What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-10-26 compared with 2026-07-27 · 141 added, 126 removed, 296 unchanged (47% 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 grocery-anchored community and neighborhood shopping centers.

As of June 30, 2026, our portfolio was comprised of 346 shopping centers (the "Portfolio") totaling approximately 63 million square feet of GLA.

As of September 30, 2026, our portfolio was comprised of 345 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 June 30, 2026, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.

As of September 30, 2026, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc.

("TJX"), The Kroger Co.

15 unchanged sentences

Our management team has deep industry knowledge and well-established relationships with retailers, brokers, and vendors through many years of operational and transactional experience, as well as significant capital markets capabilities and expertise in executing value-enhancing reinvestment opportunities.

Pending Slate Grocery REIT Transaction and Everview Joint Venture

On September 27, 2026, a new joint venture (the "Everview JV") between the Operating Partnership and funds affiliated with Everview Partners, L.P.

("Everview") entered into certain agreements pursuant to which the Everview JV agreed to acquire Slate Grocery REIT ("Slate"), the owner and operator of a portfolio of U.S.

shopping centers (the "Slate Transaction").

Upon the expected closing of the Slate Transaction, the Company will effectively acquire a portfolio of 23 grocery-anchored shopping centers, representing a 100% interest in 22 centers and a 50% interest in one center (together, the "Brixmor Portfolio") for $636 million, and the Everview JV will acquire the remaining 92 assets (the "JV Portfolio") for $1.71 billion.

The Operating Partnership and Everview have entered into an interim investors agreement related to the Everview JV that provides, among other things, that each party will negotiate in good faith to enter into, upon or prior to the expected closing of the Slate Transaction, a joint venture agreement consistent with an agreed upon term sheet.

Such term sheet addresses the material terms of the joint venture, including:

• that the Operating Partnership will control all decisions related to, and be entitled to all the economic rights associated with, the Brixmor Portfolio;

• that Everview will have an 80% common interest in the JV Portfolio and the Operating Partnership will have a 20% common interest in the JV Portfolio;

• that the Operating Partnership will serve as the managing member of the Everview JV, will manage the JV Portfolio and will be entitled to fees for its services;

• that in addition to contributing its 20% portion of the cash purchase price allocable to the JV Portfolio, expected to be approximately $112 million, the Operating Partnership will make a preferred equity investment of approximately $174 million in the Everview JV, with a 9% preferential annual dividend.

The consummation of the Slate Transaction is subject to customary closing conditions including approval by Slate unitholders.

We expect the closing of the Slate Transaction, if approved by Slate unitholders, to occur in the first quarter of 2027.

Factors That May Influence Our Future Results

5 unchanged sentences

Leasing Highlights

As of June 30, 2026, billed and leased occupancy were 90.4% and 94.8%, respectively, as compared to 89.7% and 94.2%, respectively, as of June 30, 2025.

The following table summarizes our executed leasing activity for the three months ended June 30, 2026 and 2025 (dollars in thousands, except for per square foot ("PSF") amounts):

For the Three Months Ended June 30, 2026

As of September 30, 2026, billed and leased occupancy were 91.4% and 95.6%, respectively, as compared to 90.2% and 94.1%, respectively, as of September 30, 2025.

The following table summarizes our executed leasing activity for the three months ended September 30, 2026 and 2025 (dollars in thousands, except for per square foot ("PSF") amounts):

For the Three Months Ended September 30, 2026

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

4 unchanged sentences

Option leases 66 1,270,475 14.16 — — 7.2 %

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

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

7 unchanged sentences

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

The following table summarizes our executed leasing activity for the six months ended June 30, 2026 and 2025 (dollars in thousands, except for PSF amounts):

For the Six Months Ended June 30, 2026

The following table summarizes our executed leasing activity for the nine months ended September 30, 2026 and 2025 (dollars in thousands, except for PSF amounts):

For the Nine Months Ended September 30, 2026

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

4 unchanged sentences

Option leases 185 3,103,776 15.34 — — 7.5 %

For the Six Months Ended June 30, 2025

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)

8 unchanged sentences

Acquisition Activity

• During the six months ended June 30, 2026, we acquired four shopping centers for an aggregate purchase price of $164.2 million, including transaction costs and closing credits.

