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Item 1. Financial Statements

2025-04-28 compared with 2024-10-28 · 182 added, 298 removed, 573 unchanged (46% of the section changed)

4 unchanged sentences

(Unaudited, in thousands, except share information)

September 30,

2025 December 31,

9 unchanged sentences

Deferred charges and prepaid expenses, net 165,172 167,080

Real estate assets held for sale 4,976 4,189

Other assets 59,029 57,827

9 unchanged sentences

Additional paid-in capital 3,424,042 3,431,043

Accumulated other comprehensive loss ( 759 ) ( 2,700 )

Accumulated other comprehensive income 4,075 8,218

Distributions in excess of net income ( 477,401 ) ( 458,638 )

Total stockholders' equity 2,953,777 2,983,678

Non-controlling interests 252 244

Total equity 2,954,029 2,983,922

5 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Rental income $ 337,241 $ 319,489

5 unchanged sentences

Depreciation and amortization 105,597 91,218

Impairment of real estate assets 5,863 — 11,143 17,836

General and administrative 28,173 28,491

4 unchanged sentences

Gain on sale of real estate assets 3,070 15,142

Gain on extinguishment of debt, net 273 6 554 4,356

Other ( 593 ) ( 593 )

1 unchanged sentence

Net income 69,737 88,905

Net income per common share:

Net income attributable to non-controlling interests ( 8 ) —

Net income attributable to Brixmor Property Group Inc.

$ 69,729 $ 88,905

Net income attributable to Brixmor Property Group Inc.

per common share:

Basic $ 0.23 $ 0.29

8 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net income $ 69,737 $ 88,905

4 unchanged sentences

Comprehensive income 65,594 101,131

Comprehensive income attributable to non-controlling interests ( 8 ) —

Comprehensive income attributable to Brixmor Property Group Inc.

$ 65,586 $ 101,131

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

6 unchanged sentences

Income (Loss)

Distributions in Excess of Net Income Total

Beginning balance, January 1, 2023 299,916 $ 2,999 $ 3,299,496 $ 8,851 $ ( 446,336 ) $ 2,865,010

Common stock dividends ($ 0.2600 per common share)

— — — — ( 79,298 ) ( 79,298 )

Equity based compensation expense — — 4,518 — — 4,518

Other comprehensive loss — — — ( 3,731 ) — ( 3,731 )

Issuance of common stock 632 6 ( 6 ) — — —

Repurchases of common shares in conjunction with equity award plans — — ( 11,229 ) — — ( 11,229 )

Net income — — — — 112,246 112,246

Ending balance, March 31, 2023 300,548 3,005 3,292,779 5,120 ( 413,388 ) 2,887,516

Common stock dividends ($ 0.2600 per common share)

— — — — ( 78,755 ) ( 78,755 )

Equity based compensation expense — — 5,019 — — 5,019

Other comprehensive income — — — 5,983 — 5,983

Issuance of common stock 45 1 — — — 1

Net income — — — — 56,408 56,408

Ending balance, June 30, 2023 300,593 3,006 3,297,798 11,103 ( 435,735 ) 2,876,172

Common stock dividends ($ 0.2600 per common share)

— — — — ( 78,754 ) ( 78,754 )

Equity based compensation expense — — 6,139 — — 6,139

Other comprehensive income — — — 1,089 — 1,089

Issuance of common stock 3 — — — — —

Repurchases of common shares in conjunction with equity award plans — — ( 2 ) — — ( 2 )

Net income — — — — 63,736 63,736

Ending balance, September 30, 2023 300,596 $ 3,006 $ 3,303,935 $ 12,192 $ ( 450,753 ) $ 2,868,380

Distributions in Excess of Net Income Non-controlling Interests Total

Beginning balance, January 1, 2024 300,596 $ 3,006 $ 3,310,590 $ ( 2,700 ) $ ( 460,595 ) $ — $ 2,850,301

3 unchanged sentences

Other comprehensive income — — — 12,226 — — 12,226

Issuance of common stock 703 7 ( 7 ) — — —

Issuance of common stock, net of issuance costs 703 7 ( 7 ) — — — —

Repurchases of common shares in conjunction with equity award plans — — ( 12,962 ) — — — ( 12,962 )

1 unchanged sentence

Ending balance, March 31, 2024 301,299 $ 3,013 $ 3,301,402 $ 9,526 $ ( 454,967 ) $ — $ 2,858,974

Common stock dividends ($ 0.2725 per common share)

— — — — ( 82,719 ) ( 82,719 )

Equity based compensation expense — — 5,955 — — 5,955

Other comprehensive income — — — 2,851 — 2,851

Issuance of common stock 46 — — — — —

Net income — — — — 70,125 70,125

Ending balance, June 30, 2024 301,345 3,013 3,307,357 12,377 ( 467,561 ) 2,855,186

