What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-07-28 compared with 2025-04-28 · 192 added, 90 removed, 233 unchanged (55% of the section changed)

9 unchanged sentences

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

As of March 31, 2025, our portfolio was comprised of 361 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.

As of June 30, 2025, our portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA.

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

As of March 31, 2025, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.

As of June 30, 2025, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.

("TJX"), The Kroger Co.

22 unchanged sentences

Leasing Highlights

As of March 31, 2025, billed and leased occupancy were 90.0% and 94.1%, respectively, as compared to 90.6% and 95.1%, respectively, as of March 31, 2024.

The following table summarizes our executed leasing activity for the three months ended March 31, 2025 and 2024 (dollars in thousands, except for per square foot ("PSF") amounts):

For the Three Months Ended March 31, 2025

As of June 30, 2025, billed and leased occupancy were 89.7% and 94.2%, respectively, as compared to 91.4% and 95.4%, respectively, as of June 30, 2024.

The following table summarizes our executed leasing activity for the three months ended June 30, 2025 and 2024 (dollars in thousands, except for per square foot ("PSF") amounts):

For the Three Months Ended June 30, 2025

GLA New ABR PSF (2)

5 unchanged sentences

Option leases 59 756,366 13.77 — — 6.8 %

For the Three Months Ended March 31, 2024

For the Three Months Ended June 30, 2024

GLA New ABR PSF (2)

8 unchanged sentences

(3) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal or option leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months.

The following table summarizes our executed leasing activity for the six months ended June 30, 2025 and 2024 (dollars in thousands, except for PSF amounts):

For the Six Months Ended June 30, 2025

Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1)

New, renewal and option leases 793 4,712,716 $ 19.88 $ 3.06 $ 2.18 17.3 %

New and renewal leases 669 3,003,948 23.16 4.81 3.43 22.7 %

New leases 257 1,458,327 22.38 8.79 7.04 45.0 %

Renewal leases 412 1,545,621 23.89 1.04 0.01 14.6 %

Option leases 124 1,708,768 14.12 — — 7.0 %

For the Six Months Ended June 30, 2024

Leases GLA New ABR PSF Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1)

New, renewal and option leases 734 4,970,145 $ 17.67 $ 3.56 $ 1.99 16.8 %

New and renewal leases 622 2,757,021 22.01 6.42 3.58 23.7 %

New leases 250 1,312,757 22.49 11.94 7.40 45.3 %

Renewal leases 372 1,444,264 21.57 1.41 0.12 15.9 %

Option leases 112 2,213,124 12.26 — — 7.4 %

(1) Excludes leases executed for terms of less than one year.

(2) ABR PSF includes the GLA of lessee-owned leasehold improvements.

Acquisition Activity

• During the three months ended March 31, 2025, we acquired one land parcel for an aggregate purchase price of $3.1 million, including transaction costs and closing credits.

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

• During the six months ended June 30, 2025, we acquired one land parcel and acquired a lease and associated subleases at an existing shopping center for an aggregate purchase price of $7.5 million, including transaction costs and closing credits.

• During the six months ended June 30, 2024, we acquired one shopping center for an aggregate purchase price of $17.5 million, including transaction costs and closing credits.

Disposition Activity

• During the three months ended March 31, 2025, we 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, we 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, we resolved contingencies related to previously disposed assets for aggregate net proceeds of $0.1 million, resulting in aggregate gain of $0.1 million.

• During the six months ended June 30, 2025, we disposed of three shopping centers and four partial shopping centers for aggregate net proceeds of $43.7 million, resulting in aggregate gain of $18.8 million.

• During the six months ended June 30, 2024, we disposed of three shopping centers, one partial shopping center, and one land parcel for aggregate net proceeds of $67.4 million, resulting in aggregate gain of $15.0 million and aggregate impairment of $0.2 million.

In addition, during the six months ended June 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.

Results of Operations

The results of operations discussion is combined for BPG and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Comparison of the Three Months Ended June 30, 2025 to the Three Months Ended June 30, 2024

Revenues (in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 $ Change

3 unchanged sentences

Rental income

The increase in rental income for the three months ended March 31, 2025 of $17.8 million, as compared to the corresponding period in 2024, was due to a $12.3 million increase for assets owned for the full period, in addition to a $5.5 million increase due to net transaction activity.

