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美国

证券交易委员会

华盛顿特区 20549

10-Q 表


☑	根据《1934 年证券交易法》第 13 或 15(d) 条提交的季度报告

截至 2026 年 9 月 30 日的季度

或


☐	根据《1934 年证券交易法》第 13 或 15(d) 条提交的过渡报告

过渡期自_____至_____

委员会档案编号：001-36160（Brixmor Property Group Inc.）

委员会档案编号：333-291119-01（Brixmor Operating Partnership LP）

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

（注册人章程中指定的准确名称）


马里兰州	（Brixmor Property Group Inc.）		45-2433192
特拉华州	（Brixmor Operating Partnership LP）		80-0831163
（注册成立或组织所在州或其他司法辖区）		（美国国税局雇主识别号）

纽约州纽约市公园大道 100 号，邮编 10017

（主要执行办公室地址）（邮政编码）

212-869-3000

（注册人电话号码，含区号）

不适用

（自上次报告以来如有变更，填写原名称、原地址及原财政年度）

根据该法案第 12(b) 条注册的证券：


各类证券名称	交易代码	上市交易所名称
普通股，每股面值 $0.01	BRX	纽约证券交易所

请勾选标记，说明注册人是否 (1) 已在此前 12 个月内（或注册人须提交此类报告的较短期间内）提交《1934 年证券交易法》第 13 或 15(d) 条要求提交的所有报告，以及 (2) 在过去 90 天内是否一直受此类提交要求约束。

Brixmor Property Group Inc. 是 ☑ 否 ☐ Brixmor Operating Partnership LP 是 ☑ 否 ☐

请勾选标记，说明注册人是否已在此前 12 个月内（或注册人须提交此类文件的较短期间内）以电子方式提交根据《S-K 条例》第 405 条（本章第 232.405 条）要求提交的每个交互式数据文件。

Brixmor Property Group Inc. 是 ☑ 否 ☐ Brixmor Operating Partnership LP 是 ☑ 否 ☐

请勾选标记，说明注册人属于大型加速申报公司、加速申报公司、非加速申报公司、较小型申报公司还是新兴成长型公司。参见《证券交易法》规则 12b-2 中“大型加速申报公司”“加速申报公司”“较小型申报公司”和“新兴成长型公司”的定义。

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

大型加速申报公司

☑

非加速申报公司

☐

大型加速申报公司

☐

非加速申报公司

☑

较小型申报公司

☐

加速申报公司

☐

较小型申报公司

☐

加速申报公司

☐

新兴成长型公司

☐

新兴成长型公司

☐

如果属于新兴成长型公司，请勾选表明注册人是否选择不采用《交易法》第 13(a) 条规定的新修订财务会计准则的延长过渡期。

Brixmor Property Group Inc. ☐ Brixmor Operating Partnership LP ☐

请勾选表明注册人是否为空壳公司（定义见《交易法》规则 12b-2）。

Brixmor Property Group Inc. 是 ☐ 否 ☑ Brixmor Operating Partnership LP 是 ☐ 否 ☑

（仅适用于公司发行人）

请注明截至最近可行日期，注册人各类别普通股的流通股数。

截至 October 1, 2026，Brixmor Property Group Inc. 的普通股流通股数为 306,872,316 股。

说明性注释

本报告合并了 Brixmor Property Group Inc. 和 Brixmor Operating Partnership LP 截至 September 30, 2026 期间的 Form 10-Q 季度报告。除非另有说明或上下文另有所指，提及“母公司”或“BPG”均指 Brixmor Property Group Inc. 及其合并子公司，提及“经营合伙企业”均指 Brixmor Operating Partnership LP 及其合并子公司。除非上下文另有所指，“本公司”“Brixmor”“我们”“我们的”和“我方”统称母公司与经营合伙企业。

母公司是一家房地产投资信托（“REIT”），持有 BPG Subsidiary LLC（“BPG Sub”）100% 的有限责任公司权益；BPG Sub 又是 Brixmor OP GP LLC（“普通合伙人”）的唯一成员，而后者是经营合伙企业的唯一普通合伙人。截至 September 30, 2026，母公司通过其在 BPG Sub 和普通合伙人中的直接及间接权益，实益拥有经营合伙企业 100% 的已发行合伙企业普通单位（“OP Units”）。

本公司认为，将母公司和经营合伙企业的 Form 10-Q 季度报告合并为一份报告：

•通过使投资者能够以管理层看待和经营业务的相同方式全面了解母公司和经营合伙企业，从而提升投资者对二者的理解；

•消除重复披露，使呈现内容更加精简易读；以及

•通过编制一份合并报告而非两份单独报告，提高时间和成本效率。

管理层将母公司和经营合伙企业作为一个整体经营。由于经营合伙企业由母公司管理，且母公司几乎所有业务均通过经营合伙企业开展，因此母公司的执行官也是经营合伙企业的执行官。尽管经营合伙企业作为合伙企业并无董事会，我们仍将母公司的董事会称为经营合伙企业的董事会。

我们认为，了解母公司与经营合伙企业之间的少数差异十分重要，这有助于理解母公司与经营合伙企业作为合并公司的运营方式。母公司是一家 REIT，其唯一重大资产是其在经营合伙企业中的间接权益。因此，除不时发行公开股权外，母公司本身不开展业务。母公司不承担任何重大债务。经营合伙企业持有我们的绝大部分资产。除母公司公开发行股权所得的净收益（该等收益以换取 OP Units 的方式注入经营合伙企业）外，公司业务所需的所有资本均由经营合伙企业筹集。资本来源包括经营合伙企业的运营以及其直接或间接承担的债务。

母公司未经审计的简明合并财务报表与经营合伙企业未经审计的简明合并财务报表之间的主要差异涉及股权、资本和非控股权益。经营合伙企业的资本目前包括母公司通过 BPG Sub 和普通合伙人持有的 OP Units；过去曾包括、未来也可能包括第三方持有的 OP Units。此外，经营合伙企业还设有由第三方持有的可赎回优先单位。若有第三方持有的 OP Units，则在母公司未经审计的简明合并资产负债表中，这些单位作为非控股权益列于股东权益之外；可赎回优先单位则列于公司和经营合伙企业未经审计的简明合并资产负债表中，位于负债与权益/资本之间的夹层部分。

母公司为财务报告目的合并经营合伙企业，且除其在经营合伙企业中的间接权益外，母公司没有重大资产。因此，尽管股权、资本和非控股权益可能如上所述存在差异，母公司与经营合伙企业各自财务报表中的资产和负债在重大方面相同。

为突出母公司与经营合伙企业之间的差异，本报告设有分别讨论母公司和经营合伙企业的章节，包括分别编制的财务报表（但脚注合并列示）、分别编制的控制与程序章节、依据《2002 年萨班斯-奥克斯利法案》第 302 条对定期报告作出的分别认证，以及依据该法案第 906 条采纳的《美国法典》第 18 编第 1350 条所规定的分别认证。在本报告合并披露母公司与经营合伙企业信息的章节中，凡提及行动或持有事项，均称为公司的行动或持有事项。


项目编号		页码
第一部分 - 财务信息
1.	财务报表	1
	Brixmor Property Group Inc.（未经审计）
	截至 2026 年 9 月 30 日和 2025 年 12 月 31 日的简明合并资产负债表	1
	截至2026年和2025年9月 30日止三个月和九个月的简明合并经营报表	2
	截至2026年和2025年9月 30日止三个月和九个月的简明合并综合收益表	3
	截至2026年和2025年9月 30日止三个月和九个月的简明合并权益变动表	4
	截至2026年和2025年9月 30日止九个月的简明合并现金流量表	5
	Brixmor Operating Partnership LP（未经审计）
	截至2026年9月 30日和2025年12月31日的简明合并资产负债表	6
	截至2026年和2025年9月 30日止三个月和九个月的简明合并经营报表	7
	截至2026年和2025年9月 30日止三个月和九个月的简明合并综合收益表	8
	截至2026年和2025年9月 30日止三个月和九个月的简明合并资本变动表	9
	截至2026年和2025年9月 30日止九个月的简明合并现金流量表	10
	Brixmor Property Group Inc. 和 Brixmor Operating Partnership LP（未经审计）
	简明合并财务报表附注	11
2.	管理层对财务状况和经营业绩的讨论与分析	33
3.	有关市场风险的定量和定性披露	48
4.	控制和程序	48
第二部分 - 其他信息
1.	法律诉讼	49
1A.	风险因素	49
2.	未注册股权证券的销售及所得款项的使用	49
3.	高级证券违约	49
4.	矿山安全披露	49
5.	其他信息	49
6.	附件	50

前瞻性声明

本报告可能包含《1933年证券法》第27A条和《1934年证券交易法》（“《交易法》”）第21E条所指的前瞻性陈述。这些陈述包括但不限于与我们对业务表现、财务业绩、流动性和资本资源的预期以及其他非历史性陈述有关的内容。您可以通过使用“展望”“相信”“预期”“潜在”“继续”“可能”“将”“应”“寻求”“预计”“预测”“打算”“计划”“估计”“预料”等词语或这些词语的否定形式及其他类似词语来识别这些前瞻性陈述。此类前瞻性陈述面临各种风险和不确定性。因此，有或将会有重要因素可能导致实际结果或业绩与这些陈述所示存在重大差异。我们认为，这些因素包括但不限于我们截至2025年12月31日止年度的 Form 10-K 中标题为“风险因素”的章节以及本报告中所述因素；这些因素可能会不时在我们向美国证券交易委员会（“SEC”）提交的定期文件中更新，相关文件可在 SEC 网站 https://www.sec.gov 上查阅。这些因素包括但不限于：(1) 全球事件（如国际地缘政治冲突、国际贸易争端、外国债务危机、外币波动）或国内问题（如政府政策和法规、关税、能源价格、市场动态、普遍经济收缩、持续的通胀和利率水平、失业，或消费者收入或支出增长有限）导致的全国、区域和地方经济变化；(2) 地方房地产市场状况，包括与我们的投资组合（定义见下文）中的物业类似的物业供应过剩或需求减少；(3) 其他可用物业和电子商务带来的竞争；(4) 零售业的中断和/或整合、租户的财务稳定性以及大型零售企业的整体财务状况，包括其支付应付给我们的租金和/或费用补偿的能力；(5) 就百分比租金而言，租户的销售额；(6) 物业运营费用增加，包括公共区域费用、公用事业、保险和房地产税；这些费用相对缺乏弹性，通常不会因收入或入住率下降而降低；(7) 维修、翻新和重新出租空间的成本增加；(8) 地震、野火、龙卷风、飓风、气候变化导致海平面上升造成的损害、其他自然灾害、流行病和/或大流行病、社会动荡、恐怖行为或战争行为，上述任何情况均可能导致未投保或保险不足的损失；(9) 法律和政府法规的变化，包括有关使用、分区、环境、隐私、数据安全、知识产权和税收的法律和法规；(10) 我们、租户或供应商使用的信息技术系统遭受网络安全事件或其他中断，这可能导致数据泄露或业务运营受损；以及(11) 与待完成的 Slate Transaction（定义见下文）相关的风险，包括我们和 Everview JV（定义见下文）能否成功并及时完成 Slate Transaction、我们未能实现 Slate Transaction 预期收益或承担意外负债和费用的风险，以及我们无法成功整合通过 Slate Transaction 收购的物业运营或管理 Everview JV 的风险。除法律要求外，Brixmor 不承担公开更新或修订任何前瞻性陈述的义务或承诺，无论是由于新信息、未来事件还是其他原因。

iii

第一部分 - 财务信息

第1项. 财务报表


BRIXMOR PROPERTY GROUP INC.及其子公司
简明合并资产负债表
（未经审计，单位：千美元，股份信息除外）
	2026年9月30日		2025年12月31日
资产
房地产
土地	$	1,867,480			$	1,849,779
建筑物及改良设施	10,120,610			9,937,718
	11,988,090			11,787,497
累计折旧和摊销	(3,782,174)			(3,588,646)
房地产净额	8,205,916			8,198,851

现金及现金等价物	164,428			334,422
受限现金	19,050			27,108
有价证券	21,846			21,283
应收款项净额	318,952			315,128
递延费用及预付费用净额	178,016			169,326
持有待售房地产资产	—			4,551
其他资产	114,633			62,468
资产总额	$	9,022,841			$	9,133,137


负债
债务义务净额	$	5,322,955			$	5,494,753
应付账款、应计费用及其他负债	649,178			628,328
负债总额	5,972,133			6,123,081

承诺和或有事项（附注14）	—			—
可赎回非控股权益	30,821			—

权益
普通股，面值$0.01；授权发行3,000,000,000股；已发行315,999,308股和315,231,761股已发行股数和流通股数分别为306,872,316股和306,104,769股	3,068			3,061
额外实收资本	3,431,754			3,437,853
累计其他综合收益	13,012			1,722
超过净收入的分配	(428,189)			(432,822)
股东权益总额	3,019,645			3,009,814
非控股权益	242			242
权益总额	3,019,887			3,010,056
负债和权益总额	$	9,022,841			$	9,133,137
随附附注是这些未经审计的简明合并财务报表不可分割的组成部分。