Beginning balance, January 1, 2025 305,492 $ 3,055 $ 3,431,043 $ 8,218 $ ( 458,638 ) $ 244 $ 2,983,922

Common stock dividends ($ 0.2875 per common share)

2 unchanged sentences

Other comprehensive loss — — — ( 4,143 ) — — ( 4,143 )

Issuance of common stock 718 7 19,228 — — 19,235

Issuance of common stock, net of issuance costs 568 6 ( 6 ) — — — —

Repurchases of common shares in conjunction with equity award plans — — ( 11,645 ) — — — ( 11,645 )

Net income — — — — 69,729 8 69,737

Ending balance, September 30, 2024 302,063 $ 3,020 $ 3,331,941 $ ( 759 ) $ ( 453,626 ) $ 2,880,576

Ending balance, March 31, 2025 306,060 $ 3,061 $ 3,424,042 $ 4,075 $ ( 477,401 ) $ 252 $ 2,954,029

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

3 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

6 unchanged sentences

Tenant inducement amortization and other 750 731

Impairment of real estate assets 11,143 17,836

Gain on sale of real estate assets ( 3,070 ) ( 15,142 )

Equity based compensation 4,113 3,359

Gain on extinguishment of debt, net ( 554 ) ( 4,356 )

Changes in operating assets and liabilities:

17 unchanged sentences

Deferred financing and debt extinguishment costs ( 3,718 ) ( 3,766 )

Proceeds from issuances of common shares 19,280 —

Net proceeds from issuances of common shares ( 78 ) —

Distributions to common stockholders ( 89,465 ) ( 83,866 )

11 unchanged sentences

$ 73,213 $ 49,384

Change in accrued capital expenditures ( 3,396 ) ( 454 )

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

2 unchanged sentences

(Unaudited, in thousands, except unit information)

September 30,

2025 December 31,

9 unchanged sentences

Deferred charges and prepaid expenses, net 165,172 167,080

Real estate assets held for sale 4,976 4,189

Other assets 59,029 57,827

8 unchanged sentences

2,948,618 2,974,800

Accumulated other comprehensive loss ( 759 ) ( 2,700 )

Accumulated other comprehensive income 4,075 8,218

Total partners' capital 2,952,693 2,983,018

Non-controlling interests 252 244

Total capital 2,952,945 2,983,262

4 unchanged sentences

(Unaudited, in thousands, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Rental income $ 337,241 $ 319,489

5 unchanged sentences

Depreciation and amortization 105,597 91,218

Impairment of real estate assets 5,863 — 11,143 17,836

General and administrative 28,173 28,491

4 unchanged sentences

Gain on sale of real estate assets 3,070 15,142

Gain on extinguishment of debt, net 273 6 554 4,356

Other ( 593 ) ( 593 )

1 unchanged sentence

Net income 69,737 88,905

Net income per common unit:

Net income attributable to non-controlling interests ( 8 ) —

Net income attributable to Brixmor Operating Partnership LP $ 69,729 $ 88,905

Net income attributable to Brixmor Operating Partnership LP per common unit:

Basic $ 0.23 $ 0.29

7 unchanged sentences

(Unaudited, in thousands)

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Three Months Ended March 31,

Net income $ 69,737 $ 88,905

4 unchanged sentences

Comprehensive income 65,594 101,131

Comprehensive income attributable to non-controlling interests ( 8 ) —

Comprehensive income attributable to Brixmor Operating Partnership LP $ 65,586 $ 101,131

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

5 unchanged sentences

Income (Loss)

Beginning balance, January 1, 2023 $ 2,855,232 $ 8,851 $ 2,864,083

Distributions to partners ( 78,397 ) — ( 78,397 )

Equity based compensation expense 4,518 — 4,518

Other comprehensive loss — ( 3,731 ) ( 3,731 )

Repurchases of OP Units in conjunction with equity award plans ( 11,229 ) — ( 11,229 )

Net income 112,246 — 112,246

Ending balance, March 31, 2023 2,882,370 5,120 2,887,490

Distributions to partners ( 78,754 ) — ( 78,754 )

Equity based compensation expense 5,019 — 5,019

Other comprehensive income — 5,983 5,983

Issuance of OP Units 1 — 1

Net income 56,408 — 56,408

Ending balance, June 30, 2023 2,865,044 11,103 2,876,147

Distributions to partners ( 78,752 ) — ( 78,752 )

Equity based compensation expense 6,139 — 6,139

Other comprehensive income — 1,089 1,089

Repurchases of OP Units in conjunction with equity award plans ( 2 ) — ( 2 )