The increase in rental income for the three months ended June 30, 2025 of $23.8 million, as compared to the corresponding period in 2024, was due to a $17.0 million increase for assets owned for the full period, in addition to a $6.8 million increase due to net transaction activity.

The increase for assets owned for the full period was due to:

1 unchanged sentence

(ii) a $5.9 million increase in expense reimbursements;

(iii) a $3.0 million increase in lease termination fees;

and (iv) a $0.2 million increase in ancillary and other rental income;

partially offset by (v) a $2.8 million decrease in rental income associated with revenues deemed uncollectible;

(vi) a $0.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements;

(vii) a $0.4 million decrease in percentage rents;

and (viii) a $0.3 million decrease in straight-line rental income, net.

The $7.6 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 15.0% during the three months ended March 31, 2025 and 16.5% during the year ended December 31, 2024, and an increase in weighted average billed occupancy.

(iii) a $3.4 million increase in ancillary and other rental income;

(iv) a $1.6 million increase in straight-line rental income, net;

(v) a $0.4 million increase in lease termination fees;

and (vi) a $0.3 million increase in percentage rents;

partially offset by (vii) a $0.8 million decrease in rental income associated with revenues deemed uncollectible;

and (viii) a $0.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements.

The $6.6 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 17.3% during the six months ended June 30, 2025 and 16.5% during the year ended December 31, 2024.

Other revenues

The decrease in other revenues for the three months ended March 31, 2025 of $0.5 million as compared to the corresponding period in 2024, was primarily due to a decrease in tax increment financing income.

Other revenues remained generally consistent for the three months ended June 30, 2025 as compared to the corresponding period in 2024.

Operating Expenses (in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 $ Change

3 unchanged sentences

Depreciation and amortization 103,277 92,018 11,259

Impairment of real estate assets — 5,280 (5,280)

General and administrative 29,093 29,689 (596)

1 unchanged sentence

Operating costs

The increase in operating costs for the three months ended March 31, 2025 of $2.1 million, as compared to the corresponding period in 2024, was due to a $1.9 million increase in operating costs for assets owned for the full

period, primarily due to an increase in repairs and maintenance, in addition to a $0.2 million increase due to net transaction activity.

The increase in operating costs for the three months ended June 30, 2025 of $3.0 million, as compared to the corresponding period in 2024, was due to a $2.3 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, in addition to a $0.7 million increase due to net transaction activity.

Real estate taxes

The increase in real estate taxes for the three months ended March 31, 2025 of $3.5 million, as compared to the corresponding period in 2024, was due to a $2.9 million increase in real estate taxes for assets owned for the full period primarily due to a decrease in favorable adjustments related to prior year assessments and an increase in current year assessments, partially offset by an increase in real estate tax refunds, in addition to a $0.6 million increase due to net transaction activity.

The increase in real estate taxes for the three months ended June 30, 2025 of $7.2 million, as compared to the corresponding period in 2024, was due to a $6.1 million increase in real estate taxes for assets owned for the full period and a $1.1 million increase due to net transaction activity.

The $6.1 million increase for the assets owned for the full period is primarily due to a decrease in favorable adjustments related to prior year assessments recognized in 2024 and an increase in current year assessments.

Depreciation and amortization

The increase in depreciation and amortization for the three months ended March 31, 2025 of $14.4 million, as compared to the corresponding period in 2024, was due to a $7.7 million increase for assets owned for the full period, primarily due to an increase in accelerated depreciation and amortization related to tenant move-outs, an increase in capital expenditures, and a $6.7 million increase due to net transaction activity.

The increase in depreciation and amortization for the three months ended June 30, 2025 of $11.3 million, as compared to the corresponding period in 2024, was due to a $7.7 million increase due to net transaction activity in

addition to a $3.6 million increase for assets owned for the full period, primarily due to an increase in accelerated depreciation and amortization related to tenant move-outs and an increase in capital expenditures.

Impairment of real estate assets

During the three months ended June 30, 2024, aggregate impairment of $5.3 million was recognized on one partial shopping center, as a result of disposition activity, and one operating property.

Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

General and administrative

The decrease in general and administrative costs of $0.3 million for the three months ended March 31, 2025, as compared to the corresponding period in 2024, was primarily due to a decrease in net compensation costs, partially offset by an increase in office rent expense.