• 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 nine months ended September 30, 2026, we acquired five shopping centers for an aggregate purchase price of $213.7 million, including transaction costs and closing credits.

• 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.

Disposition Activity

• During the six months ended June 30, 2026, we disposed of six shopping centers for aggregate net proceeds of $120.5 million, resulting in aggregate gain of $59.8 million.

In addition, during the six months ended June 30, 2026, we received aggregate net proceeds of $2.3 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 $2.1 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 nine months ended September 30, 2026, we disposed of eight shopping centers for aggregate net proceeds of $161.3 million, resulting in aggregate gain of $68.7 million and aggregate impairment of $6.7 million.

In addition, during the nine months ended September 30, 2026, we received aggregate net proceeds of $2.3 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 $2.1 million.

• 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.

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 June 30, 2026 to the Three Months Ended June 30, 2025

Comparison of the Three Months Ended September 30, 2026 to the Three Months Ended September 30, 2025

Revenues (in thousands)

Three Months Ended June 30,

Three Months Ended September 30,

2026 2025 $ Change

3 unchanged sentences

Rental income

The increase in rental income for the three months ended June 30, 2026 of $14.5 million, as compared to the corresponding period in 2025, was due to a $12.8 million increase for assets owned for the full period, in addition to a $1.7 million increase due to net transaction activity.

The increase in rental income for the three months ended September 30, 2026 of $17.9 million, as compared to the corresponding period in 2025, was due to a $16.4 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 $10.3 million increase in base rent;

(i) an $11.3 million increase in base rent;

(ii) a $5.6 million increase in expense reimbursements;

1 unchanged sentence

(iv) a $1.4 million increase in ancillary and other rental income;

and (v) a $0.7 million increase in rental income associated with revenues deemed uncollectible;

and (v) a $0.7 million increase in percentage rents;

partially offset by (vi) a $2.7 million decrease in straight-line rental income, net;

(vii) a $2.6 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements;

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

The $10.3 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 15.9% during the six months ended June 30, 2026 and 16.4% during the year ended December 31, 2025, and an increase in weighted average billed occupancy.

and (viii) a $0.7 million decrease in rental income associated with revenues deemed uncollectible.

The $11.3 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 16.5% during the nine months ended September 30, 2026 and 16.4% during the year ended December 31, 2025, and an increase in weighted average billed occupancy.

Other revenues

The increase in other revenues of $0.2 million for the three months ended June 30, 2026, as compared to the corresponding period in 2025, was primarily due to an increase in tax increment financing income.

The increase in other revenues of $0.8 million for the three months ended September 30, 2026, as compared to the corresponding period in 2025, was primarily due to an increase in tax increment financing income.

Operating Expenses (in thousands)

Three Months Ended June 30,

Three Months Ended September 30,

2026 2025 $ Change

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Operating costs

The increase in operating costs for the three months ended June 30, 2026 of $4.4 million, as compared to the corresponding period in 2025, was due to a $3.7 million increase in operating costs for assets owned for the full period in addition to a $0.7 million increase due to net transaction activity.

The $3.7 million increase for assets owned for the full period was primarily due to an increase in repairs and maintenance, utilities, and insurance.

The increase in operating costs for the three months ended September 30, 2026 of $2.0 million, as compared to the corresponding period in 2025, was due to a $1.7 million increase in operating costs for assets owned for the full period in addition to a $0.3 million increase due to net transaction activity.

The $1.7 million increase for assets owned for the full period was primarily due to an increase in repairs and maintenance.

Real estate taxes

The increase in real estate taxes for the three months ended June 30, 2026 of $0.7 million, as compared to the corresponding period in 2025, was due to a $0.6 million increase in real estate taxes for assets owned for the full period in addition to a $0.1 million increase due to net transaction activity.

