Brixmor Operating Partnership LP

Previous wording

Brixmor Property Group Inc. and subsidiaries (collectively, "BPG") is an internally-managed corporation that has elected to be taxed as a real estate investment trust ("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the "Operating Partnership") is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets. BPG owns 100% of the limited liability company interests of BPG Subsidiary LLC ("BPG Sub"), which, in turn, is the sole member of Brixmor OP GP LLC (the "General Partner"), the sole general partner of the Operating Partnership. 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 March 31, 2025, our portfolio was comprised of 361 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of March 31, 2025, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc. ("TJX"), The Kroger Co. ("Kroger"), and Burlington Stores, Inc. ("Burlington"). BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2024, and intends to satisfy such requirements for subsequent taxable years.

Current wording

Brixmor Property Group Inc. and subsidiaries (collectively, "BPG") is an internally-managed corporation that has elected to be taxed as a real estate investment trust ("REIT"). Brixmor Operating Partnership LP and subsidiaries (collectively, the "Operating Partnership") is the entity through which BPG conducts substantially all of its operations and owns substantially all of its assets. BPG owns 100% of the limited liability company interests of BPG Subsidiary LLC ("BPG Sub"), which, in turn, is the sole member of Brixmor OP GP LLC (the "General Partner"), the sole general partner of the Operating Partnership. 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 June 30, 2025, our portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 64 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of June 30, 2025, our three largest tenants by annualized base rent ("ABR") were The TJX Companies, Inc. ("TJX"), The Kroger Co. ("Kroger"), and Burlington Stores, Inc. ("Burlington"). BPG has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under U.S. federal income tax laws, commencing with our taxable year ended December 31, 2011, has maintained such requirements through our taxable year ended December 31, 2024, and intends to satisfy such requirements for subsequent taxable years.

Previous wording

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

Current wording

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

Previous wording

•During the three months ended March 31, 2024, we disposed of three shopping centers for aggregate net proceeds of $67.2 million, resulting in aggregate gain of $15.0 million. In addition, during the three months ended March 31, 2024, we resolved contingencies related to previously disposed assets for aggregate net proceeds of $0.1 million, resulting in aggregate gain of $0.1 million.

Current wording

•During the six months ended June 30, 2024, we disposed of three shopping centers, one partial shopping center, and one land parcel for aggregate net proceeds of $67.4 million, resulting in aggregate gain of $15.0 million and aggregate impairment of $0.2 million. In addition, during the six months ended June 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.

Previous wording

The increase in rental income for the three months ended March 31, 2025 of $17.8 million, as compared to the corresponding period in 2024, was due to a $12.3 million increase for assets owned for the full period, in addition to a $5.5 million increase due to net transaction activity. The increase for assets owned for the full period was due to: (i) a $7.6 million increase in base rent; (ii) a $5.4 million increase in expense reimbursements; (iii) a $3.0 million increase in lease termination fees; and (iv) a $0.2 million increase in ancillary and other rental income; partially offset by (v) a $2.8 million decrease in rental income associated with revenues deemed uncollectible; (vi) a $0.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; (vii) a $0.4 million decrease in percentage rents; and (viii) a $0.3 million decrease in straight-line rental income, net. The $7.6 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 15.0% during the three months ended March 31, 2025 and 16.5% during the year ended December 31, 2024, and an increase in weighted average billed occupancy.

Current wording

The increase in rental income for the three months ended June 30, 2025 of $23.8 million, as compared to the corresponding period in 2024, was due to a $17.0 million increase for assets owned for the full period, in addition to a $6.8 million increase due to net transaction activity. The increase for assets owned for the full period was due to: (i) a $6.6 million increase in base rent; (ii) a $5.9 million increase in expense reimbursements; (iii) a $3.4 million increase in ancillary and other rental income; (iv) a $1.6 million increase in straight-line rental income, net; (v) a $0.4 million increase in lease termination fees; and (vi) a $0.3 million increase in percentage rents; partially offset by (vii) a $0.8 million decrease in rental income associated with revenues deemed uncollectible; and (viii) a $0.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements. The $6.6 million increase in base rent for assets owned for the full period was primarily due to contractual rent increases, positive rent spreads for new and renewal leases and option exercises of 17.3% during the six months ended June 30, 2025 and 16.5% during the year ended December 31, 2024.

Previous wording

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

Current wording

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

Previous wording

The increase in operating costs for the three months ended March 31, 2025 of $2.1 million, as compared to the corresponding period in 2024, was due to a $1.9 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, in addition to a $0.2 million increase due to net transaction activity.