During the three months ended March 31, 2025 and 2024, construction compensation costs of $4.5 million and $4.9 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.3 million and $1.0 million, respectively, and leasing commission costs of $1.8 million and $2.1 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

The decrease in general and administrative costs of $0.6 million for the three months ended June 30, 2025, as compared to the corresponding period in 2024, was primarily due to a decrease in net compensation costs, partially offset by an increase in office rent expense.

During the three months ended June 30, 2025 and 2024, construction compensation costs of $4.1 million and $5.0 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.6 million and $0.7 million, respectively, and leasing commission costs of $2.2 million and $2.0 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

2025 2024 $ Change

3 unchanged sentences

Gain on sale of real estate assets 15,755 1,814 13,941

Gain (loss) on extinguishment of debt, net (296) 281 (577)

Other (780) (381) (399)

1 unchanged sentence

Dividends and interest

The decrease in dividends and interest for the three months ended March 31, 2025 of $2.2 million, as compared to the corresponding period in 2024, was primarily due to a decrease in interest income associated with lower cash and cash equivalent balances and a lower weighted average interest rate return.

The decrease in dividends and interest for the three months ended June 30, 2025 of $5.4 million, as compared to the corresponding period in 2024, was primarily due to a decrease in interest income associated with lower cash and cash equivalent balances and a lower weighted average interest rate return.

Interest expense

The increase in interest expense for the three months ended March 31, 2025 of $2.6 million, as compared to the corresponding period in 2024, was primarily due to a higher weighted average interest rate, partially offset by lower overall debt obligations.

The increase in interest expense for the three months ended June 30, 2025 of $0.8 million, as compared to the corresponding period in 2024, was primarily due to a higher weighted average interest rate, partially offset by lower overall debt obligations.

Gain on sale of real estate assets

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

During the three months ended March 31, 2024, three shopping centers were disposed of, resulting in aggregate gain of $15.0 million.

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

Other expense remained generally consistent for the three months ended March 31, 2025, as compared to the corresponding period in 2024.

During the three months ended June 30, 2025, one shopping center and two partial shopping centers were disposed of, resulting in aggregate gain of $15.8 million.

During the three months ended June 30, 2024, one land parcel was disposed of, resulting in aggregate gain of less than $0.1 million.

In addition, during the three months ended June 30, 2024, we received aggregate net proceeds of $1.8 million related to land at one shopping center previously seized through eminent domain, resulting in aggregate gain of $1.8 million.

Gain (loss) on extinguishment of debt, net

During the three months ended June 30, 2025, we amended and restated our unsecured credit facility agreements (the "Unsecured Credit Facility"), resulting in a $0.3 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs.

During the three months ended June 30, 2024, we repurchased $30.0 million of the $700.0 million 3.85% Senior Notes due 2025 (the "2025 Notes") then outstanding, resulting in a $0.3 million gain on extinguishment of debt.

The increase in other expense for the three months ended June 30, 2025 of $0.4 million, as compared to the corresponding period in 2024, was primarily due to an increase in anticipated environmental remediation costs.

Comparison of the Six Months Ended June 30, 2025 to the Six Months Ended June 30, 2024

Revenues (in thousands)

Six Months Ended June 30,

2025 2024 $ Change

Rental income $ 676,638 $ 635,076 $ 41,562

Other revenues 366 854 (488)

Total revenues $ 677,004 $ 635,930 $ 41,074

Rental income

The increase in rental income for the six months ended June 30, 2025 of $41.6 million, as compared to the corresponding period in 2024, was due to a $29.4 million increase for assets owned for the full period, in addition to a $12.2 million increase due to net transaction activity.

The increase for assets owned for the full period was due to:

(i) a $14.5 million increase in base rent;

(ii) an $11.3 million increase in expense reimbursements;

(iii) a $3.5 million increase in ancillary and other rental income;

(iv) a $3.3 million increase in lease termination fees;

and (v) a $1.3 million increase in straight-line rental income, net;

partially offset by (vi) a $3.6 million decrease in rental income associated with revenues deemed uncollectible;

and (vii) a $0.9 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements.

The $14.5 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 17.3% during the six months ended June 30, 2025 and 16.5% during the year ended December 31, 2024.

