What changed in this filing

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Item 1A. Risk Factors

2026-02-09 compared with 2025-02-10 · 47 added, 37 removed, 198 unchanged (30% of the section changed)

5 unchanged sentences

Elevated levels of inflation and/or interest rates could adversely affect us and our tenants.

Although recent inflationary pressures have begun to abate, inflation may increase in the future, and such increases could lead to the Federal Reserve increasing interest rates.

Although recent inflationary pressures have begun to abate, certain price levels have remained high and inflation may increase in the future, and such increases could lead to the Federal Reserve increasing interest rates.

Increases in interest rates could result in higher operating and incremental borrowing costs for us and our tenants.

8 unchanged sentences

Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.

Public health crises could materially and adversely affect our financial condition, operating results, and cash flows.

Public health crises can have repercussions across domestic and global economies and financial markets.

Government responses to such crises, including quarantines, may force our tenants to temporarily close stores, reduce hours, or significantly limit service and may lead to reduced spending by the retail customer, which may result in significant economic contractions and increases in national unemployment.

The direct and indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows.

We may be required to make rent or other concessions and/or incur significant capital expenditures to retain existing tenants or attract new tenants.

37 unchanged sentences

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

A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the

anticipated probability-weighted hold period, are less than the carrying value of the property.

A property’s value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property operating cash flows, taking into account the anticipated probability-weighted hold period, are less than the carrying value of the property.

Impairment charges have an immediate direct impact on our earnings.

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Any of these outcomes could adversely affect our financial condition, operating results, and cash flows.

Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations may adversely affect our financial condition, operating results, and cash flows.

Since 2022, interest rates have been significantly higher than in recent years.

As of December 31, 2024, $500.0 million of borrowings under our Term Loan Facility bear interest at variable rates.

In addition, we had $1.25 billion of available liquidity under our Revolving Facility which would bear interest at variable rates upon borrowing.

When interest rates increase, our debt service obligations on the variable rate indebtedness increase even though the amount borrowed remains the same, and our net income and cash flows correspondingly decrease.

In order to partially mitigate our exposure to interest rate risk, we have entered into interest rate swap agreements on $500.0 million of our variable rate debt, which involve the exchange of variable for fixed rate interest payments.

Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would not result in an increase in annual interest expense.

We may be unable to obtain additional capital through the debt and equity markets on favorable terms or at all.

2 unchanged sentences

Our access to external capital depends upon several factors, including general market conditions, our current and potential future earnings, the market’s perception of our growth potential, our liquidity and leverage ratios, and our cash distributions.

Additionally, since 2022, interest rates have been significantly higher than in recent years.

Increased interest rates negatively affect our ability to efficiently refinance our outstanding

In recent years, interest rates have fluctuated significantly.

Interest rate increases negatively affect our ability to efficiently refinance our outstanding debt.

Consequently, we cannot provide assurance that we will be able to access the debt and equity capital markets on favorable terms or at all.

4 unchanged sentences

or (4) dispose of some of our assets on favorable terms due to an immediate need for capital.

As a result, our financial condition, operating results, and cash flows be adversely impacted.

As a result, our financial condition, operating results, and cash flows could be adversely impacted.

Our variable rate indebtedness subjects us to interest rate risk, and an increase in our debt service obligations may adversely affect our financial condition, operating results, and cash flows.

Since 2022, interest rates have been significantly higher than in recent years.

As of December 31, 2025, $500.0 million of borrowings under our Term Loan Facility bear interest at variable rates.

In addition, we had $1.25 billion of available liquidity under our Revolving Facility which would bear interest at variable rates upon borrowing.

If, in the future, we are not able to effectively mitigate these interest rate risks by utilizing interest rate swaps, that we have historically employed, our access to capital, as well as our financial condition, operating results, and cash flows could be adversely impacted.

Adverse changes in our credit rating could affect our borrowing ability and the terms of existing or new financing.

22 unchanged sentences

The laws also may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.

Finally, we can provide no assurance that we are aware of all potential environmental liabilities or that the environmental studies performed by us have identified or will identify all material environmental conditions that may exist with respect to any of the properties in our Portfolio;

may exist with respect to any of the properties in our Portfolio;

that any previous owner, occupant, or tenant did not create any material environmental condition unknown to us;

7 unchanged sentences

government, awards of damages to private litigants, or both.

We are continually assessing our Portfolio to determine our compliance with the current requirements of the ADA.

We regularly assess our Portfolio to determine our compliance with the current requirements of the ADA.

We are required to comply with the ADA within the common areas of our Portfolio and we may not be able to pass on to our tenants the costs necessary to remediate any common area ADA issues, which could adversely affect our financial condition, operating results, and cash flows.

5 unchanged sentences

These requirements could increase the costs of maintaining or improving the properties in our Portfolio and could also result in increased compliance costs or additional operating restrictions that could adversely impact the businesses of our tenants and their ability to pay rent, which could adversely affect our financial condition, operating results, and cash flows.

We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information or other business disruptions.

We rely extensively on information technology ("IT") systems, including systems through vendors and third parties, to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by, cybersecurity attacks.

These attacks could include attempts to gain unauthorized access to our data and/or IT systems.

Attacks may be undertaken by individuals or may be highly organized attempts by very sophisticated organizations.

We employ a variety of measures to prevent, detect, and mitigate these threats;

however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity attack.

Further, new technologies such as Artificial Intelligence may be more capable at evading these safeguard measures.

A cybersecurity attack, such as a ransomware attack, could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks and IT systems, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result.

A successful attack could also damage our reputation and result in significant remediation costs, regulatory investigations, and potential litigation.

Similarly, our tenants rely extensively on IT systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity attacks, which could impact their ability to pay rent timely or at all.

A cybersecurity attack experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in reputation could adversely affect our financial condition, operating results, and cash flows.