Current wording

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

Previous wording

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

Current wording

The increase in real estate taxes for the three months ended June 30, 2025 of $7.2 million, as compared to the corresponding period in 2024, was due to a $6.1 million increase in real estate taxes for assets owned for the full period and a $1.1 million increase due to net transaction activity. The $6.1 million increase for the assets owned for the full period is primarily due to a decrease in favorable adjustments related to prior year assessments recognized in 2024 and an increase in current year assessments.

Previous wording

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

Current wording

The increase in depreciation and amortization for the three months ended June 30, 2025 of $11.3 million, as compared to the corresponding period in 2024, was due to a $7.7 million increase due to net transaction activity in addition to a $3.6 million increase for assets owned for the full period, primarily due to an increase in accelerated depreciation and amortization related to tenant move-outs and an increase in capital expenditures.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

During the three months ended March 31, 2025, two shopping centers and two partial shopping centers were disposed of, resulting in aggregate gain of $3.1 million. During the three months ended March 31, 2024, three shopping centers were disposed of, resulting in aggregate gain of $15.0 million. In addition, during the three months ended March 31, 2024, we resolved contingencies related to previously disposed assets, resulting in aggregate gain of $0.1 million.

Current wording

During the six months ended June 30, 2025, three shopping centers and four partial shopping centers were disposed of, resulting in aggregate gain of $18.8 million. During the six months ended June 30, 2024, three shopping centers and one land parcel were disposed of, resulting in aggregate gain of $15.0 million. In addition, during the six months ended June 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.

Previous wording

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

Current wording

•available borrowings under the Unsecured Credit Facility;

Previous wording

We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. 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. We have investment grade credit ratings from all three major credit rating agencies. Our unsecured credit facility as amended and restated April 28, 2022 (the "Unsecured Credit Facility") is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $500.0 million term loan facility (the "Term Loan Facility"). As of March 31, 2025, we had $1.36 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $107.4 million of cash, cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt. See Note 18 included elsewhere on this Quarterly Report on Form 10-Q for additional information on the Unsecured Credit Facility.

Current wording

We believe our capital structure provides us with the financial flexibility and capacity to fund our current capital needs as well as future growth opportunities. 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. 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, 2025, we had $1.35 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $105.9 million of cash, cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.

Previous wording

In order to continue to qualify as a REIT for federal income tax purposes, we must meet several organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We intend to continue to satisfy these requirements and maintain our REIT status. Our board of directors evaluates our dividend on a quarterly basis, taking into account a variety of relevant factors, including REIT taxable income. The following table summarizes our dividend activity for the first and second quarters of 2025:

Current wording

In order to continue to qualify as a REIT for federal income tax purposes, we must meet several organizational and operational requirements, including a requirement that we annually distribute to our stockholders at least 90% of our REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. We intend to continue to satisfy these requirements and maintain our REIT status. 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 second and third quarters of 2025:

Previous wording

During the three months ended March 31, 2025, our net cash provided by operating activities increased $1.6 million as compared to the corresponding period in 2024. The increase was primarily due to (i) an increase in cash from net working capital; (ii) an increase in same property net operating income; (iii) an increase in lease termination fees; (iv) a decrease in cash outflows for general and administrative expense; and (v) an increase in net operating income due to net transaction activity and other non-same property net operating income; partially offset by (vi) an increase in cash outflows for interest expense; and (vii) a decrease in cash inflows for dividends and interest income.

Current wording

During the six months ended June 30, 2025, our net cash provided by operating activities decreased $0.5 million as compared to the corresponding period in 2024. The decrease was primarily due to (i) an increase in cash outflows for interest expense; and (ii) a decrease in cash inflows for dividends and interest income; partially offset by (iii) an increase in same property net operating income; (iv) an increase in cash from net working capital; (v) an increase in lease termination fees; (vi) an increase in net operating income due to net transaction activity and other non-same property net operating income; and (vii) a decrease in cash outflows for general and administrative expense.

Previous wording

During the three months ended March 31, 2025, our net cash used in investing activities increased $54.3 million as compared to the corresponding period in 2024. The increase was primarily due to (i) a decrease of $45.6 million in net proceeds from sales of real estate assets; (ii) an increase of $5.7 million in improvements to and investments in real estate assets; and (iii) an increase of $3.1 million in acquisitions of real estate assets; partially offset by (iv) an increase of $0.1 million in sales of marketable securities, net of purchases.

Current wording

During the six months ended June 30, 2025, our net cash used in investing activities increased $31.9 million as compared to the corresponding period in 2024. The increase was primarily due to (i) a decrease of $25.6 million in net proceeds from sales of real estate assets; (ii) an increase of $15.0 million in deposits on acquisitions of real estate assets; (iii) an increase of $4.3 million in improvements to and investments in real estate assets; partially offset by

Previous wording

During the three months ended March 31, 2025 and 2024, we expended $82.5 million and $76.9 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $0.6 million and $2.3 million, respectively, which were received during the three months ended March 31, 2025 and 2024.

