net income $ 339,276 $ 305,087 $ 354,193

Net income attributable to non-controlling interests ( 2 ) — —

Non-forfeitable dividends on unvested restricted shares ( 555 ) ( 828 ) ( 1,002 )

21 unchanged sentences

Net income $ 339,276 $ 305,087 $ 354,193

Net income attributable to non-controlling interests ( 2 ) — —

Non-forfeitable dividends on unvested restricted units ( 555 ) ( 828 ) ( 1,002 )

39 unchanged sentences

During the years ended December 31, 2024, 2023, and 2022, the Company did no t incur any material governmental fines resulting from environmental matters.

Segment Reporting

The Company operates and derives revenue from its Portfolio of community and neighborhood shopping centers.

As of December 31, 2024, the properties in the Portfolio are located across 30 states throughout 104 metropolitan markets.

The Chief Executive Officer serves as the Company's CODM and evaluates performance and resource allocation on a Portfolio basis.

Additionally, the Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance.

Accordingly, the Company has a single operating and reportable segment (the "Reporting Segment") for disclosure purposes in accordance with GAAP.

The accounting policies of the Reporting Segment are the same as those described in the summary of significant accounting policies.

See Note 1 for additional information about the Company's business and significant accounting policies.

Net income attributable to Brixmor Property Group Inc., as presented on the Company's Consolidated Statements of Operations is a metric utilized by the CODM to assess the Reporting Segment's performance and allocate resources.

Total assets, as presented on the Company's Consolidated Balance Sheets is used to measure the Reporting Segment's assets.

The following table presents revenues and significant segment expenses for the years ended December 31, 2024, 2023, and 2022:

Year Ended December 31,

2024 2023 2022

Total revenues $ 1,285,054 $ 1,245,036 $ 1,218,074

Operating costs ( 152,825 ) ( 146,473 ) ( 141,408 )

Real estate taxes ( 164,291 ) ( 173,517 ) ( 170,383 )

Depreciation and amortization ( 381,396 ) ( 362,277 ) ( 344,731 )

Impairment of real estate assets ( 11,143 ) ( 17,836 ) ( 5,724 )

General and administrative (1)

( 116,363 ) ( 117,128 ) ( 117,225 )

Interest expense ( 215,994 ) ( 190,733 ) ( 192,427 )

Other segment items (2)

96,232 68,015 108,017

Segment net income $ 339,274 $ 305,087 $ 354,193

Reconciliation of Net income attributable to Brixmor Property Group Inc.

Adjustments — — —

Net income attributable to Brixmor Property Group Inc.

$ 339,274 $ 305,087 $ 354,193

(1) The following table presents General and administrative expense for the years ended December 31, 2024, 2023, and 2022:

Year Ended December 31,

2024 2023 2022

Employee compensation, net $ ( 93,606 ) $ ( 92,534 ) $ ( 92,777 )

Other general and administrative, net ( 22,757 ) ( 24,594 ) ( 24,448 )

Total general and administrative $ ( 116,363 ) $ ( 117,128 ) $ ( 117,225 )

(2) Other segment items for the Company include Dividends and interest, Gain on sale of real estate assets, Gain (loss) on extinguishment of debt, net, Other, and Net income attributable to non-controlling interests.

See the Company's Consolidated Statements of Operations for additional information on these amounts.

The Company incurred income and other taxes of $ 2.7 million, $ 2.6 million, and $ 2.7 million for the years ended December 31, 2024, 2023, and 2022.

5 unchanged sentences

Retirement Plan

The Company has a Retirement and 401(k) Savings Plan (the "Savings Plan") covering officers and employees of the Company.

The Company has a Retirement and 401(k) Savings Plan (the "Savings Plan") covering officers and employees of the Company and permits participants to defer eligible compensation up to the maximum allowable amount determined by the Internal Revenue Service.

Participants in the Savings Plan may elect to contribute a portion of their earnings to the Savings Plan and the Company makes a matching contribution to the Savings Plan, up to a maximum of 3.5 % of the employee’s eligible compensation.

6 unchanged sentences

Based on this evaluation, there were no subsequent events from December 31, 2024 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.

• In February 2025, the Operating Partnership repaid $ 632.3 million principal amount of the 2025 Notes, representing all of the outstanding 2025 Notes.

The Operating Partnership funded the 2025 Notes repayment with proceeds from the issuance of the 2035 Notes and liquidity available under the Revolving Facility.