Other revenues

The decrease in other revenues for the six months ended June 30, 2025 of $0.5 million, as compared to the corresponding period in 2024, was primarily due to a decrease in tax increment financing income.

Operating Expenses (in thousands)

Six Months Ended June 30,

2025 2024 $ Change

Operating expenses

Operating costs $ 79,088 $ 74,076 $ 5,012

Real estate taxes 88,452 77,757 10,695

Depreciation and amortization 208,874 183,236 25,638

Impairment of real estate assets — 5,280 (5,280)

General and administrative 57,266 58,180 (914)

Total operating expenses $ 433,680 $ 398,529 $ 35,151

Operating costs

The increase in operating costs for the six months ended June 30, 2025 of $5.0 million, as compared to the corresponding period in 2024, was due to a $4.2 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, in addition to a $0.8 million increase due to net transaction activity.

Real estate taxes

The increase in real estate taxes for the six months ended June 30, 2025 of $10.7 million, as compared to the corresponding period in 2024, was due to a $9.1 million increase in real estate taxes for assets owned for the full period and a $1.6 million increase due to net transaction activity.

The $9.1 million increase for the assets owned for the full period is primarily due to a decrease in favorable adjustments related to prior year assessments recognized in

2024 and an increase in current year assessments.

Depreciation and amortization

The increase in depreciation and amortization for the six months ended June 30, 2025 of $25.6 million, as compared to the corresponding period in 2024, was due to a $14.3 million increase due to net transaction activity and an $11.3 million increase for assets owned for the full period, primarily due to an increase in accelerated depreciation and amortization related to tenant move-outs and an increase in capital expenditures.

Impairment of real estate assets

During the six months ended June 30, 2024, aggregate impairment of $5.3 million was recognized on one partial shopping center, as a result of disposition activity, and one operating property.

Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

General and administrative

The decrease in general and administrative costs of $0.9 million for the six months ended June 30, 2025, as compared to the corresponding period in 2024, was primarily due to a decrease in net compensation costs, partially offset by an increase in office rent expense.

During the six months ended June 30, 2025 and 2024, construction compensation costs of $8.6 million and $10.0 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.9 million and $1.7 million, respectively, and leasing commission costs of $4.0 million and $4.1 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

Six Months Ended June 30,

2025 2024 $ Change

Other income (expense)

Dividends and interest $ 2,896 $ 10,509 $ (7,613)

Interest expense (108,493) (105,143) (3,350)

Gain on sale of real estate assets 18,825 16,956 1,869

Gain (loss) on extinguishment of debt, net (296) 281 (577)

Other (1,373) (974) (399)

Total other expense $ (88,441) $ (78,371) $ (10,070)

Dividends and interest

The decrease in dividends and interest for the six months ended June 30, 2025 of $7.6 million, as compared to the corresponding period in 2024, was primarily due to a decrease in interest income associated with lower cash and cash equivalent balances and a lower weighted average interest rate return.

Interest expense

The increase in interest expense for the six months ended June 30, 2025 of $3.4 million, as compared to the corresponding period in 2024, was primarily due to a higher weighted average interest rate, partially offset by lower overall debt obligations.

Gain on sale of real estate assets

During the six months ended June 30, 2025, three shopping centers and four partial shopping centers were disposed of, resulting in aggregate gain of $18.8 million.

During the six months ended June 30, 2024, three shopping centers and one land parcel were disposed of, resulting in aggregate gain of $15.0 million.

Gain (loss) on extinguishment of debt, net

During the six months ended June 30, 2025, we amended and restated our Unsecured Credit Facility, resulting in a $0.3 million loss on extinguishment of debt due to the acceleration of unamortized debt issuance costs.

During the six months ended June 30, 2024, we repurchased $30.0 million of the $700.0 million 2025 Notes then outstanding, resulting in a $0.3 million gain on extinguishment of debt.

The increase in other expense for the six months ended June 30, 2025 of $0.4 million, as compared to the corresponding period in 2024, was primarily due to an increase in anticipated environmental remediation costs.

Liquidity and Capital Resources

3 unchanged sentences

• operating cash flow;

• available borrowings under the Unsecured Credit Facility (defined hereafter);

• available borrowings under the Unsecured Credit Facility;

• issuance of long-term debt;

11 unchanged sentences

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

Our unsecured credit facility as amended and restated April 28, 2022 (the "Unsecured Credit Facility") is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $500.0 million term loan facility (the "Term Loan Facility").

