What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-04-27 compared with 2025-10-27 · 95 added, 206 removed, 222 unchanged (58% of the section changed)

8 unchanged sentences

Unless stated otherwise or the context otherwise requires, "we," "our," and "us" mean BPG and the Operating Partnership, collectively.

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 September 30, 2025, our portfolio was comprised of 354 shopping centers (the "Portfolio") totaling approximately 63 million square feet of GLA.

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 grocery-anchored community and neighborhood shopping centers.

As of March 31, 2026, our portfolio was comprised of 344 shopping centers (the "Portfolio") totaling approximately 62 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 September 30, 2025, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.

As of March 31, 2026, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.

("TJX"), The Kroger Co.

5 unchanged sentences

Our key strategies to achieve this objective include proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities, and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth.

In addition, as we execute on our key strategies, we do so guided by our purpose-driven Corporate Responsibility strategy.

In addition, as we execute on our key strategies, we do so guided by our Corporate Responsibility strategy.

We believe the following set of competitive advantages positions us to successfully execute on our key strategies:

14 unchanged sentences

Leasing Highlights

As of September 30, 2025, billed and leased occupancy were 90.2% and 94.1%, respectively, as compared to 91.9% and 95.6%, respectively, as of September 30, 2024.

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

For the Three Months Ended September 30, 2025

GLA New ABR PSF (2)

As of March 31, 2026, billed and leased occupancy were 91.4% and 95.1%, respectively, as compared to 90.0% and 94.1%, respectively, as of March 31, 2025.

The following table summarizes our executed leasing activity for the three months ended March 31, 2026 and 2025 (dollars in thousands, except for per square foot ("PSF") amounts):

For the Three Months Ended March 31, 2026

Leases GLA New ABR PSF (2)

Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1)

4 unchanged sentences

Option leases 52 723,831 16.45 — — 8.2 %

For the Three Months Ended September 30, 2024

GLA New ABR PSF (2)

For the Three Months Ended March 31, 2025

Leases GLA New ABR PSF (2)

Tenant Improvements and Allowances PSF Third Party Leasing Commissions PSF Rent Spread (1)

4 unchanged sentences

Option leases 65 952,402 14.41 — — 7.1 %

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

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

(1) 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 nine months ended September 30, 2025 and 2024 (dollars in thousands, except for PSF amounts):

For the Nine Months Ended September 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 1,116 7,350,727 $ 19.51 $ 2.65 $ 2.00 15.7 %

New and renewal leases 939 4,525,014 23.09 4.31 3.24 21.0 %

New leases 354 2,071,613 23.41 8.13 7.07 40.6 %

Renewal leases 585 2,453,401 22.82 1.08 0.02 14.4 %

Option leases 177 2,825,713 13.76 — — 6.1 %

For the Nine Months Ended September 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 1,050 7,044,014 $ 17.60 $ 3.41 $ 2.02 16.6 %

New and renewal leases 885 3,880,223 22.29 6.20 3.66 23.1 %

New leases 360 1,874,583 22.55 11.02 7.48 41.3 %

Renewal leases 525 2,005,640 22.05 1.69 0.09 16.5 %

Option leases 165 3,163,791 11.84 — — 7.1 %

Excludes leases executed for terms of less than one year.

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

(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.

Acquisition Activity

• During the nine months ended September 30, 2025, we acquired one shopping center, one land parcel, and acquired a lease and associated subleases at an existing shopping center for an aggregate purchase price of $229.9 million, including transaction costs and closing credits.

• During the nine months ended September 30, 2024, we acquired three shopping centers and one land parcel for an aggregate purchase price of $81.9 million, including transaction costs and closing credits.

• During the three months ended March 31, 2026, we did not acquire any assets.

• 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.

Disposition Activity

• During the nine months ended September 30, 2025, we disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $122.8 million, resulting in aggregate gain of $58.8 million.

• During the nine months ended September 30, 2024, we 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, 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.

• During the three months ended March 31, 2026, we disposed of four shopping centers for aggregate net proceeds of $105.7 million, resulting in aggregate gain of $52.1 million.

• 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.

