Brixmor Property Group Inc. (Form: 10-Q, Received: 10/28/2024 16:10:04)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


☑			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____ to_____

Commission File Number: 001-36160 (Brixmor Property Group Inc.)

Commission File Number: 333-256637-01 (Brixmor Operating Partnership LP)

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

(Exact Name of Registrant as Specified in Its Charter)


Maryland	(Brixmor Property Group Inc.)	45-2433192
Delaware	(Brixmor Operating Partnership LP)	80-0831163
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

100 Park Avenue, New York, New York 10017

(Address of Principal Executive Offices) (Zip Code)

212-869-3000

(Registrant’s Telephone Number, Including Area Code)

450 Lexington Avenue, New York, New York 10017

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BRX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Brixmor Property Group Inc. Yes ☑ No ☐ Brixmor Operating Partnership LP Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

Large accelerated filer

☑

Non-accelerated filer

☐

Large accelerated filer

☐

Non-accelerated filer

☑

Smaller reporting company

☐

Accelerated filer

☐

Smaller reporting company

☐

Accelerated filer

☐

Emerging growth company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Brixmor Property Group Inc. ☐ Brixmor Operating Partnership LP ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Brixmor Property Group Inc. Yes ☐ No ☑ Brixmor Operating Partnership LP Yes ☐ No ☑

(APPLICABLE ONLY TO CORPORATE ISSUERS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of October 1, 2024, Brixmor Property Group Inc. had 302,063,370 shares of common stock outstanding.

EXPLANATORY NOTE

This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2024 of Brixmor Property Group Inc. and Brixmor Operating Partnership LP. Unless stated otherwise or the context otherwise requires, references to the "Parent Company" or "BPG" mean Brixmor Property Group Inc. and its consolidated subsidiaries, and references to the "Operating Partnership" mean Brixmor Operating Partnership LP and its consolidated subsidiaries. Unless the context otherwise requires, the terms "the Company," "Brixmor," "we," "our," and "us" mean the Parent Company and the Operating Partnership, collectively.

The Parent Company is a real estate investment trust ("REIT") that 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. As of September 30, 2024, the Parent Company beneficially owned, through its direct and indirect interest in BPG Sub and the General Partner, 100% of the outstanding partnership common units (the "OP Units") in the Operating Partnership.

The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report:

•Enhances investors’ understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole, in the same manner as management views and operates the business;

•Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

•Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. Because the Operating Partnership is managed by the Parent Company, and the Parent Company conducts substantially all of its operations through the Operating Partnership, the Parent Company’s executive officers are the Operating Partnership’s executive officers, and although, as a partnership, the Operating Partnership does not have a board of directors, we refer to the Parent Company’s board of directors as the Operating Partnership’s board of directors.

We believe it is important to understand the few differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its indirect interest in the Operating Partnership. As a result, the Parent Company does not conduct business itself other than issuing public equity from time to time. The Parent Company does not incur any material indebtedness. The Operating Partnership holds substantially all of our assets. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for OP Units, the Operating Partnership generates all capital required by the Company’s business. Sources of this capital include the Operating Partnership’s operations and its direct or indirect incurrence of indebtedness.

Equity, capital, and non-controlling interests are the primary areas of difference between the unaudited Condensed Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership’s capital currently includes OP Units owned by the Parent Company through BPG Sub and the General Partner and has in the past, and may in the future, include OP Units owned by third parties. OP Units owned by third parties, if any, are accounted for outside of equity in non-controlling interests in the Parent Company’s financial statements.

The Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have material assets other than its indirect interest in the Operating Partnership. Therefore, while equity, capital, and non-controlling interests may differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are materially the same on their respective financial statements.

In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections of this report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements (but combined footnotes), separate controls and procedures sections, separate certification of periodic report under Section 302 of the Sarbanes-Oxley Act of 2002, and separate certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of the Company.