As of March 31, 2025, we had $1.36 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $107.4 million of cash, cash equivalents and restricted cash.

Our Unsecured Credit Facility is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $500.0 million term loan facility (the "Term Loan Facility").

As of June 30, 2025, we had $1.35 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $105.9 million of cash, cash equivalents and restricted cash.

We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.

See Note 18 included elsewhere on this Quarterly Report on Form 10-Q for additional information on the Unsecured Credit Facility.

Material Cash Requirements

Our expected material cash requirements for the twelve months ended March 31, 2026 and thereafter are comprised of (i) contractually obligated expenditures;

Our expected material cash requirements for the twelve months ended June 30, 2026 and thereafter are comprised of (i) contractually obligated expenditures;

(ii) other essential expenditures;

1 unchanged sentence

Contractually Obligated Expenditures

The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of March 31, 2025 (dollars in millions):

Contractually Obligated Expenditures Twelve

March 31, 2026 Thereafter

June 30, 2026 Thereafter

Debt maturities (1)

4 unchanged sentences

(1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt.

(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of March 31, 2025.

(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of June 30, 2025.

"Quantitative and Qualitative Disclosures about Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2024 for a further discussion of these and other factors that could impact interest payments.

15 unchanged sentences

Our board of directors evaluates our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income.

The following table summarizes our dividend activity for the first and second quarters of 2025:

Quarter 2025 Second

The following table summarizes our dividend activity for the second and third quarters of 2025:

Quarter 2025 Third

Dividend declared per common share $ 0.2875 $ 0.2875

Dividend declaration date February 5, 2025 April 25, 2025

Dividend record date April 2, 2025 July 2, 2025

Dividend payable date April 15, 2025 July 15, 2025

Dividend declaration date April 25, 2025 July 23, 2025

Dividend record date July 2, 2025 October 2, 2025

Dividend payable date July 15, 2025 October 15, 2025

Opportunistic Expenditures

8 unchanged sentences

Brixmor Property Group Inc .

Three Months Ended March 31,

Six Months Ended June 30,

2025 2024 $ Change

6 unchanged sentences

Brixmor Operating Partnership LP

Three Months Ended March 31,

Six Months Ended June 30,

2025 2024 $ Change

7 unchanged sentences

Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating costs, real estate taxes, general and administrative expenses, and interest expense.

During the three months ended March 31, 2025, our net cash provided by operating activities increased $1.6 million as compared to the corresponding period in 2024.

The increase was primarily due to (i) an increase in cash from net working capital;

(ii) an increase in same property net operating income;

(iii) an increase in lease termination fees;

(iv) a decrease in cash outflows for general and administrative expense;

and (v) an increase in net operating income due to net transaction activity and other non-same property net operating income;

partially offset by (vi) an increase in cash outflows for interest expense;

and (vii) a decrease in cash inflows for dividends and interest income.

During the six months ended June 30, 2025, our net cash provided by operating activities decreased $0.5 million as compared to the corresponding period in 2024.

The decrease was primarily due to (i) an increase in cash outflows for interest expense;

and (ii) a decrease in cash inflows for dividends and interest income;

partially offset by (iii) an increase in same property net operating income;

(iv) an increase in cash from net working capital;

(v) an increase in lease termination fees;

(vi) an increase in net operating income due to net transaction activity and other non-same property net operating income;

and (vii) a decrease in cash outflows for general and administrative expense.

Investing Activities

Net cash used in investing activities is primarily impacted by the nature, timing, and magnitude of acquisition and disposition activity and improvements to and investments in our shopping centers, including capital expenditures associated with our value-enhancing reinvestment activity.

During the three months ended March 31, 2025, our net cash used in investing activities increased $54.3 million as compared to the corresponding period in 2024.

During the six months ended June 30, 2025, our net cash used in investing activities increased $31.9 million as compared to the corresponding period in 2024.

The increase was primarily due to (i) a decrease of $25.6 million in net proceeds from sales of real estate assets;

(ii) an increase of $5.7 million in improvements to and investments in real estate assets;

and (iii) an increase of $3.1 million in acquisitions of real estate assets;

partially offset by (iv) an

increase of $0.1 million in sales of marketable securities, net of purchases.