Net income 63,736 — 63,736

Ending balance, September 30, 2023 $ 2,856,165 $ 12,192 $ 2,868,357

Non-controlling Interests Total

Beginning balance, January 1, 2024 $ 2,852,980 $ ( 2,700 ) $ — $ 2,850,280

5 unchanged sentences

Ending balance, March 31, 2024 $ 2,848,853 $ 9,526 $ — $ 2,858,379

Distributions to partners ( 82,719 ) — ( 82,719 )

Equity based compensation expense 5,955 — 5,955

Other comprehensive income — 2,851 2,851

Net income 70,125 — 70,125

Ending balance, June 30, 2024 2,842,214 12,377 2,854,591

Beginning balance, January 1, 2025 $ 2,974,800 $ 8,218 $ 244 $ 2,983,262

Distributions to partners ( 88,916 ) — — ( 88,916 )

1 unchanged sentence

Other comprehensive loss — ( 4,143 ) — ( 4,143 )

Issuance of OP Units 19,235 — 19,235

Repurchases of OP Units in conjunction with equity award plans ( 11,645 ) — — ( 11,645 )

Net income 69,729 — 8 69,737

Ending balance, September 30, 2024 $ 2,880,675 $ ( 759 ) $ 2,879,916

Ending balance, March 31, 2025 $ 2,948,618 $ 4,075 $ 252 $ 2,952,945

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

2 unchanged sentences

(Unaudited, in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating activities:

6 unchanged sentences

Tenant inducement amortization and other 750 731

Impairment of real estate assets 11,143 17,836

Gain on sale of real estate assets ( 3,070 ) ( 15,142 )

Equity based compensation 4,113 3,359

Gain on extinguishment of debt, net ( 554 ) ( 4,356 )

Changes in operating assets and liabilities:

17 unchanged sentences

Deferred financing and debt extinguishment costs ( 3,718 ) ( 3,766 )

Proceeds from issuances of OP Units 19,280 —

Net proceeds from issuances of OP Units ( 78 ) —

Partner distributions and repurchases of OP Units ( 101,533 ) ( 97,423 )

10 unchanged sentences

$ 73,213 $ 49,384

Change in accrued capital expenditures ( 3,396 ) ( 454 )

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

11 unchanged sentences

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 September 30, 2024, the Company’s portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 63 million square feet of GLA.

As of March 31, 2025, the Company’s portfolio was comprised of 361 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.

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 reportable segment for disclosure purposes in accordance with U.S.

Accordingly, the Company has a single operating and reportable segment for disclosure purposes in accordance with U.S.

generally accepted accounting principles ("GAAP").

26 unchanged sentences

Income taxes related to the Parent Company’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of September 30, 2024 and December 31, 2023.

Open tax years generally range from 2021 through 2024 but may vary by jurisdiction and issue.

1 unchanged sentence

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 unaudited Condensed Consolidated Financial Statements of the Company.

There has been no change to the impact of the accounting pronouncements disclosed in the Company's annual report on Form 10-K filed with the SEC on February 10, 2025 and 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 unaudited Condensed Consolidated Financial Statements of the Company.

Acquisition of Real Estate

During the nine months ended September 30, 2024, the Company acquired the following assets, in separate transactions:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

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

266,564 $ 81,862

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

(2) Aggregate purchase price includes $ 0.7 million of transaction costs.

During the nine months ended September 30, 2023, the Company acquired the following asset:

During the three months ended March 31, 2025, the Company acquired the following asset:

Description (1)

Location Month Acquired GLA Aggregate Purchase Price (2)

Land at Aurora Plaza (3)

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

Land at Suffolk Plaza East Setauket, NY Jan-25 — $ 3,144

(1) No debt was assumed related to the listed acquisition.

(2) Aggregate purchase price includes $ 0.1 million of transaction costs.

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

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2024 and 2023, respectively, has been allocated as follows:

Nine Months Ended September 30,

(2) Aggregate purchase price includes less than $ 0.1 million of transaction costs.

During the three months ended March 31, 2024, the Company did not acquire any assets.

The aggregate purchase price of the assets acquired during the three months ended March 31, 2025 and 2024, respectively, has been allocated as follows:

Three Months Ended March 31,

Assets 2025 2024

Land $ 3,144 $ —

Buildings 42,039 —

Building and tenant improvements 4,312 —

Above-market leases (1)

In-place leases (2)

Total assets acquired $ 3,144 $ —

Below-market leases (3)

Total liabilities 6,118 —

Net assets acquired $ 81,862 $ 1,914

(1) The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the nine months ended September 30, 2024 was 5.3 years.

(2) The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the nine months ended September 30, 2024 was 4.5 years.

(3) The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the nine months ended September 30, 2024 was 14.4 years.

Dispositions and Assets Held for Sale

During the three months ended September 30, 2024, the Company disposed of two shopping centers, three partial shopping centers, and one land parcel for aggregate net proceeds of $ 72.6 million, resulting in aggregate gain of $ 37.0 million and aggregate impairment of $ 0.3 million.