The increase in real estate taxes for the three months ended September 30, 2026 of $0.8 million, as compared to the corresponding period in 2025, was due to a $1.3 million increase in real estate taxes for assets owned for the full period partially offset by a $0.5 million decrease due to net transaction activity.

The $1.3 million increase for the assets owned for the full period was primarily due to changes in property assessments.

Depreciation and amortization

The increase in depreciation and amortization for the three months ended June 30, 2026 of $7.0 million, as compared to the corresponding period in 2025, was due to a $6.3 million increase due to net transaction activity in

addition to a $0.7 million increase for assets owned for the full period.

The $0.7 million increase for assets owned for the full period was primarily due to an increase from capital expenditures.

The increase in depreciation and amortization for the three months ended September 30, 2026 of $3.2 million, as compared to the corresponding period in 2025, was due to a $5.0 million increase due to net transaction activity partially offset by a $1.8 million decrease for assets owned for the full period.

The $1.8 million decrease for assets owned for the full period was primarily due to a decrease in accelerated depreciation and amortization related to tenant move-outs in the prior period.

Impairment of real estate assets

During the three months ended June 30, 2026, aggregate impairment of $6.0 million was recognized on one operating property.

During the three months ended September 30, 2026, aggregate impairment of $0.7 million was recognized on one shopping center as a result of disposition activity.

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

Impairments were recognized 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 for the three months ended June 30, 2026 of $1.2 million, as compared to the corresponding period in 2025, was primarily due to a decrease in net compensation costs.

During the three months ended June 30, 2026 and 2025, construction compensation costs of $3.8 million and $4.1 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.4 million and $0.6 million, respectively, and leasing commission costs of $1.6 million and $2.2 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

General and administrative costs remained generally consistent for the three months ended September 30, 2026, as compared to the corresponding period in 2025.

During the three months ended September 30, 2026 and 2025, construction compensation costs of $4.0 million and $3.7 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.3 million and $0.3 million, respectively, and leasing commission costs of $1.7 million and $1.8 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

Three Months Ended June 30,

Three Months Ended September 30,

2026 2025 $ Change

3 unchanged sentences

Gain on sale of real estate assets 8,863 40,018 (31,155)

Loss on extinguishment of debt, net — (296) 296

Other (889) (703) (186)

1 unchanged sentence

Dividends and interest

The increase in dividends and interest for the three months ended June 30, 2026 of $2.7 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.

The increase in dividends and interest for the three months ended September 30, 2026 of $0.2 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 three months ended June 30, 2026 of $6.5 million, as compared to the corresponding period in 2025, was primarily due to higher weighted average debt obligations and weighted average interest rate.

The increase in interest expense for the three months ended September 30, 2026 of $2.5 million, as compared to the corresponding period in 2025, was primarily due to a higher weighted average interest rate and weighted average debt obligations.

Gain on sale of real estate assets

During the three months ended June 30, 2026, two shopping centers were disposed of, resulting in aggregate gain of $7.4 million.

In addition, during the three months ended June 30, 2026, we received aggregate net proceeds of $2.6 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 $2.4 million.

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.

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.

Other expense remained generally consistent for the three months ended June 30, 2026, as compared to the corresponding period in 2025.

Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025

During the three months ended September 30, 2026, one shopping center was disposed of, resulting in aggregate gain of $8.9 million.

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

Other expense remained generally consistent for the three months ended September 30, 2026, as compared to the corresponding period in 2025.

Comparison of the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025

Revenues (in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

2026 2025 $ Change

3 unchanged sentences

Rental income

The increase in rental income for the six months ended June 30, 2026 of $31.6 million, as compared to the corresponding period in 2025, was due to a $28.6 million increase for assets owned for the full period, in addition to a $3.0 million increase due to net transaction activity.

The increase in rental income for the nine months ended September 30, 2026 of $49.5 million, as compared to the corresponding period in 2025, was due to a $44.0 million increase for assets owned for the full period in addition to a $5.5 million increase due to net transaction activity.