(ii) an increase of $15.0 million in deposits on acquisitions of real estate assets;

(iii) an increase of $4.3 million in improvements to and investments in real estate assets;

partially offset by

(iv) a decrease of $10.0 million in acquisitions of real estate assets;

and (v) a decrease of $3.0 million in purchases of marketable securities, net of sales.

Improvements to and investments in real estate assets

During the three months ended March 31, 2025 and 2024, we expended $82.5 million and $76.9 million, respectively, on improvements to and investments in real estate assets.

Included in these amounts are insurance proceeds of $0.6 million and $2.3 million, respectively, which were received during the three months ended March 31, 2025 and 2024.

During the six months ended June 30, 2025 and 2024, we expended $171.3 million and $167.0 million, respectively, on improvements to and investments in real estate assets.

Included in these amounts are insurance proceeds of $2.2 million and $3.1 million, respectively, which were received during the six months ended June 30, 2025 and 2024.

Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties.

2 unchanged sentences

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

As of March 31, 2025, we had 37 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $390.9 million, of which $195.6 million had been incurred as of March 31, 2025.

As of June 30, 2025, we had 37 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $374.3 million, of which $219.9 million had been incurred as of June 30, 2025.

In addition, we have identified a pipeline of future redevelopment projects, which we expect to execute over the coming years.

2 unchanged sentences

We continue to evaluate the market for acquisition opportunities and we may acquire individual shopping centers or portfolios of shopping centers when we believe strategic opportunities exist, to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base.

During the three months ended March 31, 2025, we acquired one land parcel for an aggregate purchase price of $3.1 million, including transaction costs and closing credits.

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

During the six months ended June 30, 2025, we acquired one land parcel and acquired a lease and associated subleases at an existing shopping center for an aggregate purchase price of $7.5 million, including transaction costs and closing credits.

During the six months ended June 30, 2024, we acquired one shopping center for an aggregate purchase price of $17.5 million, including transaction costs and closing credits.

We may also dispose of properties when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket.

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

During the three months ended March 31, 2024, we disposed of three shopping centers for aggregate net proceeds of $67.2 million.

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

During the six months ended June 30, 2025, we disposed of three shopping centers and four partial shopping centers for aggregate net proceeds of $43.7 million.

During the six months ended June 30, 2024, we disposed of three shopping centers, one partial shopping center, and one land parcel for aggregate net proceeds of $67.4 million.

Financing Activities

Net cash provided by (used in) financing activities is primarily impacted by the nature, timing, and magnitude of issuances and repurchases of debt and equity securities, as well as borrowings or principal payments associated with our outstanding indebtedness, including our Unsecured Credit Facility, and distributions made to our common stockholders.

During the three months ended March 31, 2025, our net cash provided by (used in) financing activities decreased $618.1 million as compared to the corresponding period in 2024.

During the six months ended June 30, 2025, our net cash provided by (used in) financing activities decreased $696.5 million as compared to the corresponding period in 2024.

The decrease was primarily due to (i) a $680.6 million increase in debt repayments, net of borrowings;

(ii) a $5.5 million increase in distributions to our common stockholders;

and (iii) a $0.1 million decrease in issuances of common stock;

partially offset by (iv) a $1.3 million decrease in repurchases of common stock;

and (v) a less than $0.1 million decrease in deferred financing costs.

(ii) an $11.5 million increase in distributions to our common stockholders;

(iii) a $5.0 million increase in deferred financing costs;

and (iv) a $0.1 million decrease in issuances of common stock;

partially offset by (v) a $0.7 million decrease in repurchases of common stock.

Non-GAAP Performance Measures

1 unchanged sentence

These measures should not be considered as alternatives to, or more meaningful than, net income (calculated in accordance with GAAP) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (calculated in accordance with GAAP) as a measure of liquidity.

Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results to those calculated in accordance with GAAP.

Our computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented

by such other REITs.

Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance.

3 unchanged sentences

Considering the nature of our business as a real estate owner and operator, we believe that Nareit FFO is useful to investors in measuring our operating and financial performance because the definition excludes items included in net income that do not relate to or are not indicative of our operating and financial performance, such as depreciation and amortization related to real estate, and items which can make periodic and peer analyses of operating and financial performance more difficult, such as gains and losses from the sale of certain real estate assets and impairment write-downs of certain real estate assets.