In addition, during the three months ended September 30, 2024, the Company resolved contingencies related to previously disposed assets, resulting in a net loss of less than $ 0.1 million.

During the nine months ended September 30, 2024, the Company disposed of five shopping centers, four partial shopping centers, and two land parcels for aggregate net proceeds of $ 140.0 million, resulting in aggregate gain of $ 52.1 million and aggregate impairment of $ 0.5 million.

In addition, during the nine months ended September 30, 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 three months ended September 30, 2023, the Company disposed of one shopping center and one partial shopping center for aggregate net proceeds of $ 16.6 million, resulting in aggregate gain of $ 6.8 million.

In addition, during the three months ended September 30, 2023, the Company resolved contingencies related to previously disposed assets, resulting in a net loss of $ 0.1 million.

During the nine months ended September 30, 2023, the Company disposed of nine shopping centers and eight partial shopping centers for aggregate net proceeds of $ 161.9 million, resulting in aggregate gain of $ 58.9 million and aggregate impairment of $ 6.1 million.

In addition, during the nine months ended September 30, 2023, the Company received aggregate net proceeds of $ 0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $ 0.1 million.

As of September 30, 2024 and December 31, 2023, the Company had no properties held for sale.

There were no discontinued operations for the three and nine months ended September 30, 2024 and 2023 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

During the three months ended March 31, 2025, the Company disposed of two shopping centers and two partial shopping centers for aggregate net proceeds of $ 21.6 million, resulting in aggregate gain of $ 3.1 million.

During the three months ended March 31, 2024, the Company disposed of three shopping centers for aggregate net proceeds of $ 67.2 million, resulting in aggregate gain of $ 15.0 million.

In addition, during the three months ended March 31, 2024, the Company resolved contingencies related to previously disposed assets for aggregate net proceeds of $ 0.1 million, resulting in aggregate gain of $ 0.1 million.

As of March 31, 2025, the Company had two properties held for sale.

As of December 31, 2024, the Company had two properties held for sale.

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

The following table presents the assets associated with the properties classified as held for sale:

Assets March 31, 2025 December 31, 2024

Land $ 2,145 $ 1,280

Buildings and improvements 5,867 4,520

Accumulated depreciation and amortization ( 3,117 ) ( 1,658 )

Real estate, net 4,895 4,142

Other assets 81 47

Assets associated with real estate assets held for sale $ 4,976 $ 4,189

There were no discontinued operations for the three months ended March 31, 2025 and 2024 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

The Company’s components of Real estate, net consisted of the following:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Land $ 1,833,408 $ 1,834,814

7 unchanged sentences

Total $ 7,964,159 $ 7,998,878

(1) As of September 30, 2024 and December 31, 2023, Lease intangibles consisted of $ 454.9 million and $ 456.8 million, respectively, of in-place leases and $ 46.5 million and $ 48.2 million, respectively, of above-market leases.

(1) As of March 31, 2025 and December 31, 2024, Lease intangibles consisted of $ 473.8 million and $ 482.7 million, respectively, of in-place leases and $ 41.3 million and $ 43.8 million, respectively, of above-market leases.

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

(2) As of September 30, 2024 and December 31, 2023, Accumulated depreciation and amortization included $ 440.9 million and $ 445.5 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of September 30, 2024 and December 31, 2023, the Company had intangible liabilities relating to below-market leases of $ 329.6 million and $ 329.8 million, respectively, and accumulated accretion of $ 248.9 million and $ 247.2 million, respectively.

(2) As of March 31, 2025 and December 31, 2024, Accumulated depreciation and amortization included $ 428.6 million and $ 433.0 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of March 31, 2025 and December 31, 2024, the Company had intangible liabilities relating to below-market leases of $ 361.8 million and $ 366.5 million, respectively, and accumulated accretion of $ 245.0 million and $ 246.3 million, respectively.

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

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 2024 and 2023 was $ 2.4 million and $ 3.3 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the nine months ended September 30, 2024 and 2023 was $ 7.3 million and $ 9.4 million, respectively.

Below-market lease accretion income, net of above-market lease amortization for the three months ended March 31, 2025 and 2024 was $ 3.3 million and $ 2.4 million, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

Amortization expense associated with in-place lease value for the three months ended September 30, 2024 and 2023 was $ 3.6 million and $ 4.5 million, respectively.

Amortization expense associated with in-place lease value for the nine months ended September 30, 2024 and 2023 was $ 10.0 million and $ 12.9 million, respectively.

Amortization expense associated with in-place lease value for the three months ended March 31, 2025 and 2024 was $ 6.8 million and $ 3.3 million, respectively.

These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed Consolidated Statements of Operations.