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

(i) a $30.8 million increase in base rent;

(ii) an $8.4 million increase in expense reimbursements;

(ii) a $13.8 million increase in expense reimbursements;

(iii) a $5.1 million increase in ancillary and other rental income;

(iv) a $1.5 million increase in rental income associated with revenues deemed uncollectible;

and (v) a $1.0 million increase in percentage rents;

partially offset by (vi) a $4.8 million decrease in straight-line rental income, net;

(vii) a $0.8 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements;

and (viii) a $0.2 million decrease in lease termination fees.

The $19.7 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 15.9% during the six months ended June 30, 2026 and 16.4% during the year ended December 31, 2025, and an increase in weighted average billed occupancy.

(iv) a $3.2 million increase in lease termination fees;

(v) a $1.6 million increase in percentage rents;

and (vi) a $0.7 million increase in rental income associated with revenues deemed uncollectible;

partially offset by (vii) a $7.8 million decrease in straight-line rental income, net;

and (viii) a $3.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements.

The $30.8 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 16.5% during the nine months ended September 30, 2026 and 16.4% during the year ended December 31, 2025, and an increase in weighted average billed occupancy.

Other revenues

The increase in other revenues of $0.4 million for the six months ended June 30, 2026, as compared to the corresponding period in 2025, was primarily due to an increase in tax increment financing income.

The increase in other revenues of $1.3 million for the nine months ended September 30, 2026, as compared to the corresponding period in 2025, was primarily due to an increase in tax increment financing income.

Operating Expenses (in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

2026 2025 $ Change

7 unchanged sentences

Operating costs

The increase in operating costs for the six months ended June 30, 2026 of $7.1 million, as compared to the corresponding period in 2025, was due to a $5.9 million increase in operating costs for assets owned for the full period in addition to a $1.2 million increase due to net transaction activity.

The increase in operating costs for the nine months ended September 30, 2026 of $9.1 million, as compared to the corresponding period in 2025, was due to a $7.4 million increase in operating costs for assets owned for the full period in addition to a $1.7 million increase due to net transaction activity.

The $7.4 million increase for assets owned for the full period was primarily due to an increase in repairs and maintenance, utilities, and insurance.

Real estate taxes

The increase in real estate taxes for the six months ended June 30, 2026 of $1.2 million, as compared to the corresponding period in 2025, was due to a $1.0 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 increase in real estate taxes for the nine months ended September 30, 2026 of $2.1 million, as compared to the corresponding period in 2025, was due to a $2.1 million increase in real estate taxes for assets owned for the full period partially offset by a less than $0.1 million decrease due to net transaction activity.

The $2.1 million increase for the assets owned for the full period was primarily due to changes in property assessments.

Depreciation and amortization

The increase in depreciation and amortization for the six months ended June 30, 2026 of $6.6 million, as compared to the corresponding period in 2025, was due to an $11.9 million increase due to net transaction activity partially

offset by a $5.3 million decrease for assets owned for the full period.

The $5.3 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.

The increase in depreciation and amortization for the nine months ended September 30, 2026 of $9.8 million, as compared to the corresponding period in 2025, was due to a $17.1 million increase due to net transaction activity partially offset by a $7.3 million decrease for assets owned for the full period.

The $7.3 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.

Impairment of real estate assets

During the six months ended June 30, 2026 aggregate impairment of $6.0 million was recognized on one operating property.

During the nine months ended September 30, 2026 aggregate impairment of $6.7 million was recognized on one shopping center as a result of disposition activity.

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

Impairments were recognized 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 for the six months ended June 30, 2026 of $1.2 million, as compared to the corresponding period in 2025, was primarily due to a decrease in net compensation costs.

During the six months ended June 30, 2026 and 2025, construction compensation costs of $7.9 million and $8.6 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.8 million and $0.9 million, respectively, and leasing commission costs of $3.8 million and $4.0 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

General and administrative costs remained generally consistent for the nine months ended September 30, 2026, as compared to the corresponding period in 2025.

During the nine months ended September 30, 2026 and 2025, construction compensation costs of $11.9 million and $12.3 million, respectively, were capitalized to building and improvements and leasing legal costs of $1.1 million and $1.2 million, respectively, and leasing commission costs of $5.5 million and $5.8 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

2026 2025 $ Change

7 unchanged sentences

Dividends and interest

The increase in dividends and interest for the six months ended June 30, 2026 of $4.2 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.