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 September 30, 2025 to the Three Months Ended September 30, 2024

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Revenues (in thousands)

Three Months Ended September 30,

Three Months Ended March 31,

2026 2025 $ Change

3 unchanged sentences

Rental income

The increase in rental income for the three months ended September 30, 2025 of $20.6 million, as compared to the corresponding period in 2024, was due to a $12.8 million increase for assets owned for the full period, in addition to a $7.8 million increase due to net transaction activity.

The increase in rental income for the three months ended March 31, 2026 of $17.1 million, as compared to the corresponding period in 2025, was due to a $15.6 million increase for assets owned for the full period, in addition to a $1.5 million increase due to net transaction activity.

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

(i) a $9.3 million increase in base rent;

(ii) a $2.5 million increase in ancillary and other rental income;

(iii) a $2.2 million increase in accretion of below-market leases, net of amortization of above-market leases and tenant inducements;

(iv) a $1.8 million increase in rental income associated with revenues deemed uncollectible;

(v) a $1.4 million increase in straight-line rental income, net;

and (vi) a $1.3 million increase in expense reimbursements;

partially offset by (vii) a $0.6 million decrease in lease termination fees;

and (viii) a $0.1 million decrease in percentage rents.

The $4.3 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 15.7% during the nine months ended September 30, 2025 and 16.5% during the year ended December 31, 2024.

Other revenues

The decrease in other revenues for the three months ended September 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)

Three Months Ended September 30,

2025 2024 $ Change

Operating expenses

Operating costs $ 38,891 $ 36,442 $ 2,449

Real estate taxes 45,455 42,902 2,553

Depreciation and amortization 103,234 94,829 8,405

Impairment of real estate assets 16,075 5,863 10,212

General and administrative 26,772 30,250 (3,478)

Total operating expenses $ 230,427 $ 210,286 $ 20,141

Operating costs

The increase in operating costs for the three months ended September 30, 2025 of $2.4 million, as compared to the corresponding period in 2024, was due to a $1.3 million increase due to net transaction activity in addition to a $1.1 million increase in operating costs for assets owned for the full period, primarily due to an increase in insurance and utilities.

Real estate taxes

The increase in real estate taxes for the three months ended September 30, 2025 of $2.6 million, as compared to the corresponding period in 2024, was due to a $1.3 million increase in real estate taxes for assets owned for the full period in addition to a $1.3 million increase due to net transaction activity.

The $1.3 million increase for the assets owned for the full period is primarily due to an increase in current year assessments.

Depreciation and amortization

The increase in depreciation and amortization for the three months ended September 30, 2025 of $8.4 million, as compared to the corresponding period in 2024, was due to an $8.2 million increase due to net transaction activity in

addition to a $0.2 million increase for assets owned for the full period, primarily due to an increase in capital expenditures, partially offset by a decrease in accelerated depreciation and amortization related to tenant move-outs.

Impairment of real estate assets

During the three months ended September 30, 2025, aggregate impairment of $16.1 million was recognized on one operating property.

During the three months ended September 30, 2024, aggregate impairment of $5.9 million was recognized on one land parcel, 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 $3.5 million for the three months ended September 30, 2025, as compared to the corresponding period in 2024, was primarily due to a decrease in net compensation costs.

During the three months ended September 30, 2025 and 2024, construction compensation costs of $3.7 million and $4.5 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.3 million and $0.8 million, respectively, and leasing commission costs of $1.8 million and $2.0 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

Three Months Ended September 30,

2025 2024 $ Change

Other income (expense)

Dividends and interest $ 1,191 $ 5,289 $ (4,098)

Interest expense (56,680) (55,410) (1,270)

Gain on sale of real estate assets 40,018 37,018 3,000

Gain (loss) on extinguishment of debt, net — 273 (273)

Other (703) (726) 23

Total other expense $ (16,174) $ (13,556) $ (2,618)

Dividends and interest

The decrease in dividends and interest for the three months ended September 30, 2025 of $4.1 million, as compared to the corresponding period in 2024, was primarily due to a decrease in interest income associated with lower average 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 September 30, 2025 of $1.3 million, as compared to the corresponding period in 2024, was primarily due to a higher weighted average interest rate, partially offset by lower weighted average debt obligations.

Gain on sale of real estate assets

During the three months ended September 30, 2025, seven shopping centers were disposed of, resulting in aggregate gain of $40.0 million.