BRIXMOR PROPERTY GROUP INC.

23 unchanged sentences

Felicita Town Center Escondido, CA 11,231 31,381 2,181 11,231 33,562 44,793 ( 10,187 ) 1987 Dec-16

Arbor - Broadway Faire Fresno, CA 5,940 34,123 ( 7,078 ) 4,340 28,645 32,985 ( 11,923 ) 1995 Jun-11

Arbor Faire Fresno, CA 5,940 34,123 ( 9,949 ) 3,940 26,174 30,114 ( 11,803 ) 1995 Jun-11

Lompoc Center Lompoc, CA 4,670 16,321 7,264 4,670 23,585 28,255 ( 8,548 ) 1960 Jun-11

27 unchanged sentences

The Manchester Collection Manchester, CT 8,200 51,455 ( 11,534 ) 7,627 40,494 48,121 ( 16,639 ) 2001 Jun-11

The Plaza at Buckland Hills Manchester, CT 11,852 68,367 — 11,852 68,367 80,219 ( 588 ) 1987 Dec-24

Turnpike Plaza Newington, CT 3,920 23,880 ( 2,332 ) 3,920 21,548 25,468 ( 9,892 ) 2004 Jun-11

17 unchanged sentences

Marco Town Center Marco Island, FL 7,235 27,490 13,219 7,235 40,709 47,944 ( 10,773 ) 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 Miami, FL 10,896 17,596 27,689 10,896 45,285 56,181 ( 8,918 ) 2023 Jun-11

12 unchanged sentences

Chelsea Place New Port Richey, FL 3,303 9,879 370 3,303 10,249 13,552 ( 4,106 ) 1992 Oct-13

Presidential Plaza West North Lauderdale, FL 2,070 5,634 2,219 2,070 7,853 9,923 ( 2,736 ) 2006 Jun-11

Colonial Marketplace Orlando, FL 4,230 20,242 3,699 4,230 23,941 28,171 ( 11,622 ) 1986 Jun-11

26 unchanged sentences

Sunrise Town Center Sunrise, FL 9,166 10,338 ( 1,681 ) 7,856 9,967 17,823 ( 4,067 ) 1989 Oct-13

Britton Plaza Tampa, FL 22,706 56,428 — 22,706 56,428 79,134 ( 569 ) 1958 Nov-24

Carrollwood Center Tampa, FL 3,749 15,194 1,147 3,749 16,341 20,090 ( 6,738 ) 2002 Oct-13

Ross Plaza Tampa, FL 2,808 12,205 ( 68 ) 2,640 12,305 14,945 ( 4,396 ) 1996 Oct-13

Tarpon Mall Tarpon Springs, FL 7,800 14,221 4,686 7,800 18,907 26,707 ( 9,863 ) 2003 Jun-11

Shoppes at Tarpon Tarpon Springs, FL 7,800 14,221 4,824 7,800 19,045 26,845 ( 10,433 ) 2003 Jun-11

Venice Plaza Venice, FL 3,245 14,650 2,835 3,245 17,485 20,730 ( 5,383 ) 1999 Oct-13

46 unchanged sentences

Long Meadow Commons Mundelein, IL 4,700 11,597 3,604 4,700 15,201 19,901 ( 8,278 ) 1997 Jun-11

Westridge Court Naperville, IL 11,150 75,719 20,385 10,560 96,694 107,254 ( 30,958 ) 1992 Jun-11

Westridge Court / Block 59 (6) Naperville, IL 11,150 75,719 33,480 10,560 109,789 120,349 ( 32,192 ) 2025 Jun-11

North Riverside Plaza North Riverside, IL 5,117 57,577 1,742 5,117 59,319 64,436 ( 8,258 ) 2007 Apr-22

4 unchanged sentences

Columbus Center Columbus, IN 1,480 14,740 9,012 1,480 23,752 25,232 ( 8,862 ) 1964 Jun-11

Market Centre Goshen, IN 2,000 17,032 12,616 1,765 29,883 31,648 ( 8,769 ) 1994 Jun-11

Speedway Super Center Speedway, IN 8,410 50,006 27,784 8,410 77,790 86,200 ( 30,233 ) 2022 Jun-11

2 unchanged sentences

West Loop Shopping Center Manhattan, KS 2,800 12,622 5,814 2,800 18,436 21,236 ( 9,072 ) 2013 Jun-11

North Dixie Plaza Elizabethtown, KY 2,370 6,119 ( 868 ) 2,108 5,513 7,621 ( 2,395 ) 1992 Jun-11