The increase in dividends and interest for the nine months ended September 30, 2026 of $4.4 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 six months ended June 30, 2026 of $11.8 million, as compared to the corresponding period in 2025, was primarily due to higher weighted average debt obligations and weighted average interest rate.

The increase in interest expense for the nine months ended September 30, 2026 of $14.3 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 six months ended June 30, 2026, six shopping centers were disposed of, resulting in aggregate gain of $59.8 million.

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 nine months ended September 30, 2026, seven shopping centers were disposed of, resulting in aggregate gain of $68.7 million.

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.

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.

The increase in other expense for the six months ended June 30, 2026 of $1.7 million, as compared to the corresponding period in 2025, was primarily due to an increase in anticipated environmental remediation costs.

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.

The increase in other expense for the nine months ended September 30, 2026 of $1.8 million, as compared to the corresponding period in 2025, was primarily due to an increase in anticipated environmental remediation costs.

Liquidity and Capital Resources

We anticipate that our cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond for all anticipated uses, including all scheduled payments on our outstanding debt, current and anticipated tenant and other capital improvements, stockholder distributions to maintain our qualification as a REIT, and other obligations associated with conducting our business.

We anticipate that cash flows from the sources listed below will provide adequate capital for the next 12 months and beyond to fund our anticipated uses, including the Slate Transaction, scheduled payments on our outstanding debt, current and anticipated tenant and other capital improvements, stockholder distributions necessary to maintain our qualification as a REIT, and other obligations associated with conducting our business.

Our primary expected sources and uses of capital are as follows:

2 unchanged sentences

• available borrowings under the Unsecured Credit Facility;

• available borrowings under the Slate Financing Commitment (defined hereafter);

• issuance of long-term debt;

6 unchanged sentences

• value-enhancing reinvestment capital expenditures;

• acquisitions;

• acquisitions, including the Slate Transaction;

• repurchases of equity securities.

1 unchanged sentence

We generate significant operating cash flow and have access to multiple forms of external capital, including secured property level debt, unsecured corporate level debt, preferred equity, and common equity, which will allow us to efficiently execute on our strategic and operational objectives.

Additionally, in connection with the Slate Transaction, we have obtained a commitment letter for up to $988.0 million of senior unsecured term loan financing (the "Slate Financing Commitment"), which, in addition to our other capital sources, provides additional capital flexibility and surety of closing.

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

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, 2026, we had $1.55 billion of available liquidity, including $1.25 billion available under our Revolving Facility, $186.1 million of cash, cash equivalents and restricted cash, and $114.8 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.

As of September 30, 2026, we had $1.54 billion of available liquidity, including $1.25 billion available under our Revolving Facility, $183.5 million of cash, cash equivalents and restricted cash, and $114.4 million of 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 and our capital recycling program.

Material Cash Requirements

Our expected material cash requirements for the twelve months ending June 30, 2027 and thereafter are comprised of (i) contractually obligated expenditures;

Our expected material cash requirements for the twelve months ending September 30, 2027 and thereafter are comprised of (i) contractually obligated expenditures;

(ii) other essential expenditures;

and (iii) opportunistic expenditures.

and (iii) opportunistic expenditures, including expected cash payment obligations associated with the expected closing of the Slate Transaction.

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 June 30, 2026 (in thousands):

Contractually Obligated Expenditures Twelve

Months Ending

June 30, 2027 Thereafter

September 30, 2027 Thereafter

Debt maturities (1)

5 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 June 30, 2026.

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

1 unchanged sentence

We incur certain essential expenditures in the ordinary course of business, such as common area expenses, utilities, insurance, real estate taxes, capital expenditures related to the maintenance of our properties, leasing capital expenditures, and corporate level expenses.

The amount of common area expenses, utilities, and capital expenditures related to the maintenance of our properties that we incur depends on the scope of services that we provide, prevailing market rates, and the size and composition of our Portfolio.