During the three months ended September 30, 2024, two shopping centers and three partial shopping centers were disposed of, resulting in aggregate gain of $37.0 million.

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

Gain (loss) on extinguishment of debt, net

During the three months ended September 30, 2024, we repurchased $37.7 million of the $670.0 million 3.85% Senior Notes due 2025 (the "2025 Notes") then outstanding, resulting in a $0.3 million gain on extinguishment of debt.

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

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

Revenues (in thousands)

Nine Months Ended September 30,

2025 2024 $ Change

Rental income $ 1,017,256 $ 955,065 $ 62,191

Other revenues 591 1,547 (956)

Total revenues $ 1,017,847 $ 956,612 $ 61,235

Rental income

The increase in rental income for the nine months ended September 30, 2025 of $62.2 million, as compared to the corresponding period in 2024, was due to a $42.3 million increase for assets owned for the full period, in addition to a $19.9 million increase due to net transaction activity.

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

(i) an $18.7 million increase in base rent;

(ii) a $3.3 million increase in expense reimbursements;

(iii) a $2.5 million increase in ancillary and other rental income;

(iv) a $2.8 million increase in straight-line rental income, net;

(v) a $2.6 million increase in lease termination fees;

(iv) a $1.0 million increase in percentage rents;

(v) a $0.8 million increase in rental income associated with revenues deemed uncollectible;

and (vi) a $0.6 million increase in accretion of below-market leases, net of amortization of above-market leases and tenant inducements;

partially offset by (vii) a $1.8 million decrease in rental income associated with revenues deemed uncollectible;

and (viii) a $0.1 million decrease in percentage rents.

The $18.7 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 15.7% during the nine months ended September 30, 2025 and 16.5% during the year ended December 31, 2024.

partially offset by (vii) a $1.7 million decrease in lease termination fees;

and (viii) a $0.2 million decrease in straight-line rental income, net.

The $9.3 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 19.0% during the three months ended March 31, 2026 and 16.4% during the year ended December 31, 2025, and an increase in weighted average billed occupancy.

Other revenues

The decrease in other revenues for the nine months ended September 30, 2025 of $1.0 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 March 31, 2026, as compared to the corresponding period in 2025.

Operating Expenses (in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 $ Change

3 unchanged sentences

Depreciation and amortization 105,202 105,597 (395)

Impairment of real estate assets 16,075 11,143 4,932

General and administrative 28,192 28,173 19

1 unchanged sentence

Operating costs

The increase in operating costs for the nine months ended September 30, 2025 of $7.5 million, as compared to the corresponding period in 2024, was due to a $5.4 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, utilities and insurance, in addition to a $2.1 million increase due to net transaction activity.

The increase in operating costs for the three months ended March 31, 2026 of $2.7 million, as compared to the corresponding period in 2025, was due to a $2.2 million increase in operating costs for assets owned for the full period in addition to a $0.5 million increase due to net transaction activity.

The $2.2 million increase for assets owned for the full period was primarily due to an increase in utilities, repairs and maintenance, and insurance.

Real estate taxes

The increase in real estate taxes for the nine months ended September 30, 2025 of $13.2 million, as compared to the corresponding period in 2024, was due to a $10.4 million increase in real estate taxes for assets owned for the full period and a $2.8 million increase due to net transaction activity.

The $10.4 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, partially offset by an increase in real estate tax refunds.

The increase in real estate taxes for the three months ended March 31, 2026 of $0.5 million, as compared to the corresponding period in 2025, was due to a $0.3 million increase in real estate taxes for assets owned for the full period in addition to a $0.2 million increase due to net transaction activity.

The $0.3 million increase for the assets owned for the full period was primarily due to an increase in current year assessments, partially offset by a decrease in unfavorable adjustments related to prior year assessments.

Depreciation and amortization

The increase in depreciation and amortization for the nine months ended September 30, 2025 of $34.0 million, as compared to the corresponding period in 2024, was due to a $22.5 million increase due to net transaction activity and an $11.5 million increase for assets owned for the full period.

The $11.5 million increase for assets owned for the full period is 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 nine months ended September 30, 2025, aggregate impairment of $16.1 million was recognized on one operating property.

During the nine months ended September 30, 2024, aggregate impairment of $11.1 million was recognized on one partial shopping center and one land parcel, as a result of disposition activity, and two operating properties.