Florence Plaza - Florence Square Florence, KY 11,014 53,088 29,656 11,014 82,744 93,758 ( 35,164 ) 2014 Jun-11

4 unchanged sentences

Stony Brook I & II Louisville, KY 3,650 17,970 2,815 3,650 20,785 24,435 ( 9,514 ) 1988 Jun-11

Acton Plaza Acton, MA 10,224 30,375 12 10,224 30,387 40,611 ( 1,106 ) 1972 Aug-24

Points West Plaza Brockton, MA 2,200 10,605 2,430 2,200 13,035 15,235 ( 4,606 ) 1960 Jun-11

2 unchanged sentences

WaterTower Plaza (6) Leominster, MA 10,400 40,312 14,668 10,342 55,038 65,380 ( 17,979 ) 2025 Jun-11

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

Lunenburg Crossing Lunenburg, MA 930 1,991 847 942 2,826 3,768 ( 1,325 ) 1994 Jun-11

Lynn Marketplace Lynn, MA 3,100 5,678 5,175 3,100 10,853 13,953 ( 3,423 ) 1968 Jun-11

Webster Square Shopping Center Marshfield, MA 5,532 27,284 1,428 5,532 28,712 34,244 ( 9,433 ) 2005 Jun-15

Webster Square Marshfield, MA 5,532 27,284 1,379 5,532 28,663 34,195 ( 10,087 ) 2005 Jun-15

Berkshire Crossing Pittsfield, MA 5,210 39,558 ( 6,441 ) 2,771 35,556 38,327 ( 16,692 ) 1994 Jun-11

5 unchanged sentences

Arborland Center Ann Arbor, MI 20,222 90,938 4,116 20,222 95,054 115,276 ( 29,137 ) 2000 Mar-17

Huron Village Ann Arbor, MI 2,449 30,688 — 2,449 30,688 33,137 ( 334 ) 2003 Nov-24

Maple Village Ann Arbor, MI 3,200 19,108 32,814 3,200 51,922 55,122 ( 18,022 ) 2020 Jun-11

8 unchanged sentences

Southfield Plaza Southfield, MI 1,320 4,085 3,462 1,320 7,547 8,867 ( 4,082 ) 1970 Jun-11

18 Ryan Sterling Heights, MI 3,160 11,304 ( 304 ) 3,160 11,000 14,160 ( 3,969 ) 1997 Jun-11

Delco Plaza Sterling Heights, MI 2,860 7,025 ( 171 ) 2,860 6,854 9,714 ( 3,136 ) 1996 Jun-11

17 unchanged sentences

McMullen Creek Market Charlotte, NC 10,590 24,266 11,447 10,590 35,713 46,303 ( 14,557 ) 1988 Jun-11

The Commons at Chancellor Park Charlotte, NC 5,240 20,500 2,350 5,240 22,850 28,090 ( 10,395 ) 1994 Jun-11

Costs Capitalized Subsequent to Acquisition (3)

6 unchanged sentences

Date Acquired

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

Garner Towne Square Garner, NC 6,233 23,681 6,168 6,233 29,849 36,082 ( 8,702 ) 1997 Oct-13

2 unchanged sentences

University Commons Greenville, NC 5,350 26,253 5,009 5,350 31,262 36,612 ( 13,705 ) 1996 Jun-11

North Ridge Shopping Center Raleigh, NC 12,841 50,225 — 12,841 50,225 63,066 ( 403 ) 1980 Dec-24

Roxboro Square Roxboro, NC 1,550 8,976 ( 8,683 ) 419 1,424 1,843 ( 568 ) 2005 Jun-11

28 unchanged sentences

Three Village Shopping Center East Setauket, NY 5,310 15,849 657 5,310 16,506 21,816 ( 6,978 ) 1991 Jun-11

West Center East Setauket, NY 4,949 13,899 141 4,949 14,040 18,989 ( 934 ) 1965 Apr-24

Stewart Plaza Garden City, NY 6,040 21,970 19,574 6,040 41,544 47,584 ( 11,948 ) 2022 Jun-11

1 unchanged sentence

Unity Plaza Hopewell Junction, NY 2,100 14,051 163 2,100 14,214 16,314 ( 6,416 ) 2005 Jun-11

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

Cayuga Shopping Center Ithaca, NY 1,180 11,244 5,417 1,180 16,661 17,841 ( 6,244 ) 1969 Jun-11