BRIXMOR PROPERTY GROUP INC.及其子公司
简明合并经营报表
（未经审计，单位：千美元，每股数据除外）
	截至9月30日止三个月		截至9月30日止九个月
	2026		2025		2026		2025
收入
租金收入	$	358,546			$	340,618		$	1,066,775	$	1,017,256
其他收入	1,052			225			1,841		591
收入总额	359,598			340,843			1,068,616		1,017,847

经营费用
经营成本	40,921			38,891			127,062		117,979
房地产税	46,290			45,455			135,972		133,907
折旧和摊销	106,427			103,234			321,887		312,108
房地产资产减值	683			16,075			6,657		16,075
一般及行政费用	27,297			26,772			83,347		84,038
经营费用总额	221,618			230,427			674,925		664,107

其他收入（费用）
股息和利息	1,364			1,191			8,481		4,087
利息费用	(59,176)			(56,680)			(179,466)		(165,173)
出售房地产资产收益	8,863			40,018			70,780		58,843
债务清偿损失净额	—			—			—		(296)
其他	(889)			(703)			(3,925)		(2,076)
其他费用总额	(49,838)			(16,174)			(104,130)		(104,615)

净收入	88,142			94,242			289,561		249,125
归属于非控股权益的净收入	(388)			(7)			(546)		(22)
归属于Brixmor Property Group Inc.的净收入	$	87,754			$	94,235		$	289,015	$	249,103

归属于Brixmor Property Group Inc.的每股普通股净收入：
基本	$	0.29			$	0.31		$	0.94	$	0.81
摊薄	$	0.28			$	0.31		$	0.94	$	0.81
加权平均股数：
基本	307,305			307,193			307,248		307,132
摊薄	308,135			308,084			307,997		307,974
随附附注是这些未经审计的简明合并财务报表不可分割的组成部分。


BRIXMOR PROPERTY GROUP INC.及其子公司
简明合并综合收益表
（未经审计，单位：千美元）
	截至9月30日止三个月		截至9月30日止九个月
	2026		2025		2026		2025
净收入	$	88,142			$	94,242		$	289,561	$	249,125
其他综合收益（亏损）
利率互换未实现收益（亏损）的变动，净额（附注6）	1,258			(164)			11,889		(6,479)
有价证券未实现收益（亏损）变动	(386)			(25)			(599)		156
其他综合收益（亏损）总额	872			(189)			11,290		(6,323)
综合收益	89,014			94,053			300,851		242,802
归属于非控股权益的综合收益	(388)			(7)			(546)		(22)
归属于 Brixmor Property Group Inc. 的综合收益	$	88,626			$	94,046		$	300,305	$	242,780
附注是这些未经审计的简明合并财务报表不可分割的一部分。


BRIXMOR PROPERTY GROUP INC. 及其子公司
简明合并权益变动表
（未经审计，单位：千美元，股份数据除外）
	普通股
	股数	金额		额外实收资本	累计其他综合收益		超过净收益的分配		非控股权益		总计
2025年1月1日余额	305,492		$	3,055		$	3,431,043			$	8,218	$	(458,638)		$	244	$	2,983,922
普通股股息（每股普通股 $0.2875）	—		—		—			—			(88,492)	—		(88,492)
股权激励薪酬费用	—		—		4,650			—			—	—		4,650
其他综合亏损	—		—		—			(4,143)			—	—		(4,143)
发行普通股，扣除发行成本	568		6		(6)			—			—	—		—
与股权奖励计划相关的普通股回购	—		—		(11,645)			—			—	—		(11,645)
净收益	—		—		—			—			69,729	8		69,737
2025年3月31日余额	306,060		3,061		3,424,042			4,075			(477,401)	252		2,954,029
普通股股息（每股普通股 $0.2875）	—		—		—			—			(88,589)	—		(88,589)
股权激励薪酬费用	—		—		5,135			—			—	—		5,135
其他综合亏损	—		—		—			(1,991)			—	—		(1,991)
发行普通股	40		—		—			—			—	—		—
与股权奖励计划相关的普通股回购	—		—		(566)			—			—	—		(566)
净收益	—		—		—			—			85,139	7		85,146
2025年6月30日余额	306,100		3,061		3,428,611			2,084			(480,851)	259		2,953,164
普通股股息（每股普通股 $0.2875）	—		—		—			—			(88,581)	—		(88,581)
股权激励薪酬费用	—		—		4,370			—			—	—		4,370
其他综合亏损	—		—		—			(189)			—	—		(189)

与股权奖励计划相关的普通股回购	—		—		(9)			—			—	—		(9)
净收益	—		—		—			—			94,235	7		94,242
2025年9月30日余额	306,100		$	3,061		$	3,432,972			$	1,895	$	(475,197)		$	266	$	2,962,997

2026年1月1日余额	306,105		$	3,061		$	3,437,853			$	1,722	$	(432,822)		$	242	$	3,010,056
普通股股息（每股普通股 $0.3075）	—		—		—			—			(94,811)	—		(94,811)
股权激励薪酬费用	—		—		2,636			—			—	—		2,636
其他综合收益	—		—		—			7,687			—	—		7,687
发行普通股，扣除发行成本	732		7		(7)			—			—	—		—

与股权奖励计划相关的普通股回购	—		—		(16,412)			—			—	—		(16,412)
净收益	—		—		—			—			127,750	7		127,757
2026年3月31日余额	306,837		3,068		3,424,070			9,409			(399,883)	249		3,036,913
普通股股息（每股普通股 $0.3075）	—		—		—			—			(94,787)	—		(94,787)
股权激励薪酬费用	—		—		3,912			—			—	—		3,912
其他综合收益	—		—		—			2,731			—	—		2,731
发行普通股	35		—		—			—			—	—		—
可赎回非控股权益增值至赎回价值	—		—		(330)			—			—	—		(330)

非控股权益优先回报	—		—		—			—			—	(14)		(14)


净收益，不包括归属于可赎回非控股权益的 $144	—		—		—			—			73,511	7		73,518
2026年6月30日余额	306,872		3,068		3,427,652			12,140			(421,159)	242		3,021,943
普通股股息（每股普通股 $0.3075）	—		—		—			—			(94,784)	—		(94,784)
股权激励薪酬费用	—		—		4,137			—			—	—		4,137
其他综合收益	—		—		—			872			—	—		872


非控股权益优先回报	—		—		—			—			—	(7)		(7)
与股权奖励计划相关的普通股回购	—		—		(35)			—			—	—		(35)
净收益，不包括归属于可赎回非控股权益的 $381	—		—		—			—			87,754	7		87,761
2026年9月30日余额	306,872		$	3,068		$	3,431,754			$	13,012	$	(428,189)		$	242	$	3,019,887
附注是这些未经审计的简明合并财务报表不可分割的一部分。


BRIXMOR PROPERTY GROUP INC. 及其子公司
简明合并现金流量表
（未经审计，单位：千美元）
	截至9月30日的九个月
	2026		2025
经营活动：
净利润	$	289,561			$	249,125
将净利润调节为经营活动提供的现金净额的调整项：
折旧和摊销	321,887			312,108
债务溢价和折价增值，净额	(2,065)			(2,057)
递延融资成本摊销	5,942			5,472
高于和低于市场租赁的增值，净额	(12,702)			(13,606)
租户激励摊销及其他	1,526			1,724
房地产资产减值	6,657			16,075
出售房地产资产收益	(70,780)			(58,843)
股权薪酬	9,782			12,994
债务清偿损失，净额	—			296
经营性资产和负债变动：
应收款项，净额	(9,251)			(24,346)
递延费用和预付费用	(30,486)			(30,734)
其他资产	585			171
应付账款、应计费用及其他负债	5,300			11,430
经营活动提供的现金净额	515,956			479,809

投资活动：
房地产资产改良及投资	(190,382)			(245,540)
收购房地产资产	(152,651)			(229,866)

出售房地产资产所得款项	163,635			122,823
购买有价证券	(21,979)			(13,811)
出售有价证券所得款项	20,833			12,644
投资活动使用的现金净额	(180,544)			(353,750)

融资活动：

偿还无担保循环信贷额度借款	—			(660,000)
无担保循环信贷额度借款所得款项	—			660,000
无担保票据所得款项	398,512			798,720
偿还无担保票据借款	(600,694)			(632,312)
递延融资及债务清偿成本	(8,086)			(16,225)
发行普通股所得款项净额	(184)			(241)
可赎回非控股权益发行成本	(330)			—
向普通股股东分配	(286,032)			(265,968)

向可赎回非控股权益分配	(203)			—

与股权奖励计划相关的普通股回购	(16,447)			(12,219)
融资活动使用的现金净额	(513,464)			(128,245)

现金、现金等价物及受限现金净变动额	(178,052)			(2,186)
期初现金、现金等价物及受限现金	361,530			378,692
期末现金、现金等价物及受限现金	$	183,478			$	376,506

与合并资产负债表的调节：
现金及现金等价物	$	164,428			$	331,544
受限现金	19,050			44,962
期末现金、现金等价物及受限现金	$	183,478			$	376,506

现金流信息补充披露：
支付的利息现金，扣除资本化金额$1,765和$3,214	$	177,881			$	170,445
应计资本支出变动	725			(14,315)
非现金投资和/或融资活动补充披露：
收购房地产资产时承担的有担保抵押贷款公允价值	$	30,500			$	—
收购房地产资产时发行的可赎回非控股权益	30,499			—
随附附注是本未经审计简明合并财务报表不可分割的组成部分。


BRIXMOR OPERATING PARTNERSHIP LP及子公司
简明合并资产负债表
（未经审计，单位：千，单位信息除外）
	2026年 9月30日		2025年 12月31日
资产
房地产
土地	$	1,867,480			$	1,849,779
建筑物及改良	10,120,610			9,937,718
	11,988,090			11,787,497
累计折旧和摊销	(3,782,174)			(3,588,646)
房地产，净额	8,205,916			8,198,851

现金及现金等价物	163,897			333,888
受限现金	19,050			27,108
有价证券	21,846			21,283
应收款项净额	318,952			315,128
递延费用和预付费用净额	178,016			169,326
持有待售房地产资产	—			4,551
其他资产	114,633			62,468
资产总额	$	9,022,310			$	9,132,603


负债
债务义务净额	$	5,322,955			$	5,494,753
应付账款、应计费用及其他负债	649,178			628,328
负债总额	5,972,133			6,123,081

承诺和或有事项（附注14）	—			—
可赎回优先单位	30,821			—

资本
合伙企业普通单位；已发行单位分别为315,999,308和315,231,761个，且已发行在外单位为306,872,316和 306,104,769个	3,006,102			3,007,558
累计其他综合收益	13,012			1,722
合伙人资本总额	3,019,114			3,009,280
非控股权益	242			242
资本总额	3,019,356			3,009,522
负债和资本总额	$	9,022,310			$	9,132,603
所附附注是这些未经审计的简明合并财务报表不可分割的组成部分。


BRIXMOR OPERATING PARTNERSHIP LP及其子公司
简明合并经营报表
（未经审计，单位：千，股份数据除外）
	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
收入
租金收入	$	358,546			$	340,618		$	1,066,775	$	1,017,256
其他收入	1,052			225			1,841		591
收入总额	359,598			340,843			1,068,616		1,017,847

经营费用
经营成本	40,921			38,891			127,062		117,979
房地产税	46,290			45,455			135,972		133,907
折旧和摊销	106,427			103,234			321,887		312,108
房地产资产减值	683			16,075			6,657		16,075
一般及行政费用	27,297			26,772			83,347		84,038
经营费用总额	221,618			230,427			674,925		664,107

其他收入（费用）
股息和利息	1,364			1,191			8,481		4,087
利息费用	(59,176)			(56,680)			(179,466)		(165,173)
出售房地产资产收益	8,863			40,018			70,780		58,843
债务清偿损失净额	—			—			—		(296)
其他	(889)			(703)			(3,925)		(2,076)
其他费用总额	(49,838)			(16,174)			(104,130)		(104,615)

净利润	88,142			94,242			289,561		249,125
归属于非控股权益的净利润	(7)			(7)			(21)		(22)
归属于Brixmor Operating Partnership LP的净利润	88,135			94,235			289,540		249,103
可赎回优先单位回报	(381)			—			(525)		—
可供Brixmor Operating Partnership LP普通单位持有人享有的净利润	$	87,754			$	94,235		$	289,015	$	249,103


可供Brixmor Operating Partnership LP普通单位持有人享有的每普通单位净利润：
基本	$	0.29			$	0.31		$	0.94	$	0.81
摊薄	$	0.28			$	0.31		$	0.94	$	0.81
加权平均单位数：
基本	307,305			307,193			307,248		307,132
摊薄	308,135			308,084			307,997		307,974
所附附注是这些未经审计的简明合并财务报表不可分割的组成部分。