2 unchanged sentences

In-place lease amortization expense

2024 (remaining three months) $ ( 2,378 ) $ 3,503

2025 (remaining nine months) $ ( 9,058 ) $ 16,408

2026 ( 10,529 ) 15,991

4 unchanged sentences

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 three and nine months ended September 30, 2024:

Three Months Ended September 30, 2024

Property Name (1)

Location GLA Impairment Charge

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

Land at Springdale (2)

Mobile, AL — 252

149,891 $ 5,863

Nine Months Ended September 30, 2024

Property Name (1)

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 an impairment charge based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.

(2) The Company disposed of this property during the nine months ended September 30, 2024.

The Company did not recognize any impairments during the three months ended September 30, 2023.

The Company recognized the following impairments during the nine months ended September 30, 2023:

Nine Months Ended September 30, 2023

Property Name (1)

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 61,609 1,796

The Manchester Collection - Crossroads (2)

Manchester, CT 14,867 1,155

Spring Mall (2)

Greenfield, WI 45,920 1,078

333,909 $ 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 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 did not recognize any impairments during the three months ended March 31, 2025 and 2024.

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

See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions.

See Note 3 for additional information regarding any impairment charges taken in connection with the Company’s dispositions.

See Note 8 for additional information regarding the fair value of operating properties that have been impaired.

3 unchanged sentences

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.

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts, generally based on the Secured Overnight Financing Rate ("SOFR"), 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 or future cash flows associated with forecasted fixed-rate debt issuances.

During the nine months ended September 30, 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 interest rate swap agreements.

During the three months ended March 31, 2025, 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.

The Company has elected to present its interest rate derivatives on its unaudited 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 unaudited Condensed 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 loss on the Company's unaudited Condensed 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 unaudited Condensed 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 September 30, 2024 is as follows:

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of March 31, 2025 is as follows:

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

10 unchanged sentences

5/1/2023 7/26/2027 1 Month SOFR 3.5890 % $ 100,000 $ 993 $ —

2.5875 % $ 50,000 $ 710 $ —

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

2.5960 % 50,000 707 —

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

2.5860 % 100,000 1,421 —

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

2.5850 % 100,000 1,421 —

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

3.5890 % 100,000 59 —

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

3.5950 % 75,000 34 —

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

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

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 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 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.

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

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The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in Other comprehensive income (loss) on the Company's unaudited Condensed Consolidated Statements of Comprehensive Income and is reclassified into earnings as interest expense in the period that the hedged transaction affects earnings.

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 is as follows:

The effective portion of the Company’s interest rate swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2025 and 2024 is as follows:

Derivatives in Cash Flow Hedging Relationships

(Interest Rate Swaps) Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(Interest Rate Swaps) Three Months Ended March 31,

Change in unrealized gain (loss) on interest rate swaps $ ( 3,566 ) $ 15,204

1 unchanged sentence

Change in unrealized gain (loss) on interest rate swaps, net $ ( 4,302 ) $ 12,129

The Company estimates that $ 0.2 million will be reclassified from Accumulated other comprehensive loss as a decrease to interest expense over the next twelve months.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and nine months ended September 30, 2024 and 2023.

The Company estimates that $ 0.8 million will be reclassified from Accumulated other comprehensive income as a decrease to interest expense over the next twelve months.

No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three months ended March 31, 2025 and 2024.

Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes.

As of September 30, 2024 and December 31, 2023, the Company did not have any non-designated hedges.

As of March 31, 2025 and December 31, 2024, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

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Debt Obligations

As of September 30, 2024 and December 31, 2023, the Company had the following indebtedness outstanding:

As of March 31, 2025 and December 31, 2024, the Company had the following indebtedness outstanding:

Carrying Value as of

September 30,

2025 December 31,

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$ 5,104,112 $ 5,339,751

(1) Stated interest rates as of September 30, 2024 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 4.01 % as of September 30, 2024.

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

(1) Stated interest rates as of March 31, 2025 do not include the impact of the Company’s interest rate swap agreements (described below).

(2) The weighted average stated interest rate on the Company’s unsecured notes was 4.14 % as of March 31, 2025.

(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.

Effective July 8, 2024, the Term Loan Facility and Revolving 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, currently 93 basis points and SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility on July 26, 2027.

1 unchanged sentence

2025 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 $ 500.0 million term loan (the "Term Loan Facility").

During the nine months ended September 30, 2024, the Operating Partnership repaid $ 18.5 million, net of borrowings, under the Revolving Facility, with proceeds from dispositions and the issuance of the 2034 Notes.

During the nine months ended September 30, 2024, the Operating Partnership repaid $ 300.4 million principal amount of the 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"), with $ 632.3 million aggregate principal amount of the 2025 Notes remaining outstanding.