Kings Park Plaza Kings Park, NY 4,790 11,367 2,333 4,790 13,700 18,490 ( 5,759 ) 1985 Jun-11

4 unchanged sentences

Wallkill Plaza Middletown, NY 1,360 8,410 2,021 1,360 10,431 11,791 ( 5,245 ) 1986 Jun-11

Monroe ShopRite Plaza Monroe, NY 1,840 16,111 528 1,840 16,639 18,479 ( 7,467 ) 1985 Jun-11

Monroe Plaza Monroe, NY 1,840 16,111 667 1,840 16,778 18,618 ( 7,789 ) 1985 Jun-11

Rockland Plaza Nanuet, NY 11,097 60,790 14,854 11,097 75,644 86,741 ( 25,757 ) 2006 Jun-11

8 unchanged sentences

Shoppes at Vestal Vestal, NY 1,340 14,730 1,135 1,340 15,865 17,205 ( 5,592 ) 2000 Jun-11

Town Square Mall Vestal, NY 2,520 41,457 17,183 2,520 58,640 61,160 ( 19,061 ) 1991 Jun-11

Town Square Vestal, NY 2,520 41,457 19,133 2,520 60,590 63,110 ( 20,619 ) 1991 Jun-11

Highridge Plaza Yonkers, NY 6,020 17,358 4,245 6,020 21,603 27,623 ( 7,422 ) 1977 Jun-11

6 unchanged sentences

Crown Point Columbus, OH 2,120 14,980 2,268 2,120 17,248 19,368 ( 8,948 ) 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

Greentree Shopping Center Columbus, OH 1,920 12,531 3,097 1,920 15,628 17,548 ( 7,509 ) 2005 Jun-11

South Towne Centre Dayton, OH 4,990 43,152 4,455 4,990 47,607 52,597 ( 20,640 ) 1972 Jun-11

1 unchanged sentence

The Shoppes at North Olmsted North Olmsted, OH 510 4,151 5 510 4,156 4,666 ( 2,460 ) 2002 Jun-11

Surrey Square Mall Norwood, OH 3,900 18,402 2,253 3,900 20,655 24,555 ( 8,813 ) 2010 Jun-11

Surrey Square Norwood, OH 3,900 18,402 3,090 3,900 21,492 25,392 ( 9,720 ) 2010 Jun-11

Miracle Mile Shopping Plaza Toledo, OH 1,510 15,792 2,992 1,411 18,883 20,294 ( 10,429 ) 1955 Jun-11

3 unchanged sentences

Bristol Park Bristol, PA 3,180 21,530 2,961 3,241 24,430 27,671 ( 9,340 ) 1993 Jun-11

Chalfont Village Shopping Center Chalfont, PA 1,040 3,818 ( 225 ) 1,040 3,593 4,633 ( 1,513 ) 1989 Jun-11

New Britain Village Square Chalfont, PA 4,250 24,449 3,676 4,250 28,125 32,375 ( 10,761 ) 1989 Jun-11

20 unchanged sentences

Circle Center Hilton Head Island, SC 3,010 5,832 ( 809 ) 3,010 5,023 8,033 ( 1,760 ) 2000 Jun-11

The Fresh Market Shoppes Hilton Head Island, SC 5,940 20,255 766 5,940 21,021 26,961 ( 1,271 ) 1983 Jul-24

Island Plaza James Island, SC 2,940 9,252 3,739 2,940 12,991 15,931 ( 6,441 ) 1994 Jun-11

Festival Centre North Charleston, SC 3,630 10,512 4,639 3,630 15,151 18,781 ( 8,223 ) 1987 Jun-11

Pawleys Island Plaza Pawleys Island, SC 5,264 21,804 1,840 5,264 23,644 28,908 ( 3,178 ) 2015 Oct-21

5 unchanged sentences

Kingston Overlook Knoxville, TN 2,060 6,743 1,641 2,060 8,384 10,444 ( 2,607 ) 1996 Jun-11

The Commons at Wolfcreek Memphis, TN 23,239 58,489 21,115 23,252 79,591 102,843 ( 31,214 ) 2014 Jun-11

The Market at Wolfcreek Memphis, TN 23,239 58,489 21,752 23,252 80,228 103,480 ( 34,221 ) 2014 Jun-11

Georgetown Square Murfreesboro, TN 3,716 8,598 2,830 3,716 11,428 15,144 ( 4,544 ) 2003 Jun-11

92 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