The amount of common area expenses, utilities, and capital expenditures

related to the maintenance of our properties that we incur depends on the scope of services that we provide, prevailing market rates, and the size and composition of our Portfolio.

We carry comprehensive insurance to protect our Portfolio against various losses.

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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 common dividend activity for the second and third quarters of 2026:

Quarter 2026 Third

The following table summarizes our common dividend activity for the third and fourth quarters of 2026:

Quarter 2026 Fourth

Distributions to common shareholders

Dividend declared per common share $ 0.3075 $ 0.3300

Dividend declaration date April 22, 2026 July 22, 2026

Dividend record date July 2, 2026 October 2, 2026

Dividend payable date July 15, 2026 October 15, 2026

Dividend declaration date July 22, 2026 October 21, 2026

Dividend record date October 2, 2026 January 5, 2027

Dividend payable date October 15, 2026 January 15, 2027

Additionally, the Operating Partnership's redeemable preferred units accrue cumulative distributions.

Based on the units outstanding as of June 30, 2026, aggregate annual distributions to redeemable preferred unit holders is expected to be approximately $1.5 million.

Based on the units outstanding as of September 30, 2026, aggregate annual distributions to redeemable preferred unitholders are expected to be approximately $1.5 million.

Opportunistic Expenditures

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Our acquisition strategy focuses on buying assets with strong growth potential that are located in our existing markets and will allow us to leverage our operational platform and expertise to create value.

Our acquisition activity may include acquisitions of open-air shopping centers or non-owned anchor spaces, retail buildings, and/or outparcels at, or adjacent to, our existing shopping centers.

Our acquisition activity may include acquisitions of individual and/or portfolios of open-air shopping centers, non-owned anchor spaces, retail buildings, and/or outparcels at, or adjacent to, our existing shopping centers.

As described above, we expect to close the Slate Transaction in the first quarter of 2027 and fund approximately $988.0 million at closing.

We expect to fund this amount through a combination of available cash and proceeds from debt and equity issuances and our capital recycling program.

Our cash flow activities are summarized as follows (in thousands):

Brixmor Property Group Inc .

Six Months Ended June 30,

Nine Months Ended September 30,

2026 2025 $ Change

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Brixmor Operating Partnership LP

Six Months Ended June 30,

Nine Months Ended September 30,

2026 2025 $ Change

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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 six months ended June 30, 2026, our net cash provided by operating activities increased $33.3 million as compared to the corresponding period in 2025.

During the nine months ended September 30, 2026, our net cash provided by operating activities increased $36.1 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 inflows for dividends and interest income;

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

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

partially offset by (v) an increase in cash outflows for G&A expense;

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

and (vii) a decrease in lease termination fees.

(iii) an increase in lease termination fees;

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

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

(vi) a decrease in cash from net working capital;

and (vii) an increase in cash outflows for G&A 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 six months ended June 30, 2026, our net cash used in investing activities decreased $42.6 million as compared to the corresponding period in 2025.

The decrease was primarily due to (i) an increase of $79.1 million in net proceeds from sales of real estate assets;

During the nine months ended September 30, 2026, our net cash used in investing activities decreased $173.2 million as compared to the corresponding period in 2025.

The decrease was primarily due to (i) a decrease of $77.2 million in acquisitions of real estate assets;

(ii) a decrease of $55.2 million in improvements to and investments in real estate assets;

and (iii) a decrease of $15.0 million in deposits on acquisitions of real estate assets;

partially offset by (iv) an increase of $95.8 million in acquisitions of real estate assets;

and (v) an increase of $3.5 million in purchases of marketable securities, net of sales.

and (iii) an increase of $40.8 million in net proceeds from sales of real estate assets.

Improvements to and investments in real estate assets

During the six months ended June 30, 2026 and 2025, we expended $123.5 million and $171.3 million, respectively, on improvements to and investments in real estate assets.

Included in these amounts are insurance proceeds of $1.7 million and $2.2 million, respectively, which were received during the six months ended June 30, 2026 and 2025.