BRIXMOR OPERATING PARTNERSHIP LP及其子公司
简明合并综合收益表
（未经审计，单位：千）
	截至9月30日的三个月		截至9月30日的九个月
	2026		2025		2026		2025
净利润	$	88,142			$	94,242		$	289,561	$	249,125
其他综合收益（亏损）
利率互换未实现收益（亏损）变动净额（附注6）	1,258			(164)			11,889		(6,479)
有价证券未实现收益（亏损）变动	(386)			(25)			(599)		156
其他综合收益（亏损）总额	872			(189)			11,290		(6,323)
综合收益	89,014			94,053			300,851		242,802
归属于非控股权益的综合收益	(7)			(7)			(21)		(22)
归属于Brixmor Operating Partnership LP的综合收益	$	89,007			$	94,046		$	300,830	$	242,780
所附附注是这些未经审计的简明合并财务报表不可分割的组成部分。


BRIXMOR OPERATING PARTNERSHIP LP及其子公司
简明合并资本变动表
（未经审计，单位：千）

	合伙企业普通单位		累计其他综合收益		非控股权益		总计
2025年1月1日余额	$	2,974,800			$	8,218		$	244	$	2,983,262
向普通合伙人分配	(88,916)			—			—		(88,916)
股权激励费用	4,650			—			—		4,650
其他综合亏损	—			(4,143)			—		(4,143)

与股权奖励计划相关的 OP Units 回购	(11,645)			—			—		(11,645)
净利润	69,729			—			8		69,737
2025年3月31日余额	2,948,618			4,075			252		2,952,945
向普通合伙人分配	(88,589)			—			—		(88,589)
股权激励费用	5,135			—			—		5,135
其他综合亏损	—			(1,991)			—		(1,991)

与股权奖励计划相关的 OP Units 回购	(566)			—			—		(566)
净利润	85,139			—			7		85,146
2025年6月30日余额	2,949,737			2,084			259		2,952,080
向普通合伙人分配	(88,030)			—			—		(88,030)
股权激励费用	4,370			—			—		4,370
其他综合亏损	—			(189)			—		(189)

与股权奖励计划相关的 OP Units 回购	(9)			—			—		(9)
净利润	94,235			—			7		94,242
2025年9月30日余额	$	2,960,303			$	1,895		$	266	$	2,962,464

2026年1月1日余额	$	3,007,558			$	1,722		$	242	$	3,009,522
向普通合伙人分配	(94,810)			—			—		(94,810)
股权激励费用	2,636			—			—		2,636
其他综合收益	—			7,687			—		7,687


与股权奖励计划相关的 OP Units 回购	(16,412)			—			—		(16,412)
净利润	127,750			—			7		127,757
2026年3月31日余额	3,026,722			9,409			249		3,036,380
向普通合伙人分配	(94,786)			—			—		(94,786)
股权激励费用	3,912			—			—		3,912
其他综合收益	—			2,731			—		2,731

可赎回优先单位增值至赎回价值	(330)			—			—		(330)

非控股权益优先回报	—			—			(14)		(14)


净利润，不包括归属于可赎回优先单位的 $144	73,511			—			7		73,518
2026年6月30日余额	3,009,029			12,140			242		3,021,411
向普通合伙人分配	(94,783)			—			—		(94,783)
股权激励费用	4,137			—			—		4,137
其他综合收益	—			872			—		872




非控股权益优先回报	—			—			(7)		(7)
与股权奖励计划相关的 OP Units 回购	(35)			—			—		(35)
净利润，不包括归属于可赎回优先单位的 $381	87,754			—			7		87,761
2026年9月30日余额	$	3,006,102			$	13,012		$	242	$	3,019,356
随附注释是这些未经审计的简明合并财务报表不可分割的一部分。


BRIXMOR OPERATING PARTNERSHIP LP 及其子公司
简明合并现金流量表
（未经审计，单位：千）
	截至9月30日的九个月
	2026		2025
经营活动：
净利润	$	289,561			$	249,125
将净利润调节为经营活动提供的现金净额的调整项：
折旧和摊销	321,887			312,108
债务溢价和折价净增值	(2,065)			(2,057)
递延融资成本摊销	5,942			5,472
高于及低于市场租赁的净增值	(12,702)			(13,606)
租户激励摊销及其他	1,526			1,724
房地产资产减值	6,657			16,075
出售房地产资产收益	(70,780)			(58,843)
股权激励	9,782			12,994
债务清偿损失净额	—			296
经营资产和负债变动：
应收款项净额	(9,251)			(24,346)
递延费用和预付费用	(30,486)			(30,734)
其他资产	585			171
应付账款、应计费用和其他负债	5,300			11,430
经营活动提供的现金净额	515,956			479,809

投资活动：
房地产资产改良及投资	(190,382)			(245,540)
收购房地产资产	(152,651)			(229,866)

出售房地产资产所得款项	163,635			122,823
购买有价证券	(21,979)			(13,811)
出售有价证券所得款项	20,833			12,644
投资活动所用现金净额	(180,544)			(353,750)

融资活动：

偿还无担保循环信贷额度借款	—			(660,000)
无担保循环信贷额度借款所得款项	—			660,000
无担保票据所得款项	398,512			798,720
偿还无担保票据借款	(600,694)			(632,312)
递延融资费用及债务清偿成本	(8,086)			(16,225)
发行 OP Units 的净所得款项	(184)			(241)
可赎回优先单位发行成本	(330)			—

向可赎回优先单位持有人分派	(203)			—
向合伙人分派及回购 OP Units	(302,476)			(278,060)
融资活动所用现金净额	(513,461)			(128,118)

现金、现金等价物及受限现金净变动	(178,049)			(2,059)
期初现金、现金等价物及受限现金	360,996			378,032
期末现金、现金等价物及受限现金	$	182,947			$	375,973

与合并资产负债表的调节：
现金及现金等价物	$	163,897			$	331,011
受限现金	19,050			44,962
期末现金、现金等价物及受限现金	$	182,947			$	375,973

现金流量信息补充披露：
已付利息，扣除资本化金额1,765美元和3,214美元	$	177,881			$	170,445
应计资本支出变动	725			(14,315)
非现金投资和/或融资活动补充披露：
为收购房地产资产承担的有担保抵押贷款公允价值	$	30,500			$	—
为收购房地产资产发行的可赎回优先单位	30,499			—
随附附注是这些未经审计的简明合并财务报表不可分割的一部分。

BRIXMOR PROPERTY GROUP INC. 和 BRIXMOR OPERATING PARTNERSHIP LP

简明合并财务报表附注

（未经审计）

1. 业务性质及财务报表列报

业务描述

Brixmor Property Group Inc.及其子公司（统称“母公司”）是一家内部管理型公司，已选择按房地产投资信托基金（“REIT”）纳税。Brixmor Operating Partnership LP及其子公司（统称“运营合伙企业”）是母公司开展绝大部分业务并持有绝大部分资产的实体。母公司持有BPG Subsidiary LLC（“BPG Sub”）100%的有限责任公司权益；BPG Sub则是Brixmor OP GP LLC（“普通合伙人”）的唯一成员，而普通合伙人是运营合伙企业的唯一普通合伙人。母公司通过运营合伙企业从事零售购物中心的持有、管理、租赁、收购、处置和重建，除通过其在运营合伙企业中的投资外，没有其他重大资产或负债。母公司、运营合伙企业及其合并子公司（统称“公司”或“Brixmor”）拥有并经营美国（“美国”）按可出租总面积（“GLA”）计规模最大的上市露天零售物业组合之一，主要由以杂货店为主力店的社区和街区购物中心构成。截至2026年9月 30日，公司物业组合由345家购物中心（“物业组合”）组成，GLA总计约6200万平方英尺。公司的优质全国性物业组合主要位于美国前50大核心统计区内已成熟的商圈，其购物中心的主力租户主要为非必需消费品和价值导向型零售商，以及面向消费者的服务提供商。

公司在衡量业绩时不区分其主要业务，也不按地理区域划分其业务。因此，根据美国公认会计原则（“GAAP”），公司只有一个经营和可报告分部。

待完成的Slate Grocery REIT交易及Everview合资企业

2026年9月27日，运营合伙企业与Everview Partners, L.P.（“Everview”）关联基金成立的一家新合资企业（“Everview JV”）签订了若干协议，据此，Everview JV同意收购Slate Grocery REIT（“Slate”）；Slate拥有并经营一组美国购物中心（“Slate交易”）。Slate交易预计完成后，公司将实际收购一组由23家以杂货店为主力店的购物中心组成的物业组合，其中包括22家购物中心的100%权益和一家购物中心的50%权益（合称“Brixmor物业组合”），收购价为6.36亿美元；Everview JV将以17.1亿美元收购其余92项资产（“合资物业组合”）。

运营合伙企业与Everview已就Everview JV签订一份临时投资者协议，其中规定（包括）各方将本着诚信原则进行协商，以便在Slate交易预计完成时或之前签订一份与双方议定的条款清单一致的合资协议。该条款清单涉及合资企业的重要条款，包括：

•运营合伙企业将控制与 Brixmor Portfolio 相关的所有决策，并享有与其相关的全部经济权利；

•Everview 将持有 JV Portfolio 80% 的普通权益，运营合伙企业将持有 JV Portfolio 20% 的普通权益；

•运营合伙企业将担任 Everview JV 的管理成员，管理 JV Portfolio，并有权就其服务收取费用；以及

•除出资相当于 JV Portfolio 可分配现金购买价款 20% 的金额（预计约为 112 million）外，运营合伙企业还将向 Everview JV 投资约 174 million 的优先股权，该投资享有 9% 的优先年度股息。

临时投资者协议还规定：(i) 运营合伙企业与 Everview 将共同促使 Everview JV 履行其在适用交易协议项下的义务；(ii) 如果任一方导致 Everview JV 未能履行其义务（包括其股权承诺函项下的义务），且 Slate 因此终止 Slate Transaction，则违约方应负责承担

非违约方 100% 的交易终止费及其他费用；以及 (iii) 其他费用分摊安排。

Slate Transaction 的完成须满足惯常成交条件，包括获得 Slate 单位持有人批准。公司预计，若 Slate 单位持有人批准，Slate Transaction 将于 2027 年第一季度完成。

列报基础

随附的未经审计简明合并财务报表按照 GAAP 关于中期财务信息的规定以及 Form 10-Q 的说明和 Regulation S-X 第 10 条编制。因此，报表未包含 GAAP 完整财务报表所要求的全部信息和附注。管理层认为，已纳入其认为为公允列报所列期间未经审计简明合并财务报表所必需的所有调整（由正常经常性应计项目构成）。所列期间的经营业绩未必能反映整个财政年度可能取得的业绩。阅读这些财务报表时，应结合截至 2025 年 12 月 31 日止年度的财务报表及其附注；这些内容载于公司于 2026 年 2 月 9 日向美国证券交易委员会（“SEC”）提交的 Form 10-K 年度报告中。

合并原则

随附的未经审计简明合并财务报表包括母公司、运营合伙企业、各自全资子公司以及所有其他公司具有控制性财务权益的实体的账目。所有公司间交易均已抵销。

远期股权销售

公司通过按市价发行股票计划（“ATM 计划”）订立的远期股票出售合同，依据《会计准则汇编》（“ASC”）815-40《衍生工具与套期保值——实体自身权益合同》进行评估。公司认定远期出售合同符合权益分类标准，因此将这些合同分类为权益工具，在结算前不在公司未经审计的简明合并资产负债表中确认。公司还在每股收益计算中考虑远期出售合同可能造成的稀释，使用库存股法确定结算前的任何稀释影响。

可赎回非控股权益

公司根据 ASC 810《合并》和 ASC 480《区分负债与权益》对可赎回非控股权益进行会计处理。可赎回非控股权益代表经营合伙企业在收购某项物业时发行的可赎回优先单位。可赎回优先单位设有规定的清算优先权、累积分配，并可由持有人选择赎回或转换。赎回时，公司可用现金或相当于赎回价值的公司普通股股份结算该义务。持有人还可选择将单位转换为固定数量的 OP Units 或公司普通股股份；但选择转换为公司普通股股份时，公司可自行选择以现金结算。由于这些单位包含不完全由公司控制的、由持有人控制的赎回条款，因此被视为附条件可赎回，并分类在永久权益之外。因此，在公司及经营合伙企业各自未经审计的简明合并资产负债表中，这些单位分别列示于负债与权益/资本之间的夹层部分，作为可赎回非控股权益和可赎回优先单位。归属于可赎回优先单位的金额，分别列示于公司及经营合伙企业各自未经审计的简明合并经营报表中的归属于非控股权益的净收益和可赎回优先回报。

所得税

母公司已选择根据经修订的《1986 年国内税收法》（“法典”）取得 REIT 资格。要取得 REIT 资格，母公司必须满足若干组织和运营要求，包括每年向股东分配至少相当于其 REIT 应税收入（按法典定义，在不考虑已支付股息扣除且不包括净资本利得的情况下确定）的 90%。管理层拟继续满足这些要求并维持母公司的