TABLE OF CONTENTS


Item No.		Page
Part I - FINANCIAL INFORMATION
1.	Financial Statements	1
	Brixmor Property Group Inc. (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	2
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	3
	Condensed Consolidated Statements of Changes in Equity for the Three and Nine Months Ended September 30, 2024 and 2023	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	5
	Brixmor Operating Partnership LP (unaudited)
	Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023	6
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023	8
	Condensed Consolidated Statements of Changes in Capital for the Three and Nine Months Ended September 30, 2024 and 2023	9
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023	10
	Brixmor Property Group Inc. and Brixmor Operating Partnership LP (unaudited)
	Notes to Condensed Consolidated Financial Statements	11
2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
3.	Quantitative and Qualitative Disclosures about Market Risk	43
4.	Controls and Procedures	43
Part II - OTHER INFORMATION
1.	Legal Proceedings	44
1A.	Risk Factors	44
2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
3.	Defaults Upon Senior Securities	44
4.	Mine Safety Disclosures	44
5.	Other Information	44
6.	Exhibits	45

Forward-Looking Statements

This report may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources, and other non-historical statements. You can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "seeks," "projects," "predicts," "intends," "plans," "estimates," "anticipates," or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. We believe these factors include but are not limited to those described under the section entitled "Risk Factors" in our Form 10-K for the year ended December 31, 2023 and in this report, as such factors may be updated from time to time in our periodic filings with the Securities and Exchange Commission (the "SEC"), which are accessible on the SEC’s website at https://www.sec.gov. These factors include (1) changes in national, regional, and local economies, due to global events such as international military conflicts, international trade disputes, a foreign debt crisis, foreign currency volatility, or due to domestic issues, such as government policies and regulations, tariffs, energy prices, market dynamics, general economic contractions, rising interest rates, inflation, unemployment, or limited growth in consumer income or spending; (2) local real estate market conditions, including an oversupply of space in, or a reduction in demand for, properties similar to those in our Portfolio (defined hereafter); (3) competition from other available properties and e-commerce; (4) disruption and/or consolidation in the retail sector, the financial stability of our tenants, and the overall financial condition of large retailing companies, including their ability to pay rent and/or expense reimbursements that are due to us; (5) in the case of percentage rents, the sales volumes of our tenants; (6) increases in property operating expenses, including common area expenses, utilities, insurance, and real estate taxes, which are relatively inflexible and generally do not decrease if revenue or occupancy decrease; (7) increases in the costs to repair, renovate, and re-lease space; (8) earthquakes, wildfires, tornadoes, hurricanes, damage from rising sea levels due to climate change, other natural disasters, epidemics and/or pandemics, civil unrest, terrorist acts, or acts of war, any of which may result in uninsured or underinsured losses; and (9) changes in laws and governmental regulations, including those governing usage, zoning, the environment, and taxes. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report and in our other periodic filings. The forward-looking statements speak only as of the date of this report, and we expressly disclaim any obligation or undertaking to publicly update or review any forward-looking statement, whether as a result of new information, future developments, or otherwise, except to the extent otherwise required by law.

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except share information)
	September 30, 2024		December 31, 2023
Assets
Real estate
Land	$	1,791,843	$	1,794,011
Buildings and improvements	9,373,627		9,201,876
	11,165,470		10,995,887
Accumulated depreciation and amortization	(3,372,860)		(3,198,980)
Real estate, net	7,792,610		7,796,907

Cash and cash equivalents	451,326		866
Restricted cash	1,121		18,038
Marketable securities	21,205		19,914
Receivables, net	260,571		278,775
Deferred charges and prepaid expenses, net	172,947		164,061

Other assets	50,037		54,155
Total assets	$	8,749,817	$	8,332,716


Liabilities
Debt obligations, net	$	5,338,681	$	4,933,525
Accounts payable, accrued expenses and other liabilities	530,560		548,890
Total liabilities	5,869,241		5,482,415