During the nine months ended September 30, 2026 and 2025, we expended $190.4 million and $245.5 million, respectively, on improvements to and investments in real estate assets.

Included in these amounts are insurance proceeds of $2.6 million and $5.4 million, respectively, which were received during the nine months ended September 30, 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.

As of June 30, 2026, we had 44 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $347.8 million, of which $124.5 million had been incurred as of June 30, 2026.

Such initiatives are tenant driven and focus on

upgrading our centers with strong, best-in-class retailers.

As of September 30, 2026, we had 46 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $331.8 million, of which $106.9 million had been incurred as of September 30, 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 six months ended June 30, 2026, we acquired four shopping centers for an aggregate purchase price of $164.2 million, including transaction costs, closing credits, assumption of secured mortgage debt, and issuance of redeemable preferred units.

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 nine months ended September 30, 2026, we acquired five shopping centers for an aggregate purchase price of $213.7 million, including transaction costs, closing credits, assumption of secured mortgage debt, and issuance of redeemable preferred units.

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.

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 six months ended June 30, 2026, we disposed of six shopping centers for aggregate net proceeds of $120.5 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 nine months ended September 30, 2026, we disposed of eight shopping centers for aggregate net proceeds of $161.3 million.

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.

Financing Activities

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 six months ended June 30, 2026, our net cash used in financing activities decreased $21.5 million as compared to the corresponding period in 2025.

The decrease was primarily due to (i) a $31.5 million decrease in debt repayments, net of borrowings;

and (ii) an $8.2 million decrease in deferred financing costs;

partially offset by (iii) a $13.7 million increase in distributions to our common stockholders;

(iv) a $4.2 million increase in repurchases of common stock in conjunction with equity award plans;

and (v) a $0.3 million increase in issuance costs of redeemable non-controlling interests.

During the nine months ended September 30, 2026, our net cash used in financing activities increased $385.2 million as compared to the corresponding period in 2025.

The increase was primarily due to (i) a $368.6 million decrease in debt borrowings, net of repayments;

(ii) a $20.1 million increase in distributions to our common stockholders;

(iii) a $4.2 million increase in repurchases of common stock in conjunction with equity award plans;

(iv) a $0.3 million increase in issuance costs of redeemable non-controlling interests;

and (v) a $0.2 million increase in distributions to redeemable non-controlling interests;

partially offset by (vi) an $8.2 million decrease in deferred financing costs.

Non-GAAP Performance Measures

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

Funds From Operations

Nareit FFO (defined hereafter) is a supplemental, non-GAAP performance measure utilized to evaluate the operating and financial performance of real estate companies.

Nareit defines funds from operations ("FFO") as net income (calculated in accordance with GAAP) excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis.

Funds From Operations ("FFO")

Nareit FFO is a supplemental, non-GAAP performance measure utilized to evaluate the operating and financial performance of real estate companies.

Nareit defines FFO as net income (calculated in accordance with GAAP) excluding (i) depreciation and amortization related to real estate, (ii) gains and losses from the sale of certain real estate assets, (iii) gains and losses from change in control, (iv) impairment write-downs of certain real estate assets

and investments in entities when the impairment is directly attributable to decreases in the value of depreciable real estate held by the entity and (v) after adjustments for unconsolidated joint ventures calculated to reflect FFO on the same basis.

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 six months ended June 30, 2026 and 2025 is as follows (in thousands, except per share amounts):

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

Our reconciliation of net income (calculated in accordance with GAAP) to Nareit FFO for the three and nine months ended September 30, 2026 and 2025 is as follows (in thousands, except per share amounts):

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

2026 2025 2026 2025

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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 Six Months Ended June 30, 2026 to the Three and Six Months Ended June 30, 2025 (dollars in thousands)

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

Comparison of the Three and Nine Months Ended September 30, 2026 to the Three and Nine Months Ended September 30, 2025 (dollars in thousands)

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

2026 2025 Change 2026 2025 Change

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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 June 30, Six Months Ended June 30,

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

2026 2025 2026 2025

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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.

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.

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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 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.

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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