Our reconciliation of net income (calculated in accordance with GAAP) to Nareit FFO for the three months ended March 31, 2025 and 2024 is as follows (in thousands, except per share amounts):

Three Months Ended March 31,

Our reconciliation of net income (calculated in accordance with GAAP) to Nareit FFO for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands, except per share amounts):

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income attributable to Brixmor Property Group Inc.

2 unchanged sentences

Gain on sale of real estate assets (15,755) (1,814) (18,825) (16,956)

Impairment of real estate assets — 5,280 — 5,280

Nareit FFO $ 171,475 $ 163,809 $ 342,582 $ 327,245

6 unchanged sentences

Considering the nature of our business as a real estate owner and operator, we believe that NOI is useful to investors in measuring the operating performance of our portfolio because the definition excludes various items included in net income that do not relate to, or are not indicative of, the operating performance of our properties, such as lease termination fees, straight-line rental income, net, accretion of below-market leases, net of amortization of above-market leases and tenant inducements, straight-line ground rent expense, net, income or expense associated with our captive insurance company, depreciation and amortization, impairment of real estate assets, general and administrative expense, and other income and expense (including interest expense and gain on sale of real estate assets).

We believe that same property NOI is also useful to investors because it further eliminates disparities in NOI by only including NOI of properties owned for the entirety of both periods presented and excluding properties under development and completed new development properties that have been stabilized for less than one year and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods.

Comparison of the Three Months Ended March 31, 2025 to the Three Months Ended March 31, 2024

Three Months Ended March 31,

2025 2024 Change

development and completed new development properties that have been stabilized for less than one year and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods.

Comparison of the Three and Six Months Ended June 30, 2025 to the Three and Six Months Ended June 30, 2024

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 Change 2025 2024 Change

Number of properties 346 346 — 346 346 —

10 unchanged sentences

The following table provides a reconciliation of net income to same property NOI for the periods presented (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Net income attributable to Brixmor Property Group Inc.

6 unchanged sentences

Depreciation and amortization 103,277 92,018 208,874 183,236

Impairment of real estate assets — 5,280 — 5,280

General and administrative 29,093 29,689 57,266 58,180

7 unchanged sentences

In addition, tariffs may contribute to rising construction and redevelopment costs and tariffs on imported goods may impact many of our tenants, particularly those who rely on international supply chains, by increasing their cost of goods sold or delaying inventory deliveries.

If tenants are unable to pass these increased costs on to customers, it could adversely affect their financial performance and ability to meet lease obligations.

If tenants are

unable to pass these increased costs on to customers, it could adversely affect their financial performance and ability to meet lease obligations.

We believe that many of our existing rental rates are below current market rates for comparable space and that upon renewal or re-leasing, such rates may be increased to be consistent with, or closer to, current market rates, which may also offset certain non-reimbursed inflationary and trade-related expense pressures.

With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations and have entered, and may continue to, enter into interest rate protection agreements that mitigate, but

do not eliminate, the impact of changes in interest rates on our variable rate loans.

With respect to general and administrative costs, we continually seek opportunities to offset inflationary cost pressures through routine evaluations of our spending levels and through ongoing efforts to utilize technology to enhance our operational efficiency.

Recent Tax Legislation

Effective July 4, 2025, certain changes to U.S.

tax law were approved that impact us and our stockholders.

Among other changes, this legislation (i) permanently extended the 20% deduction for "qualified REIT dividends" for individuals and other non-corporate taxpayers under Section 199A of the Internal Revenue Code (the "Code"), (ii) increased the percentage limit under the REIT asset test applicable to taxable REIT subsidiaries ("TRSs") from 20% to 25% for taxable years beginning after December 31, 2025, and (iii) increases the base on which the 30% interest deduction limit under Section 163(j) of the Code applies by excluding depreciation, amortization and depletion from the definition of "adjusted taxable income" (i.e.

based on EBITDA rather than EBIT) for taxable years beginning after December 31, 2024.

Quantitative and Qualitative Disclosures about Market Risk

1 unchanged sentence

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 2. Management’s Discussion and Analysis