However, we continue to face ongoing and increasing cybersecurity risks which may materially affect us in the future and there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.

Although we maintain insurance that is designed to cover cybersecurity incidents, our coverage may not sufficiently cover all types of losses or claims that may arise or be subject to exclusions.

The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate change, and the economic and reputational impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.

The direct and indirect impact on us and our tenants from severe weather events, including flooding, wildfires, and hurricanes, could adversely affect our financial condition, operating results, and cash flows.

Our properties have been and may in the future be adversely impacted by flooding, wildfires, high winds, and other effects of severe weather conditions that may be caused or exacerbated by climate change.

1 unchanged sentence

Even if these events do not directly impact our properties, they have impacted and may continue to impact us and our tenants through increases in insurance, energy, or other costs.

In addition, the ongoing transition to non-carbon based energy presents certain risks for us and our tenants, including risks related to high energy costs and energy shortages, among other things.

Changes in laws or regulations, including federal, state, or local laws, relating to climate change could result in increased capital expenditures to improve the energy efficiency of our properties.

In addition, changes in laws or regulations, including federal, state, or local laws, relating to reductions in greenhouse gas emissions could result in increased costs and capital expenditures.

Public health crises could materially and adversely affect our financial condition, operating results, and cash flows.

Public health crises can have repercussions across domestic and global economies and financial markets.

The direct and indirect impacts of these crises could adversely affect our financial condition, operating results, and cash flows.

We and our tenants face risks relating to cybersecurity incidents that could cause the loss of confidential information or other business disruptions.

We rely extensively on IT systems, including systems through vendors and third parties, to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by,

cybersecurity incidents.

These incidents or interruptions could include attempts to gain unauthorized access to our data and/or IT systems, computer viruses, cyberattacks (including ransomware, malware, unauthorized access attempts, and denial of service and other unintentional intrusions or malicious cyber-attacks), social engineering (including phishing), or other fraudulent schemes.

Such activities may be undertaken by individuals or may be highly organized attempts by very sophisticated organizations.

We employ a variety of measures to prevent, detect, and mitigate these threats;

however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity incident.

Further, new technologies such as AI may be more capable of evading these safeguard measures.

We employ measures designed to detect such cybersecurity threats, but these threats could become more sophisticated and difficult to detect and counteract, which may present significant risks to the security of our IT systems and data.

A cybersecurity incident could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks and IT systems, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result.

Cybersecurity incidents could also damage our reputation and result in significant remediation costs, regulatory scrutiny or investigations, and potential litigation.

Similarly, our tenants rely extensively on IT systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity incidents, which could impact their ability to pay rent timely or at all.

Cybersecurity incidents experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in reputation could adversely affect our financial condition, operating results, and cash flows.

We continue to face ongoing and increasing cybersecurity risks which may materially affect us in the future and there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.

Increased regulation and enforcement activity of data collection, use, and retention practices, including self-regulation and industry standards, changes in or new laws and regulations, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business, or otherwise harm our business.

Although we maintain insurance that is designed to cover cybersecurity incidents, our coverage may not sufficiently cover all types of losses or claims that may arise or be subject to exclusions.

Furthermore, as cybersecurity incidents increase in frequency and magnitude, we may be unable to obtain insurance in amounts and on terms we view as adequate.

The use of, or inability to use, artificial intelligence by us, our tenants, and/or our vendors presents risks that may adversely impact our business and operating results, the business and operating results of our tenants, or demand for properties in our Portfolio.

We may use artificial intelligence ("AI"), including generative or agentic AI, and/or machine learning tools in our operations.

Our use of AI tools will subject us to risks, including inaccurate or otherwise flawed results that are not easily detectable, misappropriation of intellectual property which may expose us to legal liability, and confidentiality, data privacy, and cybersecurity risks.

Although we implement measures designed to help mitigate these risks, such measures may not always be successful.

Our vendors may use AI tools in their products or services without our knowledge, and the providers of these tools may not meet the evolving regulatory or industry standards for privacy and data protection.

Consequently, this may inhibit our vendors' ability to uphold an appropriate level of service, security, or data privacy.

If we, our vendors, or other third parties with which we conduct business experience an actual or perceived cybersecurity incident due to the use of AI, we may be adversely impacted, lose valuable intellectual property or confidential information, and incur harm to our reputation and the public perception of the effectiveness of our cybersecurity measures.

Risks Related to Our Organization and Structure

1 unchanged sentence

BPG’s investment, financing, and dividend policies and our policies with respect to all other business activities, including strategy and operations, will be determined by BPG’s board of directors.

These policies may be amended or revised at any time and from time to time at the discretion of BPG’s board of directors without a vote of our stockholders.

These policies may be amended or revised at any time and from time to time at the discretion of BPG’s board of directors without a vote of our

stockholders.

BPG’s charter also provides that BPG’s board of directors may revoke or otherwise terminate our REIT election without the approval of BPG’s stockholders if it determines that it is no longer in BPG’s best interests to continue to qualify as a REIT.

43 unchanged sentences

These actions could reduce BPG’s income and amounts available for distribution to its stockholders.

In addition, the REIT provisions of the Code impose a 100% tax on income from "prohibited transactions." Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or other property held for sale to customers in the ordinary course of business.

In addition, the REIT provisions of the Code impose a 100% tax on income from "prohibited transactions." Prohibited transactions generally include sales of assets, other than foreclosure property, which constitute inventory or other property held for sale to customers in the ordinary course of business.

Although BPG does not intend to hold any properties that would be characterized as held for sale to customers in the ordinary course of business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with BPG’s characterization of its properties or that BPG will be able to make use of the otherwise available safe harbors.

16 unchanged sentences

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

What changed 10-K

Item 1A. Risk Factors