Commitments and contingencies (Note 15)	—		—

Equity
Common stock, $0.01 par value; authorized 3,000,000,000 shares; 311,190,362 and 309,723,386 shares issued and 302,063,370 and 300,596,394 shares outstanding	3,020		3,006
Additional paid-in capital	3,331,941		3,310,590
Accumulated other comprehensive loss	(759)		(2,700)
Distributions in excess of net income	(453,626)		(460,595)
Total equity	2,880,576		2,850,301
Total liabilities and equity	$	8,749,817	$	8,332,716
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Rental income	$	319,989	$	307,118	$	955,065	$	927,440
Other revenues	693		196		1,547		1,111
Total revenues	320,682		307,314		956,612		928,551

Operating expenses
Operating costs	36,442		35,058		110,518		106,658
Real estate taxes	42,902		42,156		120,659		130,556
Depreciation and amortization	94,829		96,254		278,065		272,807
Impairment of real estate assets	5,863		—		11,143		17,836
General and administrative	30,250		29,182		88,430		86,868
Total operating expenses	210,286		202,650		608,815		614,725

Other income (expense)
Dividends and interest	5,289		273		15,798		345
Interest expense	(55,410)		(47,364)		(160,553)		(143,529)
Gain on sale of real estate assets	37,018		6,712		53,974		59,037
Gain on extinguishment of debt, net	273		6		554		4,356
Other	(726)		(555)		(1,700)		(1,645)
Total other expense	(13,556)		(40,928)		(91,927)		(81,436)

Net income	$	96,840	$	63,736	$	255,870	$	232,390

Net income per common share:
Basic	$	0.32	$	0.21	$	0.84	$	0.77
Diluted	$	0.32	$	0.21	$	0.84	$	0.77
Weighted average shares:
Basic	302,676		301,007		302,518		300,955
Diluted	303,608		302,511		303,377		302,447
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	96,840	$	63,736	$	255,870	$	232,390
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)	(13,484)		962		1,549		3,019
Change in unrealized gain on marketable securities	348		127		392		322
Total other comprehensive income (loss)	(13,136)		1,089		1,941		3,341
Comprehensive income	$	83,704	$	64,825	$	257,811	$	235,731
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited, in thousands, except per share data)
	Common Stock
	Number	Amount		Additional Paid-in Capital		Accumulated Other Comprehensive Income (Loss)		Distributions in Excess of Net Income		Total
Beginning balance, January 1, 2023	299,916	$	2,999	$	3,299,496	$	8,851	$	(446,336)	$	2,865,010
Common stock dividends ($0.2600 per common share)	—	—		—		—		(79,298)		(79,298)
Equity based compensation expense	—	—		4,518		—		—		4,518
Other comprehensive loss	—	—		—		(3,731)		—		(3,731)
Issuance of common stock	632	6		(6)		—		—		—
Repurchases of common shares in conjunction with equity award plans	—	—		(11,229)		—		—		(11,229)
Net income	—	—		—		—		112,246		112,246
Ending balance, March 31, 2023	300,548	3,005		3,292,779		5,120		(413,388)		2,887,516
Common stock dividends ($0.2600 per common share)	—	—		—		—		(78,755)		(78,755)
Equity based compensation expense	—	—		5,019		—		—		5,019
Other comprehensive income	—	—		—		5,983		—		5,983
Issuance of common stock	45	1		—		—		—		1

Net income	—	—		—		—		56,408		56,408
Ending balance, June 30, 2023	300,593	3,006		3,297,798		11,103		(435,735)		2,876,172
Common stock dividends ($0.2600 per common share)	—	—		—		—		(78,754)		(78,754)
Equity based compensation expense	—	—		6,139		—		—		6,139
Other comprehensive income	—	—		—		1,089		—		1,089
Issuance of common stock	3	—		—		—		—		—
Repurchases of common shares in conjunction with equity award plans	—	—		(2)		—		—		(2)
Net income	—	—		—		—		63,736		63,736
Ending balance, September 30, 2023	300,596	$	3,006	$	3,303,935	$	12,192	$	(450,753)	$	2,868,380