REIT 身份。作为 REIT，母公司通常无需缴纳美国联邦所得税，前提是向股东的分配至少等于其 REIT 应税收入。

母公司几乎所有业务均通过运营合伙企业开展，该合伙企业以有限合伙形式设立，并在美国联邦税务方面被视为穿透实体。因此，美国联邦所得税不会对公司的未经审计简明合并财务报表产生重大影响。

如果母公司在任何纳税年度未能符合 REIT 资格，则须按常规公司税率缴纳美国联邦税，并且之后四个纳税年度可能无法取得 REIT 资格。即使母公司符合 REIT 纳税资格，仍须就其收入和财产缴纳某些州和地方税，并根据适用情况，就未分配应税收入及其他收入项目缴纳美国联邦所得税和消费税。

母公司已选择将其某些子公司视为应税 REIT 子公司（各称为“TRS”），未来也可能选择将新设和/或其他现有子公司视为 TRS。TRS 可从事与房地产无关的活动和/或为租户提供非惯常服务，并受《国内税收法典》规定的某些限制。TRS 须按常规公司税率缴纳美国联邦、州和地方所得税。与母公司 TRS 相关的所得税不会对公司的未经审计简明合并财务报表产生重大影响。

公司已审查未结税务年度所采取的税务立场，并得出结论：截至 2026年9月30日和 2025年12月31日，公司的未经审计简明合并财务报表无需计提与不确定税务立场相关的所得税准备。未结税务年度通常为 2023 至 2025 年，但可能因司法管辖区和事项而异。公司将与未确认税收优惠相关的应计罚款和利息确认为所得税费用，并计入公司未经审计简明合并经营报表的“其他”项目。

新会计公告

公司于 2026年2月9日向 SEC 提交的年度报告 Form 10-K 中披露的会计公告影响没有变化；近期发布的会计准则或公告均未列入，因为它们与公司无关，或预计不会对公司的未经审计简明合并财务报表产生重大影响。

2. 房地产收购

截至 2026年9月30日的九个月内，公司通过单独交易收购了以下资产（除另有说明外，金额单位为千美元）：


				总购买价(1)
说明	地点	收购月份	总可出租面积	现金		承担的债务	其他		总计
Mayfair 购物中心(2)	纽约州康马克	2026年5月	221,010		$	8,414		$	30,500		$	30,499	$	69,413
Vintage Marketplace	德克萨斯州休斯顿	2026年5月	72,184		32,815		—			—		32,815
Jones Crossing	德克萨斯州大学城	2026年6月	163,472		46,734		—			—		46,734
Stanford Station	佛罗里达州巴拿马城	2026年6月	96,844		15,264		—			—		15,264
Village West 购物中心	加利福尼亚州赫米特	2026年8月	195,862		49,424		—			—		49,424
			749,372		$	152,651		$	30,500		$	30,499	$	213,650

(1)总购买价格包括 $2.1 million 的交易成本，扣除 $2.2 million 的交割抵免额。

(2)其他包括运营合伙企业因收购而发行的 $30.5 million 可赎回优先单位。有关可赎回优先单位的更多信息，请参阅附注 11。

在截至 2025 年 9 月 30 日的九个月内，公司通过单独交易收购了以下资产（除非另有说明，金额单位为千美元）：


				总购买价格(1)
说明	地点	收购月份	GLA	现金		承担的债务	其他		总计
Suffolk Plaza 的土地	East Setauket, NY	Jan-25	—		$	3,144		$	—		$	—	$	3,144
Plaza at Buckland Hills 的租赁合同	Manchester, CT	Jun-25	—		4,330		—			—		4,330
LaCenterra at Cinco Ranch	Katy, TX	Jul-25	409,264		222,392		—			—		222,392



			409,264		$	229,866		$	—		$	—	$	229,866

(1)总购买价格包括 $0.7 million 的交易成本，扣除 $1.2 million 的交割抵免额。

截至 2026 年和 2025 年 9 月 30 日的九个月内收购资产的总购买价格，分别分配如下（金额单位为千美元）：


	截至 9 月 30 日的九个月
资产	2026		2025
土地	$	39,850			$	21,516
建筑物	100,357			168,152
建筑物及租户改良	21,216			7,540
高于市场水平的租赁(1)	263			39
现有租赁(2)	50,020			45,945
经营租赁使用权资产，净额(3)	41,624			—
资产总额	253,330			243,192

负债
低于市场水平的租赁(4)	31,660			13,326
经营租赁负债(3)	8,020			—

负债总额	39,680			13,326
收购净资产	$	213,650			$	229,866

(1)截至 2026 年 9 月 30 日的九个月内收购资产相关高于市场水平租赁在收购时的加权平均摊销期限为 8.2 年。

(2)截至 2026 年 9 月 30 日的九个月内收购资产相关现有租赁在收购时的加权平均摊销期限为 7.6 年。

(3)截至 2026 年 9 月 30 日的九个月内收购资产相关经营租赁使用权资产（净额）及经营租赁负债在收购时的加权平均摊销期限为 90.2 年。

(4)截至 2026 年 9 月 30 日的九个月内收购资产相关低于市场水平租赁在收购时的加权平均摊销期限为 26.5 年。

3. 资产处置及持有待售资产

截至2026年9月30日止三个月内，公司处置了两处购物中心，净收益总额为$40.8 million，产生收益总额$8.9 million及减值总额$0.7 million。截至2026年9月30日止九个月内，公司处置了八处购物中心，净收益总额为$161.3 million，产生收益总额$68.7 million及减值总额$6.7 million。此外，截至2026年9月30日止九个月内，公司收到此前通过征用权取得的一处购物中心土地相关净收益总额$2.3 million，并解决了与此前处置资产相关的或有事项，产生收益总额$2.1 million。

截至2025年9月30日止三个月内，公司处置了七处购物中心，净收益总额为$79.1 million，产生收益总额$40.0 million。截至2025年9月30日止九个月内，公司处置了十处购物中心及四处部分购物中心，净收益总额为$122.8 million，产生收益总额$58.8 million。

截至2026年9月30日，公司没有持有待售物业。截至2025年12月31日，公司有一处持有待售物业。与分类为持有待售的物业相关的负债为零。下表列示与分类为持有待售的物业相关的资产（单位：千）：


资产	2026年9月30日		2025年12月31日
土地	$	—			$	233
建筑物及改良	—			5,579
累计折旧和摊销	—			(1,407)
房地产，净额	—			4,405
其他资产	—			146
与持有待售房地产资产相关的资产	$	—			$	4,551

截至2026年和2025年9月30日止三个月及九个月均无终止经营业务，因为这些处置均不构成符合终止经营业务认定标准的公司业务战略转变。

4. 房地产

公司房地产净额的构成如下（单位：千，除非另有说明）：


	2026年9月30日		2025年12月31日
土地	$	1,867,480			$	1,849,779
建筑物及改良：
建筑物及租户改良	9,554,447			9,388,978
租赁无形资产(1)	566,163			548,740
	11,988,090			11,787,497
累计折旧和摊销(2)	(3,782,174)			(3,588,646)
合计	$	8,205,916			$	8,198,851

(1)截至2026年9月30日和2025年12月31日，租赁无形资产分别包括$527.0 million和$508.2 million的已签约租赁，以及$39.1 million和$40.6 million的高于市场租赁。这些无形资产在各相关租赁期限内摊销。

(2)截至2026年9月30日和2025年12月31日，累计折旧和摊销分别包括与租赁无形资产相关的累计摊销$436.6 million和$426.6 million。

此外，截至2026年9月 30日和2025年12月31日，公司与低于市场水平的租赁相关的无形负债分别为$409.3 million和$389.1 million，累计增值分别为$246.2 million和$244.3 million。这些无形负债计入公司未经审计的简明合并资产负债表中的应付账款、应计费用及其他负债。

截至2026年和2025年9月 30日止三个月，低于市场水平租赁的增值收入（扣除高于市场水平租赁的摊销后）分别为$3.7 million和$5.6 million。截至2026年和2025年9月 30日止九个月，低于市场水平租赁的增值收入（扣除高于市场水平租赁的摊销后）分别为$12.7 million和$13.6 million。这些金额计入公司未经审计的简明合并经营报表中的租金收入。截至2026年和2025年9月 30日止三个月，与原址租赁价值相关的摊销费用分别为$9.3 million和$7.9 million。截至2026年和2025年9月 30日止九个月，与原址租赁价值相关的摊销费用分别为$27.9 million和$22.1 million。这些金额计入公司未经审计的简明合并经营报表中的折旧和摊销。公司预计未来五年的低于市场水平租赁增值收入（扣除高于市场水平租赁摊销费用后）以及原址租赁摊销费用如下（单位：千）：


截至12月31日止年度，	低于市场水平租赁增值（收入），扣除高于市场水平租赁摊销费用后		原址租赁摊销费用
2026年（剩余三个月）	$	(3,668)			$	9,232
2027	(13,406)			29,956
2028	(12,276)			22,298
2029	(11,122)			15,781
2030	(10,424)			10,333
2031	(9,998)			8,824

5. 减值

管理层定期评估是否存在任何迹象（包括物业经营业绩、预期持有期变化及一般市场状况），表明公司房地产资产（包括任何相关无形资产或负债）的账面价值可能发生减值。如果管理层认定某项房地产资产的账面价值已发生减值，则确认减值费用，以反映其估计公允价值。

公司在截至2026年9月 30日止三个月和九个月确认了以下减值（金额单位：千美元）：


截至2026年9月 30日止三个月
物业名称(1)	地点	GLA	减值费用
High Point Centre(2)	Lombard, IL	240,345		$	683
		240,345		$	683

截至2026年9月 30日止九个月
物业名称(1)	地点	GLA	减值费用
High Point Centre(2)	Lombard, IL	240,345		$	6,657
		240,345		$	6,657

(1)公司根据该物业预期持有期的变化和/或与公司资本循环计划相关的第三方买家报价，确认了减值费用。

(2)公司于截至2026年9月 30日止九个月内处置了该物业。

公司在截至2025年9月30日止三个月和九个月确认了以下减值（金额单位：千美元）：


截至2025年9月30日的三个月和九个月
物业名称(1)	位置	GLA	减值费用
Springdale(2)	Mobile, AL	398,701		$	16,075
		398,701		$	16,075

(1)公司根据该物业预期持有期的变化和/或第三方买家就公司资本循环计划提出的报价，确认了减值费用。

(2)公司于截至2025年12月31日的年度内处置了该物业。

公司无法保证未来期间不会对其投资组合计提重大减值费用。有关公司处置（如有）相关减值费用的更多信息，请参见附注3。有关已减值经营物业公允价值的更多信息（如有），请参见附注8。

6. 金融工具——衍生品与套期保值

The Company’s use of derivative instruments is intended to manage its exposure to interest rate movements and such instruments are not utilized for speculative purposes. In certain situations, the Company may enter into derivative financial instruments, such as interest rate swap agreements and interest rate cap agreements that result in the receipt and/or payment of future known and uncertain cash amounts, the value of which are determined by market interest rates.

Cash Flow Hedges of Interest Rate Risk

Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts, generally based on the Secured Overnight Financing Rate (\"SOFR\"), from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount. Interest rate lock agreements designated as cash flow hedges generally involve the Company locking a fixed benchmark U.S. treasury rate with a counterparty for a specified future period to hedge variability in future cash flows attributable to changes in interest rates. Interest rate lock agreements are settled in cash on the specified settlement date without the exchange of the underlying notional amount. The Company utilizes interest rate swap and interest rate lock agreements to partially hedge the cash flows associated with variable-rate debt or future cash flows associated with forecasted fixed-rate debt issuances. The Company has elected to present its interest rate derivatives on its unaudited Condensed Consolidated Balance Sheets on a gross basis as interest rate derivative assets and interest rate derivative liabilities. The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

In February 2026, the Company entered into two interest rate lock agreements with an aggregate notional amount of $200.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $200.0 million of fixed-rate debt. In May 2026, the Company terminated the two interest rate lock agreements in connection with the issuance of the 2036 Notes (defined hereafter), for aggregate net proceeds of $6.2 million. The net proceeds are included in Accumulated other comprehensive income on the Company's unaudited Condensed Consolidated Balance Sheets and will be amortized over the term of interest payments hedged by the interest rate lock agreements, as a reduction to Interest expense on the Company's unaudited Condensed Consolidated Statements of Operations. During the year ended December 31, 2025, the Company did not enter into or terminate any interest rate swap or interest rate lock agreements.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of September 30, 2026 is as follows (dollars in thousands):


							Fair Value
Effective Date	Maturity Date	Swapped Variable Rate	Fixed Rate		Notional Amount		Assets	Liabilities
5/1/2023	7/26/2027	1 Month SOFR	3.58900	%		$	100,000		$	623			$	—
5/1/2023	7/26/2027	1 Month SOFR	3.59500	%		75,000		464			—
5/1/2023	7/26/2027	1 Month SOFR	3.59300	%		25,000		155			—
7/26/2024	7/26/2027	1 Month SOFR	4.07670	%		100,000		227			—
7/26/2024	7/26/2027	1 Month SOFR	4.07700	%		100,000		227			—
7/26/2024	7/26/2027	1 Month SOFR	4.07670	%		50,000		114			—
7/26/2024	7/26/2027	1 Month SOFR	4.07700	%		50,000		114			—
					$	500,000		$	1,924			$	—

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2025 is as follows (dollars in thousands):


							Fair Value
Effective Date	Maturity Date	Swapped Variable Rate	Fixed Rate		Notional Amount		Assets	Liabilities
5/1/2023	7/26/2027	1 Month SOFR	3.5890	%		$	100,000		$	—			$	(460)
5/1/2023	7/26/2027	1 Month SOFR	3.5950	%		75,000		—			(352)
5/1/2023	7/26/2027	1 Month SOFR	3.5930	%		25,000		—			(117)
7/26/2024	7/26/2027	1 Month SOFR	4.0767	%		100,000		—			(1,208)
7/26/2024	7/26/2027	1 Month SOFR	4.0770	%		100,000		—			(1,208)
7/26/2024	7/26/2027	1 Month SOFR	4.0767	%		50,000		—			(604)
7/26/2024	7/26/2027	1 Month SOFR	4.0770	%		50,000		—			(604)
					$	500,000		$	—			$	(4,553)

All of the Company's outstanding interest rate swap and interest rate lock agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is determined using market standard valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatility. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in Other comprehensive income on the Company's unaudited Condensed Consolidated Statements of Comprehensive Income and is reclassified into earnings as interest expense in the period that the hedged transaction affects earnings.