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

The decrease in depreciation and amortization for the three months ended March 31, 2026 of $0.4 million, as compared to the corresponding period in 2025, was due to a $6.1 million decrease for assets owned for the full period, partially offset by a $5.7 million increase due to net transaction activity.

The $6.1 million decrease for assets owned for the full period was primarily due to a decrease in accelerated depreciation and amortization due to higher tenant move outs in the prior period, partially offset by an increase from capital expenditures.

General and administrative

The decrease in general and administrative costs of $4.4 million for the nine months ended September 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 nine months ended September 30, 2025 and 2024, construction compensation costs of $12.3 million and $14.4 million, respectively, were capitalized to building and improvements and leasing legal costs of $1.2 million and $2.5 million, respectively, and leasing commission costs of $5.8 million and $6.0 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

General and administrative costs remained generally consistent for the three months ended March 31, 2026, as compared to the corresponding period in 2025.

During the three months ended March 31, 2026 and 2025, construction compensation costs of $4.0 million and $4.5 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.4 million and $0.3 million, respectively, and leasing commission costs of $2.2 million and $1.8 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 $ Change

3 unchanged sentences

Gain on sale of real estate assets 52,097 3,070 49,027

Gain (loss) on extinguishment of debt, net (296) 554 (850)

Other (2,261) (593) (1,668)

1 unchanged sentence

Dividends and interest

The decrease in dividends and interest for the nine months ended September 30, 2025 of $11.7 million, as compared to the corresponding period in 2024, was primarily due to a decrease in interest income associated with lower average cash and cash equivalent balances and a lower weighted average interest rate return.

The increase in dividends and interest for the three months ended March 31, 2026 of $1.5 million, as compared to the corresponding period in 2025, was primarily due to an increase in interest income associated with higher average cash and cash equivalent balances partially offset by a lower weighted average interest rate return.

Interest expense

The increase in interest expense for the nine months ended September 30, 2025 of $4.6 million, as compared to the corresponding period in 2024, was primarily due to a higher weighted average interest rate, partially offset by lower weighted average debt obligations.

The increase in interest expense for the three months ended March 31, 2026 of $5.3 million, as compared to the corresponding period in 2025, was primarily due to higher weighted average debt obligations and weighted average interest rate.

Gain on sale of real estate assets

During the nine months ended September 30, 2025, ten shopping centers and four partial shopping centers were disposed of, resulting in aggregate gain of $58.8 million.

During the nine months ended September 30, 2024, five shopping centers, three partial shopping centers, and one land parcel were disposed of, resulting in aggregate gain of $52.1 million.

Gain (loss) on extinguishment of debt, net

During the nine months ended September 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 nine months ended September 30, 2024, we repurchased $67.7 million of the $700.0 million 2025 Notes then outstanding, resulting in a $0.6 million gain on extinguishment of debt.

The increase in other expense for the nine months ended September 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.

During the three months ended March 31, 2026, four shopping centers were disposed of, resulting in aggregate gain of $52.1 million.

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.

The increase in other expense for the three months ended March 31, 2026 of $1.7 million, as compared to the corresponding period in 2025, 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;

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

• issuance of long-term debt;

• dispositions;

• issuance of equity securities.

• issuance of equity securities, including any settlement of forward sale contracts.

• debt repayments;

9 unchanged sentences

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 September 30, 2025, we had $1.63 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $376.5 million of cash, cash equivalents and restricted cash.

As of March 31, 2026, we had $1.79 billion of available liquidity, including $1.25 billion available under our Revolving Facility, $424.6 million of cash, cash equivalents and restricted cash, and $115.1 million anticipated net proceeds available under unsettled forward equity contracts.

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

Material Cash Requirements

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

Our expected material cash requirements for the twelve months ended March 31, 2027 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 September 30, 2025 (dollars in millions):

Contractually Obligated Expenditures Twelve

September 30, 2026 Thereafter

March 31, 2027 Thereafter

Debt maturities (1)

1 unchanged sentence

Interest payments (1)(2)

233.2 1,013.0

Operating leases 6.0 121.3

1 unchanged sentence

(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 September 30, 2025.

(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of March 31, 2026.