Beginning balance, January 1, 2024	300,596	$	3,006	$	3,310,590	$	(2,700)	$	(460,595)	$	2,850,301
Common stock dividends ($0.2725 per common share)	—	—		—		—		(83,277)		(83,277)
Equity based compensation expense	—	—		3,781		—		—		3,781
Other comprehensive income	—	—		—		12,226		—		12,226
Issuance of common stock	703	7		(7)		—		—		—
Repurchases of common shares in conjunction with equity award plans	—	—		(12,962)		—		—		(12,962)
Net income	—	—		—		—		88,905		88,905
Ending balance, March 31, 2024	301,299	3,013		3,301,402		9,526		(454,967)		2,858,974
Common stock dividends ($0.2725 per common share)	—	—		—		—		(82,719)		(82,719)
Equity based compensation expense	—	—		5,955		—		—		5,955
Other comprehensive income	—	—		—		2,851		—		2,851
Issuance of common stock	46	—		—		—		—		—

Net income	—	—		—		—		70,125		70,125
Ending balance, June 30, 2024	301,345	3,013		3,307,357		12,377		(467,561)		2,855,186
Common stock dividends ($0.2725 per common share)	—	—		—		—		(82,905)		(82,905)
Equity based compensation expense	—	—		5,375		—		—		5,375
Other comprehensive loss	—	—		—		(13,136)		—		(13,136)
Issuance of common stock	718	7		19,228		—		—		19,235
Repurchases of common shares in conjunction with equity award plans	—	—		(19)		—		—		(19)
Net income	—	—		—		—		96,840		96,840
Ending balance, September 30, 2024	302,063	$	3,020	$	3,331,941	$	(759)	$	(453,626)	$	2,880,576
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR PROPERTY GROUP INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
	Nine Months Ended September 30,
	2024		2023
Operating activities:
Net income	$	255,870	$	232,390
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	278,065		272,807
Accretion of debt premium and discount, net	(2,148)		(2,198)
Deferred financing cost amortization	5,369		5,163
Accretion of above- and below-market leases, net	(7,271)		(9,361)
Tenant inducement amortization and other	1,937		3,205
Impairment of real estate assets	11,143		17,836
Gain on sale of real estate assets	(53,974)		(59,037)
Equity based compensation	13,855		14,559
Gain on extinguishment of debt, net	(554)		(4,356)
Changes in operating assets and liabilities:
Receivables, net	13,671		(937)
Deferred charges and prepaid expenses	(30,780)		(37,619)
Other assets	(642)		(760)
Accounts payable, accrued expenses and other liabilities	(15,027)		21,820
Net cash provided by operating activities	469,514		453,512

Investing activities:
Improvements to and investments in real estate assets	(255,423)		(254,426)
Acquisitions of real estate assets	(81,862)		(1,914)
Proceeds from sales of real estate assets	141,901		162,194
Purchase of marketable securities	(26,064)		(20,442)
Proceeds from sale of marketable securities	25,264		21,566
Net cash used in investing activities	(196,184)		(93,022)

Financing activities:

Repayment of borrowings under unsecured revolving credit facility	(98,500)		(480,000)
Proceeds from borrowings under unsecured revolving credit facility	80,000		360,000
Proceeds from unsecured notes and term loans	796,152		200,000
Repayment of borrowings under unsecured notes	(367,449)		(194,254)
Deferred financing and debt extinguishment costs	(7,714)		(700)
Proceeds from issuances of common shares	19,280		—
Distributions to common stockholders	(248,576)		(236,881)

Repurchases of common shares in conjunction with equity award plans	(12,980)		(11,231)
Net cash provided by (used in) financing activities	160,213		(363,066)

Net change in cash, cash equivalents and restricted cash	433,543		(2,576)
Cash, cash equivalents and restricted cash at beginning of period	18,904		21,259
Cash, cash equivalents and restricted cash at end of period	$	452,447	$	18,683

Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	451,326	$	861
Restricted cash	1,121		17,822
Cash, cash equivalents and restricted cash at end of period	$	452,447	$	18,683

Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $2,887 and $2,987	$	151,862	$	144,271
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except unit information)
	September 30, 2024		December 31, 2023
Assets
Real estate
Land	$	1,791,843	$	1,794,011
Buildings and improvements	9,373,627		9,201,876
	11,165,470		10,995,887
Accumulated depreciation and amortization	(3,372,860)		(3,198,980)
Real estate, net	7,792,610		7,796,907