The effective portion of the Company’s interest rate derivatives that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2026 and 2025 is as follows (in thousands):


Derivatives in Cash Flow Hedging Relationships (Interest Rate Derivatives)		Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Change in unrealized gain (loss) on interest rate swaps		$	1,333			$	580		$	11,873	$	(4,259)
Accretion (amortization) of interest rate swaps to interest expense		(75)			(744)			16		(2,220)
Change in unrealized gain (loss) on interest rate swaps, net		$	1,258			$	(164)		$	11,889	$	(6,479)

The Company estimates that $3.3 million will be reclassified from Accumulated other comprehensive income as a decrease to Interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and nine months ended September 30, 2026 and 2025.

Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk

The Company does not use derivatives for trading or speculative purposes. As of September 30, 2026 and December 31, 2025, the Company did not have any non-designated hedges.

Credit-risk-related Contingent Features

The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company was to be declared in default on its derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.

7. Debt Obligations

As of September 30, 2026 and December 31, 2025, the Company had the following indebtedness outstanding (dollars in thousands):


	Carrying Value as of
	September 30, 2026		December 31, 2025		Stated Interest Rate(1)		Scheduled Maturity Date
Secured mortgage
Fixed rate secured mortgage	$	30,500			$	—		5.50%	2031


Total secured mortgage, net	$	30,500			$	—

Notes payable
Unsecured notes(2)	$	4,817,759			$	5,018,453		2.25% – 7.68%	2026 – 2036
Net unamortized premium	6,725			10,277
Net unamortized debt issuance costs	(23,975)			(23,797)
Total notes payable, net	$	4,800,509			$	5,004,933

Unsecured Credit Facility
Revolving Facility	$	—			$	—		4.68%	2029
Term Loan Facility(3)(4)	500,000			500,000			4.53%	2030
Net unamortized debt issuance costs	(8,054)			(10,180)
Total Unsecured Credit Facility and term loans	$	491,946			$	489,820

Total debt obligations, net	$	5,322,955			$	5,494,753

(1)Stated interest rates as of September 30, 2026 do not include the impact of the Company’s interest rate swap agreements (described below).

(2)As of September 30, 2026, the weighted average stated interest rate on the Company’s unsecured notes was 4.30%.

(3)Effective July 26, 2024, the Company has four interest rate swap agreements in place that convert the variable interest rate on $300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 4.08% (plus a spread, currently 85 basis points) through July 26, 2027.

(4)Effective May 1, 2023, the Company has three interest rate swap agreements in place that convert the variable interest rate on $200.0 million outstanding under the Term Loan Facility to a fixed, combined interest rate of 3.59% (plus a spread, currently 85 basis points) through July 26, 2027.

2026 Debt Transactions

During the nine months ended September 30, 2026, the Operating Partnership repaid $600.0 million principal amount of the 4.125% Senior Notes due 2026 (the \"2026 4.125% Notes\") and $0.7 million of the 7.970% Senior Notes due 2026 (the \"2026 7.970% Notes\"), representing all of the outstanding 2026 4.125% Notes and 2026 7.970% Notes, respectively. The Operating Partnership funded the 2026 4.125% Notes and 2026 7.970% Notes repayments with available cash, proceeds from the 2036 Notes, and dispositions.

On May 5, 2026, the Operating Partnership issued $400.0 million aggregate principal amount of Senior Notes due 2036 (the \"2036 Notes\") at 99.628% of par. The Operating Partnership used the net proceeds for the repayment of indebtedness. The 2036 Notes bear interest at a rate of 5.375% per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2026. The 2036 Notes will mature on June 15, 2036.

On May 27, 2026, the Operating Partnership assumed secured mortgage debt with a principal amount and fair value of $30.5 million, in connection with the acquisition of one shopping center. The secured mortgage debt bears interest at a rate of 5.500% per annum, payable monthly in arrears on the first of the following month. The secured mortgage debt will mature on June 1, 2031. As of September 30, 2026, no other properties were encumbered by secured indebtedness. See Note 2 for additional information regarding the acquisition.

On September 27, 2026, in connection with the Slate Transaction described in Note 1, the Operating Partnership entered into a commitment letter for up to $988.0 million of senior unsecured term loan financing. The commitment is in addition to the Company's other capital sources and if unutilized expires in connection with the expected closing of the Slate Transaction. The financing is available in a single drawing upon the expected closing of the Slate Transaction and the commitment size will be reduced proportionally as we secure financing through other capital sources. If utilized, the borrowing will bear interest, at the Operating Partnership’s election, at a SOFR-based rate or an alternative base rate, plus an applicable credit spread, and will mature 364 days after funding, subject to a six-month extension option. The Operating Partnership incurred approximately $4.0 million of related fees, which were deferred and included in other assets on the Company’s unaudited Condensed Consolidated Balance Sheets. If the financing is funded, the related fees will be amortized to interest expense over the initial 364-day term of the loan. If management determines that execution of the financing is no longer probable, the fees will be expensed.

2025 Debt Transactions

During the year ended December 31, 2025, the Operating Partnership repaid $632.3 million principal amount of the 3.850% Senior Notes due 2025 (the \"2025 Notes\"), representing all of the outstanding 2025 Notes. The Operating Partnership funded the 2025 Notes repayments with available cash, proceeds from the Revolving Facility (defined hereafter), and dispositions.

On March 4, 2025, the Operating Partnership issued $400.0 million aggregate principal amount of Senior Notes due 2032 (the \"2032 Notes\") at 99.831% of par. The Operating Partnership used the net proceeds for general corporate purposes, including the repayment of indebtedness. The 2032 Notes bear interest at a rate of 5.200% per annum, payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2025. The 2032 Notes will mature on April 1, 2032.

On April 24, 2025, the Operating Partnership amended and restated its unsecured credit facility agreements (the \"Unsecured Credit Facility\"). The amended and restated agreements provide for (i) revolving loan commitments of $1.25 billion (the \"Revolving Facility\") scheduled to mature on April 30, 2029 (extending the applicable scheduled maturity date from June 30, 2026) and (ii) a continuation of the existing $500.0 million term loan (the \"Term Loan Facility\") scheduled to mature on April 30, 2030 (extending the applicable scheduled maturity date from July 26, 2027). The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments. The current interest rate applicable to the Revolving Facility was effectively lowered (for the margins based on the Operating Partnership’s current credit ratings) to SOFR plus 77.5 basis points from SOFR plus 95 basis points and the current interest rate applicable to the Term Loan Facility was effectively lowered (for the margins based on the Operating Partnership’s current credit ratings), to SOFR plus 85 basis points from SOFR plus 105 basis points, in each case, based on the elimination of a 10 basis point SOFR credit spread adjustment and the ability of the Company to obtain more favorable pricing in certain circumstances when the Company’s leverage ratio meets defined targets. The total capacity under the Unsecured Credit Facility as amended and restated on April 24, 2025 is $1.75 billion.

On September 9, 2025, the Operating Partnership issued $400.0 million aggregate principal amount of Senior Notes due 2033 (the \"2033 Notes\") at 99.849% of par. The Operating Partnership used the net proceeds for general corporate purposes, including the repayment of indebtedness. The 2033 Notes bear interest at a rate of 4.850% per annum, payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2026. The 2033 Notes will mature on February 15, 2033.

Debt Maturities

As of September 30, 2026 and December 31, 2025, the Company had accrued interest of $55.9 million and $63.6 million outstanding, respectively. As of September 30, 2026, scheduled maturities of the Company’s outstanding debt obligations were as follows (in thousands):


Year ending December 31,
2026 (remaining three months)	$	6,848
2027	400,000
2028	357,708
2029	753,203
2030	1,300,000
2031	530,500
Thereafter	2,000,000
Total debt maturities	5,348,259
Net unamortized premium	6,725
Net unamortized debt issuance costs	(32,029)
Total debt obligations, net	$	5,322,955

As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $6.8 million outstanding principal balance of Senior Notes due 2026 and $400.0 million outstanding principal balance of Senior Notes due 2027. The Company currently believes it has sufficient cash and cash equivalents and liquidity to satisfy these scheduled debt maturities.

Debt Covenants

Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of September 30, 2026.

8. Fair Value Disclosures

All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below (in thousands):


	September 30, 2026		December 31, 2025
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value

Secured mortgage	$	30,500			$	29,291		$	—	$	—
Notes payable	4,800,509			4,571,684			5,004,933		4,986,781
Unsecured Credit Facility	491,946			500,000			489,820		500,000
Total debt obligations, net	$	5,322,955			$	5,100,975		$	5,494,753	$	5,486,781

As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.

Recurring Fair Value

The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Levels 1 and 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a recurring basis (in thousands, unless otherwise specified):


	Fair Value Measurements as of September 30, 2026
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities(1)	$	21,846		$	638		$	21,208	$	—
Interest rate derivatives	$	1,924		$	—		$	1,924	$	—




	Fair Value Measurements as of December 31, 2025
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Marketable securities(1)	$	21,283		$	1,836		$	19,447	$	—


Liabilities:
Interest rate derivatives	$	(4,553)		$	—		$	(4,553)	$	—

(1)As of September 30, 2026 and December 31, 2025, marketable securities included $(0.4) million and $0.2 million of net unrealized (losses) gains, respectively. As of September 30, 2026, the contractual maturities of the Company’s marketable securities were within the next five years.

Non-Recurring Fair Value

Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. Fair value is determined by offers from third-party buyers, market comparable data, third-party appraisals, or discounted cash flow analyses. The cash flows utilized in such analyses are comprised of unobservable inputs that include forecasted rental revenue and expenses based upon market conditions and future expectations. The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy.

The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. During the nine months ended September 30, 2026, no properties were remeasured to fair value as a result of impairment testing that were not disposed of prior to September 30, 2026. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the year ended December 31, 2025, excluding the properties sold prior to December 31, 2025 (dollars in thousands, unless otherwise specified):







	Fair Value Measurements as of December 31, 2025
	Balance		Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)	Impairment of Real Estate Assets
Assets:
Properties(1)(2)	$	358		$	—		$	—	$	358	$	1,679

(1)Excludes properties disposed of prior to December 31, 2025.

(2)The carrying value of The Shoppes at North Olmsted, which was remeasured to fair value based on a discounted cash flow analysis during the year ended December 31, 2025, was $0.4 million. The discount rate of 8.0% which was utilized in the discounted cash flow analysis was based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the property.

9. Revenue Recognition

The Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers and short-term or seasonal retail (e.g., Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay a portion of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties.

Additionally, certain leases may require variable lease payments associated with percentage rents, which are calculated based on underlying tenant sales. The Company recognized $1.9 million and $1.2 million of income based on percentage rents for the three months ended September 30, 2026 and 2025, respectively. The Company recognized $9.8 million and $8.0 million of income based on percentage rents for the nine months ended September 30, 2026 and 2025, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.

10. Leases

The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes an operating lease right-of-use (\"ROU\") asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term. As of September 30, 2026, the Company does not include any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain. Certain agreements require the Company to pay a portion of property operating expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties. These payments are not included in the calculation of the ROU asset or lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases (dollars in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
Supplemental Statements of Operations Information	2026		2025		2026		2025
Operating lease costs	$	1,979			$	1,700		$	5,425	$	5,102

Variable lease costs	14			50			117		188
Total lease costs	$	1,993			$	1,750		$	5,542	$	5,290

	Nine Months Ended September 30,
Supplemental Statements of Cash Flows Information	2026		2025
Operating cash outflows from operating leases	$	4,779			$	4,697
ROU assets obtained in exchange for operating lease liabilities	43,865			9,496
ROU asset reduction due to dispositions, held for sale, and lease modifications	(72)			—

Operating Lease Liabilities	As of September 30, 2026
Future minimum operating lease payments:
2026 (remaining three months)	$	1,559
2027	6,076
2028	6,021
2029	5,985
2030	5,471
2031	4,560
Thereafter	170,691
Total future minimum operating lease payments	200,363
Less: imputed interest	(145,319)

Operating lease liabilities	$	55,044

Supplemental Balance Sheets Information	As of September 30, 2026		As of December 31, 2025
Operating lease liabilities(1)(2)	$	55,044			$	47,351
ROU assets(1)(3)	84,605			44,114

(1)As of September 30, 2026 and December 31, 2025, the weighted average remaining lease term was 35.1 years and 26.1 years, respectively, and the weighted average discount rate was 6.74% and 6.35%, respectively.