"Quantitative and Qualitative Disclosures about Market Risk" in our Annual Report on Form 10-K for the year ended December 31, 2025 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 third and fourth quarters of 2025:

Quarter 2025 Fourth

The following table summarizes our dividend activity for the first and second quarters of 2026:

Quarter 2026 Second

Dividend declared per common share $ 0.3075 $ 0.3075

Dividend declaration date July 23, 2025 October 22, 2025

Dividend record date October 2, 2025 January 5, 2026

Dividend payable date October 15, 2025 January 15, 2026

Dividend declaration date February 4, 2026 April 22, 2026

Dividend record date April 2, 2026 July 2, 2026

Dividend payable date April 15, 2026 July 15, 2026

Opportunistic Expenditures

8 unchanged sentences

Brixmor Property Group Inc .

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 $ Change

Net cash provided by operating activities $ 141,184 $ 130,088 $ 11,096

Net cash used in investing activities (353,750) (196,184) (157,566)

Net cash provided by (used in) financing activities (128,245) 160,213 (288,458)

Net cash provided by (used in) investing activities 35,387 (63,459) 98,846

Net cash used in financing activities (113,534) (337,893) 224,359

Net change in cash, cash equivalents and restricted cash 63,037 (271,264) 334,301

2 unchanged sentences

Brixmor Operating Partnership LP

Nine Months Ended September 30,

Three Months Ended March 31,

2026 2025 $ Change

Net cash provided by operating activities $ 141,184 $ 130,088 $ 11,096

Net cash used in investing activities (353,750) (196,184) (157,566)

Net cash provided by (used in) financing activities (128,118) 159,553 (287,671)

Net cash provided by (used in) investing activities 35,387 (63,459) 98,846

Net cash used in financing activities (113,533) (338,317) 224,784

Net change in cash, cash equivalents and restricted cash 63,038 (271,688) 334,726

3 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 nine months ended September 30, 2025, our net cash provided by operating activities increased $10.3 million as compared to the corresponding period in 2024.

During the three months ended March 31, 2026, our net cash provided by operating activities increased $11.1 million as compared to the corresponding period in 2025.

The increase was primarily due to (i) an increase in same property net operating income;

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

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

(iv) an increase in lease termination fees;

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

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

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

(ii) a decrease in cash outflows for interest expense;

and (iii) an increase in cash inflows for dividends and interest income;

partially offset by (iv) a decrease in cash from net working capital;

(v) a decrease in lease termination fees;

(vi) an increase in cash outflows for G&A expense;

and (vii) a decrease in net operating income due to net transaction activity and other non-same property net operating income.

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 nine months ended September 30, 2025, our net cash used in investing activities increased $157.6 million as compared to the corresponding period in 2024.

The increase was primarily due to (i) an increase of $148.0 million in acquisitions of real estate assets;

(ii) a decrease of $19.1 million in net proceeds from sales of real estate assets;

and (iii) a decrease of $0.4 million in sales of marketable securities, net of purchases;

partially offset by (iii) a

decrease of $9.9 million in improvements to and investments in real estate assets.

Net cash provided by (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, 2026, our net cash provided by (used in) investing activities increased $98.8 million as compared to the corresponding period in 2025.

The increase was primarily due to (i) an increase of $84.0 million in net proceeds from sales of real estate assets;

(ii) a decrease of $11.5 million in improvements to and investments in real estate assets;

(iii) a decrease of $3.1 million in acquisitions of real estate assets;

decrease of $0.2 million in purchases of marketable securities, net of sales.

Improvements to and investments in real estate assets

During the nine months ended September 30, 2025 and 2024, we expended $245.5 million and $255.4 million, respectively, on improvements to and investments in real estate assets.

Included in these amounts are insurance proceeds of $5.4 million and $4.5 million, respectively, which were received during the nine months ended September 30, 2025 and 2024.

During the three months ended March 31, 2026 and 2025, we expended $71.0 million and $82.5 million, respectively, on improvements to and investments in real estate assets.

Included in these amounts are insurance proceeds of $0.5 million and $0.6 million, respectively, which were received during the three months ended March 31, 2026 and 2025.

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

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In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing reinvestment opportunities.

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 September 30, 2025, we had 35 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $375.3 million, of which $210.9 million had been incurred as of September 30, 2025.

Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers.

As of March 31, 2026, we had 39 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $302.4 million, of which $110.1 million had been incurred as of March 31, 2026.