Cash and cash equivalents	450,666		866
Restricted cash	1,121		18,038
Marketable securities	21,205		19,914
Receivables, net	260,571		278,775
Deferred charges and prepaid expenses, net	172,947		164,061

Other assets	50,037		54,155
Total assets	$	8,749,157	$	8,332,716


Liabilities
Debt obligations, net	$	5,338,681	$	4,933,525
Accounts payable, accrued expenses and other liabilities	530,560		548,911
Total liabilities	5,869,241		5,482,436

Commitments and contingencies (Note 15)	—		—

Capital
Partnership common units; 311,190,362 and 309,723,386 units issued and 302,063,370 and 300,596,394 units outstanding	2,880,675		2,852,980
Accumulated other comprehensive loss	(759)		(2,700)
Total capital	2,879,916		2,850,280
Total liabilities and capital	$	8,749,157	$	8,332,716
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Rental income	$	319,989	$	307,118	$	955,065	$	927,440
Other revenues	693		196		1,547		1,111
Total revenues	320,682		307,314		956,612		928,551

Operating expenses
Operating costs	36,442		35,058		110,518		106,658
Real estate taxes	42,902		42,156		120,659		130,556
Depreciation and amortization	94,829		96,254		278,065		272,807
Impairment of real estate assets	5,863		—		11,143		17,836
General and administrative	30,250		29,182		88,430		86,868
Total operating expenses	210,286		202,650		608,815		614,725

Other income (expense)
Dividends and interest	5,289		273		15,798		345
Interest expense	(55,410)		(47,364)		(160,553)		(143,529)
Gain on sale of real estate assets	37,018		6,712		53,974		59,037
Gain on extinguishment of debt, net	273		6		554		4,356
Other	(726)		(555)		(1,700)		(1,645)
Total other expense	(13,556)		(40,928)		(91,927)		(81,436)

Net income	$	96,840	$	63,736	$	255,870	$	232,390



Net income per common unit:
Basic	$	0.32	$	0.21	$	0.84	$	0.77
Diluted	$	0.32	$	0.21	$	0.84	$	0.77
Weighted average units:
Basic	302,676		301,007		302,518		300,955
Diluted	303,608		302,511		303,377		302,447
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	96,840	$	63,736	$	255,870	$	232,390
Other comprehensive income (loss)
Change in unrealized gain (loss) on interest rate swaps, net (Note 6)	(13,484)		962		1,549		3,019
Change in unrealized gain on marketable securities	348		127		392		322
Total other comprehensive income (loss)	(13,136)		1,089		1,941		3,341
Comprehensive income	$	83,704	$	64,825	$	257,811	$	235,731
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Unaudited, in thousands)

	Partnership Common Units		Accumulated Other Comprehensive Income (Loss)		Total
Beginning balance, January 1, 2023	$	2,855,232	$	8,851	$	2,864,083
Distributions to partners	(78,397)		—		(78,397)
Equity based compensation expense	4,518		—		4,518
Other comprehensive loss	—		(3,731)		(3,731)

Repurchases of OP Units in conjunction with equity award plans	(11,229)		—		(11,229)
Net income	112,246		—		112,246
Ending balance, March 31, 2023	2,882,370		5,120		2,887,490
Distributions to partners	(78,754)		—		(78,754)
Equity based compensation expense	5,019		—		5,019
Other comprehensive income	—		5,983		5,983
Issuance of OP Units	1		—		1

Net income	56,408		—		56,408
Ending balance, June 30, 2023	2,865,044		11,103		2,876,147
Distributions to partners	(78,752)		—		(78,752)
Equity based compensation expense	6,139		—		6,139
Other comprehensive income	—		1,089		1,089

Repurchases of OP Units in conjunction with equity award plans	(2)		—		(2)
Net income	63,736		—		63,736
Ending balance, September 30, 2023	$	2,856,165	$	12,192	$	2,868,357