(2)These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

(3)These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.

As of September 30, 2026, there were no material leases that have been executed but not yet commenced.

11. Equity and Capital

ATM Program

In October 2025, the Company renewed the ATM Program through which the Company may sell, from time to time, up to an aggregate of $400.0 million of its common stock through sales agents. The ATM Program also provides for the sale of common stock through forward sale contracts. The ATM Program is scheduled to expire on October 28, 2028, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers.

During the nine months ended September 30, 2026, the Company entered into forward sale contracts under the ATM Program through which it is expected to issue 3.9 million shares of its common stock at a weighted-average offering price of $29.85, before commissions and fees. The forward contracts must be settled by March 15, 2027 and the Company has the ability to elect cash or net share settlement rather than physical settlement, which, if elected, could result in cash outflows rather than share issuances. The Company currently intends to physically settle these agreements. As of September 30, 2026, no shares under the forward sale contracts have settled. Anticipated proceeds from the issuance of shares under physical settlement of the forward sale contracts are approximately $116.0 million, before commissions and fees, and are expected to be used for general corporate purposes. During the nine months ended September 30, 2025, the Company did not issue any shares of common stock under the ATM Program. As of September 30, 2026, $284.0 million of common stock remained available for issuance under the ATM Program, including the impact of forward sales contracts.

Share Repurchase Program

In October 2025, the Company renewed its share repurchase program (the \"Repurchase Program\") for up to $400.0 million of its common stock. The Repurchase Program is scheduled to expire on October 28, 2028, unless suspended or extended by the Company's board of directors. During the nine months ended September 30, 2026 and 2025, the Company did not repurchase any shares of common stock pursuant to the Repurchase Program. As of September 30, 2026, the Repurchase Program had $400.0 million of available repurchase capacity.

Common Stock

In connection with the vesting of restricted stock units (\"RSUs\") under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations. During the nine months ended September 30, 2026 and 2025, the Company withheld 0.6 million and 0.4 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended September 30, 2026 and 2025, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.3075 per share/unit and $0.2875 per share/unit, respectively. During the nine months ended September 30, 2026 and 2025, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.9225 per share/unit and $0.8625 per share/unit, respectively. As of September 30, 2026 and December 31, 2025, the Company had declared but unpaid common stock dividends and OP Unit distributions of $96.3 million and $98.0 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

Non-controlling Interests

During the year ended December 31, 2024, the Company completed the acquisition of 100% of the common equity in entities owning North Ridge Shopping Center and The Plaza at Buckland Hills. As of September 30, 2026 and December 31, 2025, the acquired entities have $0.2 million of issued and outstanding preferred equity, which the Company did not acquire, which is reflected in Non-controlling interests on the Company’s unaudited Condensed Consolidated Balance Sheets.

Redeemable Non-controlling Interests/Redeemable Preferred Units

During the nine months ended September 30, 2026, the Operating Partnership issued $30.5 million of redeemable preferred units (the \"Series A Preferred Units\"), in connection with the acquisition of one shopping center. The Series A Preferred Units contain redemption features not solely within the Company’s control and are classified as Redeemable non-controlling interests and as Redeemable preferred units in each of the Company’s and the Operating Partnership’s unaudited Condensed Consolidated Balance Sheets, respectively. Amounts attributable to redeemable preferred units are presented within Net income attributable to non-controlling interests and Redeemable preferred return on each of the Company's and the Operating Partnership's unaudited Condensed Consolidated Statements of Operations, respectively.

The Series A Preferred Units rank senior to the OP Units with respect to distributions and liquidation rights and have a liquidation preference of $25.00 per unit. Distributions on the Series A Preferred Units equal an amount per unit of 5.00% of the $25.00 liquidation preference and are cumulative. Holders of the Series A Preferred Units may require the Operating Partnership to redeem all or a portion of the units at any time. Upon a redemption request, the Company may settle in shares of the Company’s common stock or cash equal to the liquidation preference plus accumulated and unpaid distributions. Holders may also convert or exchange the Series A Preferred Units into a fixed number of OP Units or shares of the Company’s common stock at a fixed conversion price. As of September 30, 2026, 1,219,947 Series A Preferred Units remained outstanding.

The following table presents changes in Redeemable non-controlling interests/Redeemable preferred units for the three and nine months ended September 30, 2026 and 2025 (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Balance at beginning of period	$	30,643			$	—		$	—	$	—
Acquisition of real estate assets(1)	—			—			30,499		—
Redeemable preferred units issuance costs(1)	—			—			(330)		—
Redeemable preferred return	381			—			525		—
Accretion of redeemable preferred units to redemption value	—			—			330		—
Distributions to redeemable non-controlling interests	(203)			—			(203)		—
Balance at end of period	$	30,821			$	—		$	30,821	$	—

(1)Relates to the issuance of Series A Preferred Units during the nine months ended September 30, 2026, as described above.

12. Stock Based Compensation

In February 2022, the Company's board of directors approved the 2022 Omnibus Incentive Plan (the \"Plan\") and in April 2022, the Company's stockholders approved the Plan. The Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock, RSUs, OP Units, performance awards, and other stock-based awards.

During the nine months ended September 30, 2026 and the year ended December 31, 2025, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, above target, and maximum number of units that can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period. Tranches that only have a service-based component can only earn a target number of units. The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.5 million and 0.6 million for the nine months ended September 30, 2026 and the year ended December 31, 2025, respectively, with vesting periods ranging from one to five years. For the service-based and performance-based RSUs granted, fair value is based on the Company's grant date stock price or the grant date stock price adjusted for dividend or dividend equivalent rights, when applicable. For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:


Assumption	Nine Months Ended September 30, 2026	Year Ended December 31, 2025
Volatility	22.0% - 24.0%	20.0% - 26.0%
Weighted average risk-free interest rate	3.47% - 3.73%	4.24% - 4.24%
Weighted average common stock dividend yield	4.3% - 4.5%	4.3% - 4.5%

During the three months ended September 30, 2026 and 2025, the Company recognized $4.1 million and $4.4 million of equity compensation expense, respectively, of which $0.3 million and $0.3 million was capitalized, respectively. During the nine months ended September 30, 2026 and 2025, the Company recognized $10.7 million and $14.2 million of equity compensation expense, respectively, of which $0.9 million and $1.2 million was capitalized, respectively. These amounts are included in General and administrative expense on the Company’s unaudited Condensed Consolidated Statements of Operations. As of September 30, 2026, the Company had $16.6 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.2 years.

13. Earnings per Share/Unit

Basic earnings per share/unit (\"EPS\") is calculated by dividing net income attributable to the Company’s common stockholders/Operating Partnership's common unitholders, including the impact of any participating securities, by the weighted average number of shares/units outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock/units were exercised or converted into shares of common stock/common units.

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, 2026 and 2025 (in thousands, except per share data):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Computation of Basic Earnings Per Share:
Net income	$	88,142			$	94,242		$	289,561	$	249,125
Net income attributable to non-controlling interests	(388)			(7)			(546)		(22)
Non-forfeitable dividends on unvested restricted shares(1)	(152)			(172)			(454)		(463)

Accretion of redeemable non-controlling interests to redemption value	—			—			(330)		—
Net income attributable to the Company’s common stockholders for basic earnings per share	$	87,602			$	94,063		$	288,231	$	248,640

Weighted average number shares outstanding – basic(2)	307,305			307,193			307,248		307,132

Basic earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.29			$	0.31		$	0.94	$	0.81

Computation of Diluted Earnings Per Share:


Net income attributable to the Company’s common stockholders for diluted earnings per share	$	87,602			$	94,063		$	288,231	$	248,640

Weighted average shares outstanding – basic	307,305			307,193			307,248		307,132
Effect of dilutive securities:(3)(4)

Unsettled forward sales contracts(4)	80			—			25		—
Equity awards(5)	750			891			724		842
Weighted average shares outstanding – diluted	308,135			308,084			307,997		307,974

Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.28			$	0.31		$	0.94	$	0.81

(1)Certain unvested restricted shares issued pursuant to the Company’s share-based compensation program have rights to receive non-forfeitable dividends or dividend equivalents. These shares are considered participating securities and their impact on EPS is calculated using the two-class method. Under the two-class method earnings are allocated to the unvested restricted share awards based on dividends declared and their participation rights in undistributed earnings.

(2)Includes unvested restricted shares issued pursuant to the Company's share-based compensation program that qualify for retirement eligibility and no longer have a substantive service condition.

(3)As of September 30, 2026, the Company had redeemable non-controlling interests outstanding which, upon redemption, may result in issuance of shares of common stock. The redeemable non-controlling interests were evaluated using the if-converted method and determined to be anti-dilutive in the calculation of diluted EPS for the three and nine months ended September 30, 2026. As of September 30, 2025, the Company did not have any redeemable non-controlling interests outstanding.

(4)As of September 30, 2026, the Company had unsettled forward sales contracts under which it is expected to issue 3.9 million shares of common stock. The forward sales contracts were evaluated using the treasury stock method and determined to be dilutive. Accordingly, dilutive shares were included in the calculation of diluted EPS for the three and nine months ended September 30, 2026. As of September 30, 2025, the Company did not have any unsettled forward sales contracts.

(5)Unvested restricted shares that did not qualify as participating securities were included in the diluted EPS calculation using the treasury stock method.

The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and nine months ended September 30, 2026 and 2025 (in thousands, except per unit data):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Computation of Basic Earnings Per Unit:
Net income	$	88,142			$	94,242		$	289,561	$	249,125
Net income attributable to non-controlling interests	(7)			(7)			(21)		(22)
Non-forfeitable distributions on unvested restricted units(1)	(152)			(172)			(454)		(463)
Redeemable preferred return	(381)			—			(525)		—
Accretion of redeemable preferred units to redemption value	—			—			(330)		—
Net income attributable to the Operating Partnership’s common units for basic earnings per unit	$	87,602			$	94,063		$	288,231	$	248,640

Weighted average number common units outstanding – basic(2)	307,305			307,193			307,248		307,132

Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.29			$	0.31		$	0.94	$	0.81

Computation of Diluted Earnings Per Unit:


Net income attributable to the Operating Partnership’s common units for diluted earnings per unit	$	87,602			$	94,063		$	288,231	$	248,640

Weighted average common units outstanding – basic	307,305			307,193			307,248		307,132
Effect of dilutive securities:(3)(4)

Unsettled forward sales contracts(4)	80			—			25		—
Equity awards(5)	750			891			724		842
Weighted average common units outstanding – diluted	308,135			308,084			307,997		307,974

Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.28			$	0.31		$	0.94	$	0.81

(1)Certain unvested restricted units issued pursuant to the Company’s share-based compensation program have rights to receive non-forfeitable distributions or distribution equivalents. These units are considered participating securities and their impact on EPS is calculated using the two-class method. Under the two-class method earnings are allocated to the unvested restricted unit awards based on distributions declared and their participation rights in undistributed earnings.

(2)Includes unvested restricted units issued pursuant to the Company's share-based compensation program that qualify for retirement eligibility and no longer have a substantive service condition.

(3)As of September 30, 2026, the Operating Partnership had redeemable preferred units outstanding which, on redemption, may result in issuance of common units. The redeemable preferred units were evaluated using the if-converted method and determined to be anti-dilutive in the calculation of diluted EPS for the three and nine months ended September 30, 2026. As of September 30, 2025, the Company did not have any redeemable preferred units outstanding.

(4)As of September 30, 2026, the Company had unsettled forward sales contracts under which it is expected to issue 3.9 million OP Units. The forward sales contracts were evaluated using the treasury stock method and determined to be dilutive. Accordingly, dilutive units were included in the calculation of diluted EPS for the three and nine months ended September 30, 2026. As of September 30, 2025, the Company did not have any unsettled forward sales contracts.

(5)Unvested restricted units that did not qualify as participating securities were included in the diluted EPS calculation using the treasury stock method.

14. Commitments and Contingencies

Legal Matters

The Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have a material impact on the Company’s financial condition, operating results, or cash flows.

Environmental Matters

Under various federal, state, and local laws, ordinances, and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s properties or disposed of by the Company or its tenants, as well as certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). The Company maintains a reserve for currently known environmental matters and does not believe they will have a material impact on the Company’s financial condition, operating results, or cash flows. During the three and nine months ended September 30, 2026 and 2025, the Company did not incur any material governmental fines resulting from environmental matters.

