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 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 March 31, 2026, 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, 2025, 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 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. 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. ("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, 2025, and intends to satisfy such requirements for subsequent taxable years.

Previous wording

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.

Current wording

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.

Previous wording

•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.

Current wording

•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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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 $0.6 million increase for the assets owned for the full period was primarily due to changes in property assessments.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

Other revenues remained generally consistent for the three months ended March 31, 2026, as compared to the corresponding period in 2025.

Current wording

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

Previous wording

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 $3.3 million increase in expense reimbursements; (iii) a $2.5 million increase in ancillary and other rental income; (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 $1.7 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.

Current wording

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 for assets owned for the full period was due to: (i) a $19.7 million increase in base rent; (ii) an $8.4 million increase in expense reimbursements; (iii) a $3.8 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.

Previous wording

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.

Current wording

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.

Previous wording

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.

Current wording

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.

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 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, 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.

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, 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.

Previous wording

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; and (iii) opportunistic expenditures.

Current wording

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

Previous wording

The following table summarizes our debt maturities (excluding extension options), interest payment obligations, and obligations under non-cancelable operating leases (excluding renewal options), as of March 31, 2026 (dollars in millions):

Current wording

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):

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 2026:

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

Previous wording

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

Current wording

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

Previous wording

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) 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.

Current wording

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. 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.

Previous wording

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.

Current wording

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.

Previous wording

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; and (iv) a decrease of $0.2 million in purchases of marketable securities, net of sales.

Current wording

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; (ii) a decrease of $47.8 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.

Previous wording

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.

Current wording

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.

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. 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. 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. 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. 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, 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.

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, 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.

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, 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.

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, 2026, we disposed of six shopping centers for aggregate net proceeds of $120.5 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. 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.

Previous wording

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.

Current wording

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.

Previous wording

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):

Current wording

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):

Previous wording

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

Current wording

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