The Operating Partnership funded the 2024 Notes and 2025 Notes repayments with proceeds from the issuance of the 2034 Notes and 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 nine months ended September 30, 2024.

On January 12, 2024, the Operating Partnership issued $ 400.0 million aggregate principal amount of 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.

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

The Operating Partnership intends to use the 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.

As of March 31, 2025, 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").

See Note 18 for additional information on the Unsecured Credit Facility.

During the three months ended March 31, 2025, the Operating Partnership repaid $ 632.3 million principal amount of the 3.850 % Senior Notes due 2025 (the "2025 Notes"), representing all of the outstanding 2025 Notes.

The Operating Partnership funded the 2025 Notes repayments with available cash, proceeds from the Revolving Facility, and dispositions.

On March 4, 2025, the Operating Partnership issued $ 400.0 million aggregate principal amount of Senior Notes due 2032 (the "2032 Notes") at 99.831 % of par.

The Operating Partnership used the net proceeds for general corporate purposes, including the repayment of indebtedness.

The 2032 Notes bear interest at a rate of 5.200 % per annum, payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2025.

The 2032 Notes will mature on April 1, 2032.

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.

The Company was in compliance with these covenants as of September 30, 2024.

The Company was in compliance with these covenants as of March 31, 2025.

Debt Maturities

As of September 30, 2024 and December 31, 2023, the Company had accrued interest of $ 45.6 million and $ 47.1 million outstanding, respectively.

As of September 30, 2024, scheduled maturities of the Company’s outstanding debt obligations were as follows:

As of March 31, 2025 and December 31, 2024, the Company had accrued interest of $ 42.8 million and $ 62.8 million outstanding, respectively.

As of March 31, 2025, scheduled maturities of the Company’s outstanding debt obligations were as follows:

Year ending December 31,

2024 (remaining three months) $ —

2025 (remaining nine months) $ —

Thereafter 2,500,000

3 unchanged sentences

Total debt obligations, net $ 5,104,112

As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $ 632.3 million outstanding principal balance on the 2025 Notes.

The Company has sufficient cash and cash equivalents and liquidity to satisfy this scheduled debt maturity.

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

All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below:

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Value Carrying

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

Fair Value Measurements as of September 30, 2024

Fair Value Measurements as of March 31, 2025

Balance Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs

3 unchanged sentences

Interest rate derivatives $ 197 $ — $ 197 $ —

Interest rate derivatives $ ( 2,940 ) $ — $ ( 2,940 ) $ —

Fair Value Measurements as of December 31, 2024

5 unchanged sentences

Interest rate derivatives $ ( 598 ) $ — $ ( 598 ) $ —

(1) As of September 30, 2024 and December 31, 2023, marketable securities included $ 0.2 million of net unrealized gain and $ 0.2 million of net unrealized loss, respectively.

As of September 30, 2024, the contractual maturities of the Company’s marketable securities were within the next five years.

(1) As of March 31, 2025 and December 31, 2024, marketable securities included $ 0.2 million and less than $ 0.1 million of net unrealized gains, respectively.

As of March 31, 2025, the contractual maturities of the Company’s marketable securities were within the next five years.

Non-Recurring Fair Value

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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 nine months ended September 30, 2024 and year ended December 31, 2023, excluding the properties sold prior to September 30, 2024 or December 31, 2023, respectively:

Fair Value Measurements as of September 30, 2024

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)(3)

$ 6,548 $ — $ — $ 6,548 $ 10,673

During the three months ended March 31, 2025, no properties were remeasured to fair value as a result of impairment testing.

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, 2024, excluding the properties sold prior to December 31, 2024:

Fair Value Measurements as of December 31, 2024

5 unchanged sentences

$ 6,548 $ — $ — $ 6,548 $ 10,673

(1) Excludes properties disposed of prior to September 30, 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 nine months ended September 30, 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 nine months ended September 30, 2024, is $ 0.8 million.

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

(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.

(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.

Revenue Recognition

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Additionally, certain leases may require variable lease payments associated with percentage rents, which are calculated based on underlying tenant sales.

The Company recognized $ 1.3 million and $ 1.6 million of income based on percentage rents for the three months ended September 30, 2024 and 2023, respectively.

The Company recognized $ 7.9 million and $ 7.3 million of income based on percentage rents for the nine months ended September 30, 2024 and 2023, respectively.

The Company recognized $ 4.0 million and $ 4.3 million of income based on percentage rents for the three months ended March 31, 2025 and 2024, respectively.

These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

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Upon lease execution, the Company recognizes an operating lease right-of-use ("ROU") asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term.

As of September 30, 2024, the Company is not including any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain.

As of March 31, 2025, the Company does not include any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain.

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.