15. Segment Reporting

The Company operates and derives revenue from its Portfolio of community and neighborhood shopping centers. As of September 30, 2026, the properties in the Portfolio are located across 29 states throughout 96 metropolitan markets. The Chief Executive Officer serves as the Company's Chief Operating Decision Maker (the \"CODM\") and evaluates performance and resource allocation on a Portfolio basis. Additionally, the Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single operating and reportable segment (the \"Reporting Segment\") for disclosure purposes in accordance with GAAP.

Net income attributable to Brixmor Property Group Inc., as presented on the Company's unaudited Condensed Consolidated Statements of Operations is a metric utilized by the CODM to assess the Reporting Segment's performance and allocate resources. Total assets, as presented on the Company's unaudited Condensed Consolidated Balance Sheets is used to measure the Reporting Segment's assets.

The following table presents revenues and significant segment expenses for the three and nine months ended September 30, 2026 and 2025 (dollars in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Total revenues	$	359,598			$	340,843		$	1,068,616	$	1,017,847

Operating costs	(40,921)			(38,891)			(127,062)		(117,979)
Real estate taxes	(46,290)			(45,455)			(135,972)		(133,907)
Depreciation and amortization	(106,427)			(103,234)			(321,887)		(312,108)
Impairment of real estate assets	(683)			(16,075)			(6,657)		(16,075)
General and administrative(1)	(27,297)			(26,772)			(83,347)		(84,038)
Interest expense	(59,176)			(56,680)			(179,466)		(165,173)
Other segment items(2)	8,950			40,499			74,790		60,536

Segment net income	$	87,754			$	94,235		$	289,015	$	249,103

Reconciliation of Segment net income to Net income attributable to Brixmor Property Group Inc.
Adjustments	—			—			—		—
Net income attributable to Brixmor Property Group Inc.	$	87,754			$	94,235		$	289,015	$	249,103

(1)The following table presents General and administrative expense for the three and nine months ended September 30, 2026 and 2025:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Employee compensation, net	$	(20,623)			$	(20,838)		$	(62,778)	$	(64,898)
Other general and administrative, net	(6,674)			(5,934)			(20,569)		(19,140)
Total general and administrative	$	(27,297)			$	(26,772)		$	(83,347)	$	(84,038)

(2)Other segment items for the Company include Dividends and interest, Gain on sale of real estate assets, Loss on extinguishment of debt, net, Other, and Net income attributable to non-controlling interests. See the Company's unaudited Condensed Consolidated Statements of Operations for additional information on these amounts.

16. Related Party Transactions

As of September 30, 2026 and December 31, 2025, there were no material receivables from or payables to related parties. During the three and nine months ended September 30, 2026 and 2025, the Company did not engage in any material related-party transactions other than the following:

•As described in Note 1 above, on September 27, 2026, the Everview JV, a new joint venture between the Operating Partnership and funds affiliated with Everview, entered into certain agreements to effect the Slate Transaction. Upon the expected closing of the Slate Transaction, which is expected to occur in the first quarter of 2027 if approved by Slate unitholders, the Company will effectively acquire the Brixmor Portfolio for $636 million, and the Everview JV will acquire 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. 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 and 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 interim investors agreement also addresses fee and expense sharing arrangements.

William D. Rahm, a director of the Company, is the Founder and Chief Executive Officer of Everview and controls its general partner. Raider Hill Advisors, L.L.C. acted as special real estate advisor to the special committee of the board of trustees of Slate and will be entitled to a fee of approximately $7.1 million for its services to the Slate special committee. Daniel B. Hurwitz, a director of the Company, is Founder and

Chief Executive Officer of Raider Hill Advisors, L.L.C. In accordance with the Company's governance policies, Messrs. Rahm and Hurwitz were recused from all meetings, deliberations and votes of the Company’s board of directors related to the Slate Transaction and the Everview JV. Mr. Rahm does not intend to stand for reelection to the Company’s board of directors at the 2027 Annual Meeting of Stockholders.

17. Subsequent Events

In preparing the Company's unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 2026 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from September 30, 2026 through the date the financial statements were issued.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and the accompanying notes thereto. Historical results and percentage relationships set forth in the unaudited Condensed Consolidated Financial Statements and accompanying notes, including trends which might appear, should not be taken as indicative of future operations.

Executive Summary

Our Company

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 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 September 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.

Our primary objective is to maximize total returns to our stockholders through consistent, sustainable growth in cash flow. Our key strategies to achieve this objective include proactively managing our Portfolio to drive internal growth, pursuing value-enhancing reinvestment opportunities, and prudently executing on acquisition and disposition activity, while also maintaining a flexible capital structure positioned for growth. In addition, as we execute on our key strategies, we do so guided by our Corporate Responsibility strategy.

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

•Expansive Retailer Relationships – We believe that the scale of our asset base and our nationwide footprint represent competitive advantages in supporting the growth objectives of the nation’s largest and most successful retailers. We believe that we are one of the largest landlords by GLA to TJX, Kroger, and Burlington, as well as a key landlord to most major grocers and retail category leaders. We believe that our strong relationships with leading retailers afford us unique insight into their strategies and priority access to their expansion plans.

•Fully-Integrated Operating Platform – We manage a fully-integrated operating platform, leveraging our national scope and demonstrating our commitment to operating with a strong regional and local presence. We provide our tenants with dedicated service through both our national accounts leasing team based in New York and our network of three regional offices in Atlanta, Philadelphia, and San Diego, as well as our 10 leasing and property management satellite offices throughout the country. We believe that this structure enables us to obtain critical national market intelligence, while also benefiting from the regional and local expertise of our leasing and operations teams.

•Experienced Management – Senior members of our management team are seasoned real estate operators with extensive public company leadership experience. 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; and

•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

We derive our rental income primarily from base rent and expense reimbursements paid by tenants to us under existing leases at each of our properties. Expense reimbursements primarily consist of payments made by tenants to us for a portion of property operating expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties.

Our ability to maintain or increase rental income is primarily dependent on our ability to maintain or increase rental rates, renew expiring leases, and/or lease available space. Increases in our property operating expenses, including repairs and maintenance, landscaping, snow removal, security, ground rent related to properties for which we are the lessee, utilities, insurance, real estate taxes, and various other costs, to the extent they are not reimbursed by tenants or offset by increases in rental income, will adversely impact our overall performance.

See \"Forward-Looking Statements\" included elsewhere in this Quarterly Report on Form 10-Q for the factors that could affect our rental income and/or property operating expenses.

Leasing Highlights

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)
New, renewal and option leases	333		2,898,764		$	18.10			$	1.97		$	1.65		17.4	%
New and renewal leases	267		1,628,289		21.17			3.52			2.94		25.3	%
New leases	105		646,935		21.96			8.71			7.31		42.6	%
Renewal leases	162		981,354		20.65			0.09			0.05		19.4	%
Option leases	66		1,270,475		14.16			—			—		7.2	%

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)
New, renewal and option leases	323		2,638,011		$	18.83			$	1.92		$	1.66		12.8	%
New and renewal leases	270		1,521,066		22.96			3.33			2.88		17.8	%
New leases	97		613,286		25.85			6.56			7.12		30.5	%
Renewal leases	173		907,780		21.00			1.15			0.02		14.0	%
Option leases	53		1,116,945		13.21			—			—		4.7	%

(1) Based on comparable leases only, which consist of new leases signed on units that were occupied within the prior 12 months and renewal or option leases signed with the same tenant in all or a portion of the same location or that include the expansion into space that was occupied within the prior 12 months.

Excludes leases executed for terms of less than one year.

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

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)
New, renewal and option leases	952		7,426,457		$	19.46			$	3.18		$	2.13		16.5	%
New and renewal leases	767		4,322,681		22.43			5.46			3.67		23.7	%
New leases	325		1,953,268		23.10			11.52			7.97		39.1	%
Renewal leases	442		2,369,413		21.87			0.47			0.12		18.6	%
Option leases	185		3,103,776		15.34			—			—		7.5	%

For the Nine Months Ended September 30, 2025
	Leases	GLA		New ABR PSF	Tenant Improvements and Allowances PSF		Third-Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	1,116		7,350,727		$	19.51			$	2.65		$	2.00		15.7	%
New and renewal leases	939		4,525,014		23.09			4.31			3.24		21.0	%
New leases	354		2,071,613		23.41			8.13			7.07		40.6	%
Renewal leases	585		2,453,401		22.82			1.08			0.02		14.4	%
Option leases	177		2,825,713		13.76			—			—		6.1	%

Excludes leases executed for terms of less than one year.

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

Acquisition Activity

•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 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 September 30, 2026 to the Three Months Ended September 30, 2025

Revenues (in thousands)


	Three Months Ended September 30,
	2026		2025		$ Change
Revenues
Rental income	$	358,546			$	340,618		$	17,928
Other revenues	1,052			225			827
Total revenues	$	359,598			$	340,843		$	18,755

Rental income

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) an $11.3 million increase in base rent; (ii) a $5.6 million increase in expense reimbursements; (iii) a $3.4 million increase in lease termination fees; (iv) a $1.4 million increase in ancillary and other rental income; 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 $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 $0.8 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 September 30,
	2026		2025		$ Change
Operating expenses
Operating costs	$	40,921			$	38,891		$	2,030
Real estate taxes	46,290			45,455			835
Depreciation and amortization	106,427			103,234			3,193
Impairment of real estate assets	683			16,075			(15,392)
General and administrative	27,297			26,772			525
Total operating expenses	$	221,618			$	230,427		$	(8,809)

Operating costs

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 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 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 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

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 September 30,
	2026		2025		$ Change
Other income (expense)
Dividends and interest	$	1,364			$	1,191		$	173
Interest expense	(59,176)			(56,680)			(2,496)
Gain on sale of real estate assets	8,863			40,018			(31,155)

Other	(889)			(703)			(186)
Total other expense	$	(49,838)			$	(16,174)		$	(33,664)

Dividends and interest

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 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 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

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)


	Nine Months Ended September 30,
	2026		2025		$ Change
Revenues
Rental income	$	1,066,775			$	1,017,256		$	49,519
Other revenues	1,841			591			1,250
Total revenues	$	1,068,616			$	1,017,847		$	50,769

Rental income

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) a $13.8 million increase in expense reimbursements; (iii) a $5.1 million increase in ancillary and other rental income; (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 $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)


	Nine Months Ended September 30,
	2026		2025		$ Change
Operating expenses
Operating costs	$	127,062			$	117,979		$	9,083
Real estate taxes	135,972			133,907			2,065
Depreciation and amortization	321,887			312,108			9,779
Impairment of real estate assets	6,657			16,075			(9,418)
General and administrative	83,347			84,038			(691)
Total operating expenses	$	674,925			$	664,107		$	10,818

Operating costs

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 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 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 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

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)


	Nine Months Ended September 30,
	2026		2025		$ Change
Other income (expense)
Dividends and interest	$	8,481			$	4,087		$	4,394
Interest expense	(179,466)			(165,173)			(14,293)
Gain on sale of real estate assets	70,780			58,843			11,937
Loss on extinguishment of debt, net	—			(296)			296
Other	(3,925)			(2,076)			(1,849)
Total other expense	$	(104,130)			$	(104,615)		$	485

Dividends and interest

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

Other

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 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:

Sources

•cash and cash equivalent balances;

•operating cash flow;

•available borrowings under the Unsecured Credit Facility;

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

•issuance of long-term debt;

•dispositions; and

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

Uses

•debt repayments;

•maintenance capital expenditures;

•leasing capital expenditures;

•dividend/distribution payments;

•value-enhancing reinvestment capital expenditures;

•acquisitions, including the Slate Transaction; and

•repurchases of equity securities.

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. 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 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 September 30, 2027 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential 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 September 30, 2026 (in thousands):


Contractually Obligated Expenditures	Twelve Months Ending September 30, 2027		Thereafter
Debt maturities (1)	$	406,848			$	4,941,411
Interest payments (1)(2)	226,611			1,002,245
Operating leases	6,120			194,243
Total	$	639,579			$	6,137,899

(1) Amounts presented do not assume the issuance of new debt upon maturity of existing debt.

(2) Scheduled interest payments for variable rate loans are presented using rates (including the impact of interest rate swaps), as of September 30, 2026. See Item 7A. \"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.

Other Essential Expenditures

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. We carry comprehensive insurance to protect our Portfolio against various losses. The amount of insurance expense that we incur depends on the assessed values of our properties, prevailing market rates, and the size and composition of our Portfolio. We incur real estate taxes in the various jurisdictions in which we operate. The amount of real estate taxes that we incur depends on the assessed values of our properties, the tax rates assessed by various jurisdictions, and the size and composition of our Portfolio. Leasing capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. The amount of leasing capital expenditures that we incur depends on the volume and nature of leasing activity. We incur corporate level expenses such as employee compensation costs, professional fees, corporate office rents, and other platform expenses. The amount of corporate level expenses that we incur depends on the size and composition of our Portfolio and platform and prevailing market wages and rates. Leases typically provide for the reimbursement of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties. However, costs that we incur generally do not decrease if revenue or occupancy decrease, and certain costs that we incur, such as corporate level expenses, are not typically reimbursed.