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

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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 nine months ended September 30, 2025, we acquired one shopping center, one land parcel, and acquired a lease and associated subleases at an existing shopping center for an aggregate purchase price of $229.9 million, including transaction costs and closing credits.

During the nine months ended September 30, 2024, we acquired three shopping centers and one land parcel for an aggregate purchase price of $81.9 million, including transaction costs and closing credits.

During the three months ended March 31, 2026, we did not acquire any assets.

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.

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 nine months ended September 30, 2025, we disposed of ten shopping centers and four partial shopping centers for aggregate net proceeds of $122.8 million.

During the nine months ended September 30, 2024, we disposed of five shopping centers, four partial shopping centers, and two land parcels for aggregate net proceeds of $140.0 million.

During the three months ended March 31, 2026, we disposed of four shopping centers for aggregate net proceeds of $105.7 million.

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.

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 nine months ended September 30, 2025, our net cash provided by (used in) financing activities decreased $288.5 million as compared to the corresponding period in 2024.

The decrease was primarily due to (i) a $243.8 million increase in debt repayments, net of borrowings;

(ii) a $19.5 million decrease in issuances of common stock;

(iii) a $17.4 million increase in distributions to our common stockholders;

and (iv) an $8.5 million increase in deferred financing costs;

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

Net cash 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, 2026, our net cash used in financing activities decreased $224.4 million as compared to the corresponding period in 2025.

The decrease was primarily due to (i) a $233.0 million decrease in debt repayments, net of borrowings;

and (ii) a $3.5 million decrease in deferred financing costs;

partially offset by (iii) a $7.4 million increase in distributions to our common stockholders;

and (iv) a $4.7 million increase in repurchases of common stock.

Non-GAAP Performance Measures

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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.

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.

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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 and nine months ended September 30, 2025 and 2024 is as follows (in thousands, except per share amounts):

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

2025 2024 2025 2024

Our reconciliation of net income (calculated in accordance with GAAP) to Nareit FFO for the three months ended March 31, 2026 and 2025 is as follows (in thousands, except per share amounts):

Three Months Ended March 31,

Net income attributable to Brixmor Property Group Inc.

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Gain on sale of real estate assets (52,097) (3,070)

Impairment of real estate assets 16,075 5,863 16,075 11,143

Nareit FFO $ 179,572 $ 171,107

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Same property NOI excludes (i) lease termination fees, (ii) straight-line rental income, net, (iii) accretion of below-market leases, net of amortization of above-market leases and tenant inducements, (iv) straight-line ground rent expense, net, (v) income or expense associated with our captive insurance company, (vi) depreciation and amortization, (vii) impairment of real estate assets, (viii) general and administrative expense, and (ix) other income and expense (including interest expense and gain on sale of real estate assets).

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

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 and Nine Months Ended September 30, 2025 to the Three and Nine Months Ended September 30, 2024

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

2025 2024 Change 2025 2024 Change

Comparison of the Three Months Ended March 31, 2026 to the Three Months Ended March 31, 2025

Three Months Ended March 31,

2026 2025 Change

Number of properties 338 338 —

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

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

2025 2024 2025 2024

Three Months Ended March 31,

Net income attributable to Brixmor Property Group Inc.

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Depreciation and amortization 105,202 105,597

Impairment of real estate assets 16,075 5,863 16,075 11,143

General and administrative 28,192 28,173

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Same property NOI $ 245,474 $ 230,612

We continue to monitor the impacts of inflation on our operating and financial performance.

Although recent inflationary pressures have begun to abate, inflation may increase in the future, and recent tariff activity has introduced additional uncertainty into the macroeconomic environment.

We continue to monitor the impacts of inflation and tariffs on our operating and financial performance.

With respect to our shopping centers, our long-term leases generally contain provisions designed to mitigate the adverse impact of inflation, including contractual rent escalations and requirements for tenants to pay a portion of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, thereby reducing our exposure to increases in property operating expenses resulting from inflation.

However, we have exposure to increases in certain non-reimbursable property operating expenses, including expenses incurred on vacant units.

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.

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.

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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.

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.

Quantitative and Qualitative Disclosures about Market Risk

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What changed 10-Q

Item 2. Management’s Discussion and Analysis