Beginning balance, January 1, 2024	$	2,852,980	$	(2,700)	$	2,850,280
Distributions to partners	(83,851)		—		(83,851)
Equity based compensation expense	3,781		—		3,781
Other comprehensive income	—		12,226		12,226

Repurchases of OP Units in conjunction with equity award plans	(12,962)		—		(12,962)
Net income	88,905		—		88,905
Ending balance, March 31, 2024	2,848,853		9,526		2,858,379
Distributions to partners	(82,719)		—		(82,719)
Equity based compensation expense	5,955		—		5,955
Other comprehensive income	—		2,851		2,851


Net income	70,125		—		70,125
Ending balance, June 30, 2024	2,842,214		12,377		2,854,591
Distributions to partners	(82,970)		—		(82,970)
Equity based compensation expense	5,375		—		5,375
Other comprehensive loss	—		(13,136)		(13,136)
Issuance of OP Units	19,235		—		19,235
Repurchases of OP Units in conjunction with equity award plans	(19)		—		(19)
Net income	96,840		—		96,840
Ending balance, September 30, 2024	$	2,880,675	$	(759)	$	2,879,916
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


BRIXMOR OPERATING PARTNERSHIP LP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
	Nine Months Ended September 30,
	2024		2023
Operating activities:
Net income	$	255,870	$	232,390
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	278,065		272,807
Accretion of debt premium and discount, net	(2,148)		(2,198)
Deferred financing cost amortization	5,369		5,163
Accretion of above- and below-market leases, net	(7,271)		(9,361)
Tenant inducement amortization and other	1,937		3,205
Impairment of real estate assets	11,143		17,836
Gain on sale of real estate assets	(53,974)		(59,037)
Equity based compensation	13,855		14,559
Gain on extinguishment of debt, net	(554)		(4,356)
Changes in operating assets and liabilities:
Receivables, net	13,671		(937)
Deferred charges and prepaid expenses	(30,780)		(37,619)
Other assets	(642)		(760)
Accounts payable, accrued expenses and other liabilities	(15,027)		21,820
Net cash provided by operating activities	469,514		453,512

Investing activities:
Improvements to and investments in real estate assets	(255,423)		(254,426)
Acquisitions of real estate assets	(81,862)		(1,914)
Proceeds from sales of real estate assets	141,901		162,194
Purchase of marketable securities	(26,064)		(20,442)
Proceeds from sale of marketable securities	25,264		21,566
Net cash provided by used in investing activities	(196,184)		(93,022)

Financing activities:

Repayment of borrowings under unsecured revolving credit facility	(98,500)		(480,000)
Proceeds from borrowings under unsecured revolving credit facility	80,000		360,000
Proceeds from unsecured notes and term loans	796,152		200,000
Repayment of borrowings under unsecured notes	(367,449)		(194,254)
Deferred financing and debt extinguishment costs	(7,714)		(700)
Proceeds from issuances of OP Units	19,280		—
Partner distributions and repurchases of OP Units	(262,216)		(247,185)
Net cash provided by (used in) financing activities	159,553		(362,139)

Net change in cash, cash equivalents and restricted cash	432,883		(1,649)
Cash, cash equivalents and restricted cash at beginning of period	18,904		20,332
Cash, cash equivalents and restricted cash at end of period	$	451,787	$	18,683

Reconciliation to consolidated balance sheets:
Cash and cash equivalents	$	450,666	$	861
Restricted cash	1,121		17,822
Cash, cash equivalents and restricted cash at end of period	$	451,787	$	18,683

Supplemental disclosure of cash flow information:
Cash paid for interest, net of amount capitalized of $2,887 and $2,987	$	151,862	$	144,271
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, dollars in thousands, unless otherwise stated)

1. Nature of Business and Financial Statement Presentation

Description of Business

Brixmor Property Group Inc. and subsidiaries (collectively, the "Parent Company") 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 the Parent Company conducts substantially all of its operations and owns substantially all of its assets. The Parent Company 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. The Parent Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers through the Operating Partnership and has no other substantial assets or liabilities other than through its investment in the Operating Partnership. The Parent Company, the Operating Partnership, and their consolidated subsidiaries (collectively, the "Company" or "Brixmor") owns and operates one of the largest publicly traded open-air retail portfolios by gross leasable area ("GLA") in the United States ("U.S."), comprised primarily of community and neighborhood shopping centers. As of September 30, 2024, the Company’s portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 63 million square feet of GLA. The Company’s high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and its shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers.