Current wording

During the six months ended June 30, 2025 and 2024, we expended $171.3 million and $167.0 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $2.2 million and $3.1 million, respectively, which were received during the six months ended June 30, 2025 and 2024.

Previous wording

Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Leasing related capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. 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 March 31, 2025, we had 37 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $390.9 million, of which $195.6 million had been incurred as of March 31, 2025. In addition, we have identified a pipeline of future redevelopment projects, which we expect to execute over the coming years. We expect to fund these projects with cash and cash equivalents, net cash provided by operating activities, proceeds from sales of real estate assets, and/or proceeds from capital markets transactions.

Current wording

Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Leasing related capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. 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 June 30, 2025, we had 37 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $374.3 million, of which $219.9 million had been incurred as of June 30, 2025. In addition, we have identified a pipeline of future redevelopment projects, which we expect to execute over the coming years. We expect to fund these projects with cash and cash equivalents, net cash provided by operating activities, proceeds from sales of real estate assets, and/or proceeds from capital markets transactions.

Previous wording

We continue to evaluate the market for acquisition opportunities and we may acquire individual shopping centers or portfolios of shopping centers when we believe strategic opportunities exist, to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. During the three months ended March 31, 2025, we acquired one land parcel for an aggregate purchase price of $3.1 million, including transaction costs and closing credits. During the three months ended March 31, 2024, we did not acquire any assets.

Current wording

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, 2025, we acquired one land parcel and acquired a lease and associated subleases at an existing shopping center for an aggregate purchase price of $7.5 million, including transaction costs and closing credits. During the six months ended June 30, 2024, we acquired one shopping center for an aggregate purchase price of $17.5 million, including transaction costs and closing credits.

Previous wording

We may also dispose of properties when we believe value has been maximized, where there is downside risk, or where we have limited ability or desire to build critical mass in a particular submarket. During the three months ended March 31, 2025, we disposed of two shopping centers and two partial shopping centers for aggregate net proceeds of $21.6 million. During the three months ended March 31, 2024, we disposed of three shopping centers for aggregate net proceeds of $67.2 million. In addition, during the three months ended March 31, 2024, we resolved contingencies related to previously disposed assets for aggregate net proceeds of $0.1 million.

Current wording

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, 2025, we disposed of three shopping centers and four partial shopping centers for aggregate net proceeds of $43.7 million. During the six months ended June 30, 2024, we disposed of three shopping centers, one partial shopping center, and one land parcel for aggregate net proceeds of $67.4 million. In addition, during the six months ended June 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets.

Previous wording

During the three months ended March 31, 2025, our net cash provided by (used in) financing activities decreased $618.1 million as compared to the corresponding period in 2024. The decrease was primarily due to (i) a $613.8 million increase in debt repayments, net of borrowings; (ii) a $5.5 million increase in distributions to our common stockholders; and (iii) a $0.1 million decrease in issuances of common stock; partially offset by (iv) a $1.3 million decrease in repurchases of common stock; and (v) a less than $0.1 million decrease in deferred financing costs.

Current wording

During the six months ended June 30, 2025, our net cash provided by (used in) financing activities decreased $696.5 million as compared to the corresponding period in 2024. The decrease was primarily due to (i) a $680.6 million increase in debt repayments, net of borrowings; (ii) an $11.5 million increase in distributions to our common stockholders; (iii) a $5.0 million increase in deferred financing costs; and (iv) a $0.1 million decrease in issuances of common stock; partially offset by (v) a $0.7 million decrease in repurchases of common stock.

Previous wording

We present the non-GAAP performance measures set forth below. These measures should not be considered as alternatives to, or more meaningful than, net income (calculated in accordance with GAAP) or other GAAP financial measures, as an indicator of financial performance and are not alternatives to, or more meaningful than, cash flow from operating activities (calculated in accordance with GAAP) as a measure of liquidity. Non-GAAP performance measures have limitations as they do not include all items of income and expense that affect operations, and accordingly, should always be considered as supplemental financial results to those calculated in accordance with GAAP. Our computation of these non-GAAP performance measures may differ in certain respects from the methodology utilized by other REITs and, therefore, may not be comparable to similarly titled measures presented by such other REITs. Investors are cautioned that items excluded from these non-GAAP performance measures are relevant to understanding and addressing financial performance.

Current wording

We present the non-GAAP performance measures set forth below. 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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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