1 unchanged sentence

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

Three Months Ended September 30, Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Statements of Operations Information 2025 2024

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Total lease costs $ 1,763 $ 398

Nine Months Ended September 30,

Three Months Ended March 31,

Supplemental Statements of Cash Flows Information 2025 2024

3 unchanged sentences

Operating Lease Liabilities As of

September 30, 2024

March 31, 2025

Future minimum operating lease payments:

2024 (remaining three months) $ 1,423

2025 (remaining nine months) $ 4,645

Thereafter 96,215

3 unchanged sentences

Supplemental Balance Sheets Information As of

September 30, 2024 As of December 31, 2023

March 31, 2025 As of

December 31, 2024

Operating lease liabilities (1)(2)

2 unchanged sentences

41,136 38,784

(1) As of September 30, 2024 and December 31, 2023, the weighted average remaining lease term was 16.7 years and 16.0 years, respectively, and the weighted average discount rate was 4.73 % and 4.48 %, respectively.

(1) As of March 31, 2025 and December 31, 2024, the weighted average remaining lease term was 27.5 years and 28.7 years, respectively, and the weighted average discount rate was 6.28 % and 6.28 %, respectively.

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

(3) These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

As of September 30, 2024 there were no material leases that have been executed but not yet commenced.

As of March 31, 2025 there were no material leases that have been executed but not yet commenced.

Equity and Capital

2 unchanged sentences

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.

During the nine months ended September 30, 2024, the Company issued 0.7 million shares of common stock under the ATM Program at an average price per share of $ 27.92 for total gross proceeds of $ 20.0 million, excluding commissions and fees.

The Company incurred commissions and fees of $ 0.7 million in conjunction with the ATM Program for the nine months ended September 30, 2024.

During the nine months ended September 30, 2023, the Company did not issue any shares of common stock under the ATM Program.

As of September 30, 2024, $ 380.0 million of common stock remained available for issuance under the ATM Program.

During the three months ended March 31, 2025 and 2024, the Company did not issue any shares of common stock under the ATM Program.

As of March 31, 2025, $ 283.4 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

1 unchanged sentence

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

During the nine months ended September 30, 2024 and 2023, the Company did not repurchase any shares of common stock.

As of September 30, 2024, the Repurchase Program had $ 400.0 million of available repurchase capacity.

During the three months ended March 31, 2025 and 2024, the Company did not repurchase any shares of common stock.

As of March 31, 2025, the Repurchase Program had $ 400.0 million of available repurchase capacity.

In connection with the vesting of restricted stock units ("RSUs") under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations.

During the nine months ended September 30, 2024 and 2023, the Company withheld 0.6 million and 0.5 million shares of its common stock, respectively.

During the three months ended March 31, 2025 and 2024, the Company withheld 0.4 million and 0.6 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended September 30, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.2725 per share/unit and $ 0.2600 per share/unit, respectively.

During the nine months ended September 30, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.8175 per share/unit and $ 0.7800 per share/unit, respectively.

As of September 30, 2024 and December 31, 2023, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 86.0 million and $ 85.7 million, respectively.

During the three months ended March 31, 2025 and 2024, the Company's board of directors declared common stock dividends and OP Unit distributions of $ 0.2875 per share/unit and $ 0.2725 per share/unit, respectively.

As of March 31, 2025 and December 31, 2024, the Company had declared but unpaid common stock dividends and OP Unit distributions of $ 90.8 million and $ 91.8 million, respectively.

These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed 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 is reflected in Non-controlling interests on the Company’s unaudited Condensed Consolidated Balance Sheets.

Stock Based Compensation

2 unchanged sentences

Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the Company's board of directors approved in 2013.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, the Company granted RSUs to certain employees.

During the three months ended March 31, 2025 and the year ended December 31, 2024, the Company granted RSUs to certain employees.

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

2 unchanged sentences

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 0.8 million and 0.7 million for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, with vesting periods ranging from one to five years .

The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.6 million and 0.8 million for the three months ended March 31, 2025 and the year ended December 31, 2024, respectively, with vesting periods ranging from one to five years .

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:

Assumption Nine Months Ended September 30, 2024 Year Ended,

Assumption Three Months Ended March 31, 2025 Year Ended,

December 31, 2024

5 unchanged sentences

4.4 % - 4.7 %

During the three months ended September 30, 2024 and 2023, the Company recognized $ 5.4 million and $ 6.1 million of equity compensation expense, respectively, of which $ 0.3 million and $ 0.4 million was capitalized, respectively.

During the nine months ended September 30, 2024 and 2023, the Company recognized $ 15.1 million and $ 15.7 million of equity compensation expense, respectively, of which $ 1.3 million and $ 1.1 million was capitalized, respectively.

During the three months ended March 31, 2025 and 2024, the Company recognized $ 4.6 million and $ 3.8 million of equity compensation expense, respectively, of which $ 0.5 million and $ 0.4 million was capitalized, respectively.