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 third and fourth quarters of 2026:


	Third Quarter 2026		Fourth Quarter 2026
Distributions to common shareholders
Dividend declared per common share	$	0.3075		$	0.3300
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 September 30, 2026, aggregate annual distributions to redeemable preferred unitholders are expected to be approximately $1.5 million.

Opportunistic Expenditures

We also utilize cash for opportunistic expenditures such as value-enhancing reinvestment and acquisition activity.

The amount of value-enhancing reinvestment capital expenditures that we incur depends on a variety of factors that may change from period to period, such as the number, total expected cost, and nature of value-enhancing reinvestment projects that are underway. See \"Improvements to and investments in real estate assets\" below for further information regarding our in-process reinvestment projects and our pipeline of future redevelopment projects.

The amount of future acquisition expenditures depends on the availability of opportunities that further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. 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 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.


	Nine Months Ended September 30,
	2026		2025		$ Change
Net cash provided by operating activities	$	515,956			$	479,809		$	36,147
Net cash used in investing activities	(180,544)			(353,750)			173,206
Net cash used in financing activities	(513,464)			(128,245)			(385,219)

Net change in cash, cash equivalents and restricted cash	(178,052)			(2,186)			(175,866)
Cash, cash equivalents and restricted cash at beginning of period	361,530			378,692			(17,162)
Cash, cash equivalents and restricted cash at end of period	$	183,478			$	376,506		$	(193,028)

Brixmor Operating Partnership LP


	Nine Months Ended September 30,
	2026		2025		$ Change
Net cash provided by operating activities	$	515,956			$	479,809		$	36,147
Net cash used in investing activities	(180,544)			(353,750)			173,206
Net cash used in financing activities	(513,461)			(128,118)			(385,343)

Net change in cash, cash equivalents and restricted cash	(178,049)			(2,059)			(175,990)
Cash, cash equivalents and restricted cash at beginning of period	360,996			378,032			(17,036)
Cash, cash equivalents and restricted cash at end of period	$	182,947			$	375,973		$	(193,026)

Operating Activities

Net cash provided by operating activities primarily consists of cash inflows from tenant rental payments and expense reimbursements and cash outflows for property operating costs, real estate taxes, general and administrative expenses, and interest expense.

During the nine months ended September 30, 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 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 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) 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 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. 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 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. 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.

Acquisitions of and proceeds from sales of real estate assets

We continue to evaluate the market for acquisition opportunities, and we may acquire individual shopping centers or portfolios of shopping centers when we believe strategic opportunities exist, to further concentrate our Portfolio in attractive retail submarkets and optimize the quality and long-term growth rate of our asset base. During the nine months ended September 30, 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 nine months ended September 30, 2026, we disposed of eight shopping centers for aggregate net proceeds of $161.3 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. 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 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

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.

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 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
Net income attributable to Brixmor Property Group Inc.	$	87,754			$	94,235		$	289,015	$	249,103
Depreciation and amortization related to real estate	105,042			101,995			317,851		308,534
Gain on sale of real estate assets	(8,863)			(40,018)			(70,780)		(58,843)
Impairment of real estate assets	683			16,075			6,657		16,075
Nareit FFO	$	184,616			$	172,287		$	542,743	$	514,869
Nareit FFO per diluted share	$	0.60			$	0.56		$	1.76	$	1.67
Weighted average diluted shares outstanding	308,135			308,084			307,997		307,974

Same Property Net Operating Income

Same property net operating income (\"NOI\") is a supplemental, non-GAAP performance measure utilized to evaluate the operating performance of real estate companies. Same property NOI is calculated (using properties owned for the entirety of both periods and excluding properties under development and completed new development properties that have been stabilized for less than one year) as total property revenues (base rent, expense reimbursements, adjustments for revenues deemed uncollectible, ancillary and other rental income, percentage rents, and other revenues) less direct property operating expenses (operating costs and real estate taxes). Same property NOI excludes (i) lease termination fees, (ii) straight-line rental income, net, (iii) accretion of below-market leases, net of amortization of above-market leases and tenant inducements, (iv) straight-line ground rent expense, net, (v) income or expense associated with our captive insurance company, (vi) depreciation and amortization, (vii) impairment of real estate assets, (viii) general and administrative expense, and (ix) other income and expense (including interest expense and gain on sale of real estate assets).

Considering the nature of our business as a real estate owner and operator, we believe that NOI is useful to investors in measuring the operating performance of our portfolio because the definition excludes various items included in net income that do not relate to, or are not indicative of, the operating performance of our properties, such as lease termination fees, straight-line rental income, net, accretion of below-market leases, net of amortization of above-market leases and tenant inducements, straight-line ground rent expense, net, income or expense associated with our captive insurance company, depreciation and amortization, impairment of real estate assets, general and administrative expense, and other income and expense (including interest expense and gain on sale of real estate assets). We believe that same property NOI is also useful to investors because it further eliminates disparities in NOI by only including NOI of properties owned for the entirety of both periods presented and excluding properties under development and completed new development properties that have been stabilized for less than one year and therefore provides a more consistent metric for comparing the operating performance of our real estate between periods.

Comparison of the Three and Nine Months Ended September 30, 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
Number of properties	338			338			—			335		335		—
Percent billed	91.3	%		90.5	%		0.8	%		91.3	%	90.5	%	0.8	%
Percent leased	95.6	%		94.4	%		1.2	%		95.5	%	94.4	%	1.1	%

Revenues
Rental income	$	333,246			$	314,939			$	18,307		$	981,622		$	929,639	$	51,983
Other revenues	970			137			833			1,619		357		1,262
	334,216			315,076			19,140			983,241		929,996		53,245
Operating expenses
Operating costs	(39,375)			(36,891)			(2,484)			(119,198)		(111,198)		(8,000)
Real estate taxes	(45,004)			(43,711)			(1,293)			(130,068)		(127,948)		(2,120)
	(84,379)			(80,602)			(3,777)			(249,266)		(239,146)		(10,120)
Same property NOI	$	249,837			$	234,474			$	15,363		$	733,975		$	690,850	$	43,125

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2026		2025		2026		2025
Net income attributable to Brixmor Property Group Inc.	$	87,754			$	94,235		$	289,015	$	249,103
Adjustments:
Non-same property NOI	(7,813)			(6,599)			(31,228)		(30,548)
Lease termination fees	(4,029)			(600)			(8,401)		(6,063)
Straight-line rental income, net	(7,680)			(9,858)			(21,473)		(27,120)
Accretion of below-market leases, net of amortization of above-market leases and tenant inducements	(3,363)			(5,124)			(11,161)		(11,813)
Straight-line ground rent expense, net	335			158			656		433
Depreciation and amortization	106,427			103,234			321,887		312,108
Impairment of real estate assets	683			16,075			6,657		16,075
General and administrative	27,297			26,772			83,347		84,038
Total other expense	49,838			16,174			104,130		104,615
Net income attributable to non-controlling interests	388			7			546		22
Same property NOI	$	249,837			$	234,474		$	733,975	$	690,850

Inflation

We continue to monitor the impacts of inflation and tariffs on our operating and financial performance. With respect to our shopping centers, our long-term leases generally contain provisions designed to mitigate the adverse impact of inflation, including contractual rent escalations and requirements for tenants to pay a portion of property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of our properties, thereby reducing our exposure to increases in property operating expenses resulting from inflation. However, we have exposure to increases in certain non-reimbursable property operating expenses, including expenses incurred on vacant units. In addition, tariffs may contribute to rising construction and redevelopment costs and tariffs on imported goods may impact many of our tenants, particularly those who rely on international supply chains, by increasing their cost of goods sold or delaying inventory deliveries. If tenants are unable to pass these increased costs on to customers, it could adversely affect their financial performance and ability to meet lease obligations. 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 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes from the quantitative and qualitative disclosures about market risk disclosed in Item 7A of Part II of our annual report on Form 10-K for the year ended December 31, 2025.

Item 4. Controls and Procedures

Controls and Procedures (Brixmor Property Group Inc.)

Evaluation of Disclosure Controls and Procedures

BPG maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. BPG’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, BPG’s principal executive officer, Brian T. Finnegan (who currently serves as Chief Executive Officer and President), and principal financial officer, Steven T. Gallagher (who currently serves as Executive Vice President, Chief Financial Officer and Treasurer), concluded that BPG’s disclosure controls and procedures were effective as of September 30, 2026.

Changes in Internal Control over Financial Reporting

There have been no changes in BPG’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2026 that have materially affected, or that are reasonably likely to materially affect, BPG’s internal control over financial reporting.

Controls and Procedures (Brixmor Operating Partnership LP)

Evaluation of Disclosure Controls and Procedures

The Operating Partnership maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in its reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. The Operating Partnership’s management, with the participation of its principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Operating Partnership’s principal executive officer, Brian T. Finnegan (who currently serves as Chief Executive Officer and President) and principal financial officer, Steven T. Gallagher (who currently serves as Executive Vice President, Chief Financial Officer and Treasurer) concluded that the Operating Partnership’s disclosure controls and procedures were effective as of September 30, 2026.

Changes in Internal Control over Financial Reporting

There have been no changes in the Operating Partnership’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the three months ended September 30, 2026 that have materially affected, or that are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

The information contained under the heading \"Legal Matters\" in Note 14 – Commitments and Contingencies to our unaudited Condensed Consolidated Financial Statements in this report is incorporated by reference into this Item 1.

Item 1A. Risk Factors

In addition to the other information in this Quarterly Report on Form 10-Q, the risks described in our Annual Report on Form 10-K filed for the year ended December 31, 2025, in Part I, Item 1A, Risk Factors, and in our other filings with the SEC should be carefully considered. These factors may materially affect our financial condition, operating results and cash flows. There have been no material changes to the risk factors relating to the Company disclosed in our Form 10-K for the year ended December 31, 2025, other than the following:

Risks Related to the Slate Transaction

The Slate Transaction subjects us to certain risks.

We expect the Slate Transaction to close in the first quarter of 2027. However, the consummation of the transaction is subject to a number of conditions, some of which are out of our control. If the Slate Transaction is not completed, we could be subject to a number of risks, including (i) the possibility that the failure to consummate the Slate Transaction subjects us to payment of transaction termination fees, (ii) our obligation to pay significant transaction-related expenses, and (iii) our failure to realize the potential benefits of the Slate Transaction, including the redevelopment opportunities. If we consummate the Slate Transaction, we will also be subject to additional risk, including the risk that there are unexpected liabilities and expenses associated with the acquisition of Slate, including with respect to its properties.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2026, the Company did not repurchase any shares of its common stock. As of September 30, 2026, the Company's repurchase program had $400.0 million of available repurchase capacity.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended September 30, 2026, no director or officer of the Company adopted or terminated a \"Rule 10b5-1 trading arrangement\" or a \"non-Rule 10b5-1 trading arrangement,\" as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

The following documents are filed as exhibits to this report:


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Date of Filing	Exhibit Number	Filed Herewith
2.1	Arrangement Agreement, dated September 27, 2026, by and among EP/BRX Holdings LLC, Slate Grocery REIT, and 1001700324 Ontario Inc.	8-K	001-36160	9/28/2026	2.1	—
31.1	Brixmor Property Group Inc. Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.2	Brixmor Property Group Inc. Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.3	Brixmor Operating Partnership LP Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
31.4	Brixmor Operating Partnership LP Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
32.1	Brixmor Property Group Inc. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
32.2	Brixmor Operating Partnership LP Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	—	—	—	—	x
101.INS	XBRL Instance Document	—	—	—	—	x
101.SCH	XBRL Taxonomy Extension Schema Document	—	—	—	—	x
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	—	x
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	—	x
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	—	—	—	—	x

Incorporated by Reference

Exhibit
Number

Exhibit Description

Form

File No.

Date of
Filing

Exhibit
Number

Filed
Herewith

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

—

104

Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

*Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.


	BRIXMOR PROPERTY GROUP INC.

Date: October 26, 2026	By:	/s/ Brian T. Finnegan
		Brian T. Finnegan
		Chief Executive Officer and President
		(Principal Executive Officer)

Date: October 26, 2026	By:	/s/ Steven T. Gallagher
		Steven T. Gallagher
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Date: October 26, 2026	By:	/s/ Kevin Brydzinski
		Kevin Brydzinski
		Chief Accounting Officer
		(Principal Accounting Officer)


	BRIXMOR OPERATING PARTNERSHIP LP

	By:	Brixmor OP GP LLC, its general partner

	By:	BPG Subsidiary LLC, its sole member

Date: October 26, 2026	By:	/s/ Brian T. Finnegan
		Brian T. Finnegan
		Chief Executive Officer and President
		(Principal Executive Officer)

Date: October 26, 2026	By:	/s/ Steven T. Gallagher
		Steven T. Gallagher
		Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Date: October 26, 2026	By:	/s/ Kevin Brydzinski
		Kevin Brydzinski
		Chief Accounting Officer
		(Principal Accounting Officer)

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