These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations.

As of September 30, 2024, the Company had $ 18.8 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.0 years.

As of March 31, 2025, the Company had $ 25.2 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.4 years.

Earnings per Share

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Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock.

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands, except per share data):

Ended September 30, Nine Months

Ended September 30,

2024 2023 2024 2023

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three months ended March 31, 2025 and 2024 (dollars in thousands, except per share data):

Three Months Ended

Computation of Basic Earnings Per Share:

Net income $ 69,737 $ 88,905

Net income attributable to non-controlling interests ( 8 ) —

Non-forfeitable dividends on unvested restricted shares ( 173 ) ( 187 )

16 unchanged sentences

Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units.

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands, except per unit data):

Ended September 30, Nine Months

Ended September 30,

2024 2023 2024 2023

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three months ended March 31, 2025 and 2024 (dollars in thousands, except per unit data):

Three Months Ended

Computation of Basic Earnings Per Unit:

Net income $ 69,737 $ 88,905

Net income attributable to non-controlling interests ( 8 ) —

Non-forfeitable dividends on unvested restricted units ( 173 ) ( 187 )

18 unchanged sentences

The Company maintains a reserve for currently known environmental matters and does not believe they will have a material impact on the Company’s financial condition, operating results, or cash flows.

During the three and nine months ended September 30, 2024 and 2023, the Company did no t incur any material governmental fines resulting from environmental matters.

During the three months ended March 31, 2025 and 2024, 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 March 31, 2025, the properties in the Portfolio are located across 30 states throughout 104 metropolitan markets.

The Chief Executive Officer serves as the Company's Chief Operating Decision Maker (the "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.

Net income attributable to Brixmor Property Group Inc., as presented on the Company's unaudited Condensed 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 unaudited Condensed Consolidated Balance Sheets is used to measure the Reporting Segment's assets.

The following table presents revenues and significant segment expenses for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Total revenues $ 337,512 $ 320,241

Operating costs ( 39,211 ) ( 37,157 )

Real estate taxes ( 44,893 ) ( 41,408 )

Depreciation and amortization ( 105,597 ) ( 91,218 )

General and administrative (1)

( 28,173 ) ( 28,491 )

Interest expense ( 54,084 ) ( 51,488 )

Other segment items (2)

Segment net income $ 69,729 $ 88,905

Reconciliation of Segment net income to Net income attributable to Brixmor Property Group Inc.

Adjustments — —

Net income attributable to Brixmor Property Group Inc.

$ 69,729 $ 88,905

(1) The following table presents General and administrative expense for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

Employee compensation, net $ ( 22,421 ) $ ( 23,820 )

Other general and administrative, net ( 5,752 ) ( 4,671 )

Total general and administrative $ ( 28,173 ) $ ( 28,491 )

(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 unaudited Condensed Consolidated Statements of Operations for additional information on these amounts.

Related Party Transactions

As of September 30, 2024 and December 31, 2023, there were no material receivables from or payables to related parties.

During the three and nine months ended September 30, 2024 and 2023, the Company did not engage in any material related-party transactions.

As of March 31, 2025 and December 31, 2024, there were no material receivables from or payables to related parties.

During the three months ended March 31, 2025 and 2024, the Company did not engage in any material related-party transactions.

Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 2024 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from September 30, 2024 through the date the financial statements were issued .

In preparing the Company's unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after March 31, 2025 for recognition and/or disclosure purposes.

Based on this evaluation, there were no subsequent events from March 31, 2025 through the date the financial statements were issued other than the following:

• On April 24, 2025, the Operating Partnership amended and restated its Revolving Facility and Term Loan Facility.

The amendments provide for (i) revolving loan commitments of $ 1.25 billion under the Revolving Facility, scheduled to mature on April 30, 2029 (extending the applicable scheduled maturity date from June 30, 2026);

and (ii) a continuation of the existing $ 500.0 million Term Loan Facility scheduled to mature on April 30, 2030 (extending the applicable scheduled maturity date from July 26, 2027).

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

The interest rate applicable to the Revolving Facility was lowered (for the margins based on the Operating Partnership’s current credit ratings) to SOFR plus 85 basis points from an adjusted SOFR rate plus 85 basis points and the interest rate applicable to the Term Loan Facility was lowered (for the margins based on the Operating Partnership’s current credit ratings), to SOFR plus 95 basis points from an adjusted SOFR rate plus 95 basis points.

The Unsecured Credit Facility provides the Company with the ability to obtain more favorable pricing in certain circumstances when the Company’s leverage ratio meets defined targets.

The total capacity under the Unsecured Credit Facility as amended and restated on April 24, 2025 is $ 1.75 billion .

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-Q

Item 1. Financial Statements