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 reportable segment for disclosure purposes in accordance with U.S. generally accepted accounting principles ("GAAP").

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for the fair presentation of the unaudited Condensed Consolidated Financial Statements for the periods presented have been included. The operating results for the periods presented are not necessarily indicative of the results that may be expected for a full fiscal year. These financial statements should be read in conjunction with the financial statements for the year ended December 31, 2023 and accompanying notes included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 12, 2024.

Principles of Consolidation

The accompanying unaudited Condensed Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, each of their wholly owned subsidiaries, and all other entities in which they have a controlling financial interest. All intercompany transactions have been eliminated.

Income Taxes

The Parent Company has elected to qualify as a REIT in accordance with the Internal Revenue Code of 1986, as amended (the "Code"). To qualify as a REIT, the Parent Company must meet several organizational and operational requirements, including a requirement that it annually distribute to its stockholders at least 90% of its REIT taxable income, determined without regard to the deduction for dividends paid and excluding net capital gains. Management intends to continue to satisfy these requirements and maintain the Parent Company's REIT status. As a REIT, the Parent Company generally will not be subject to U.S. federal income tax, provided that distributions to its stockholders equal at least the amount of its REIT taxable income as defined under the Code.

The Parent Company conducts substantially all of its operations through the Operating Partnership, which is organized as a limited partnership and treated as a pass-through entity for U.S. federal tax purposes. Therefore, U.S. federal income taxes do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

If the Parent Company fails to qualify as a REIT in any taxable year, it will be subject to U.S. federal taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even if the Parent Company qualifies for taxation as a REIT, the Parent Company is subject to certain state and local taxes on its income and property, and to U.S. federal income and excise taxes on its undistributed taxable income as well as other income items, as applicable.

The Parent Company has elected to treat certain of its subsidiaries as taxable REIT subsidiaries (each a "TRS"), and the Parent Company may in the future elect to treat newly formed and/or other existing subsidiaries as TRSs. A TRS may participate in non-real estate related activities and/or perform non-customary services for tenants and is subject to certain limitations under the Code. A TRS is subject to U.S. federal, state, and local income taxes at regular corporate rates. Income taxes related to the Parent Company’s TRSs do not materially impact the unaudited Condensed Consolidated Financial Statements of the Company.

The Company has considered the tax positions taken for the open tax years and has concluded that no provision for income taxes related to uncertain tax positions is required in the Company’s unaudited Condensed Consolidated Financial Statements as of September 30, 2024 and December 31, 2023. Open tax years generally range from 2021 through 2023 but may vary by jurisdiction and issue. The Company recognizes penalties and interest accrued related to unrecognized tax benefits as income tax expense, which is included in Other on the Company’s unaudited Condensed Consolidated Statements of Operations.

New Accounting Pronouncements

Any recently issued accounting standards or pronouncements have been excluded as they either are not relevant to the Company, or they are not expected to have a material impact on the unaudited Condensed Consolidated Financial Statements of the Company.

2. Acquisition of Real Estate

During the nine months ended September 30, 2024, the Company acquired the following assets, in separate transactions:

Description(1)

Location

Month Acquired

GLA

Aggregate Purchase Price(2)

West Center

East Setauket, NY

Apr-24

42,594

17,470

The Fresh Market Shoppes

Hilton Head Island, SC

Jul-24

86,398

23,848

Land at King's Market

Roswell, GA

Jul-24

N/A

2,337

Acton Plaza

Acton, MA

Aug-24

137,572

38,207

266,564

81,862

(1)No debt was assumed related to the listed acquisitions.

(2)Aggregate purchase price includes $0.7 million of transaction costs.

During the nine months ended September 30, 2023, the Company acquired the following asset:

Description(1)

Location

Month Acquired

GLA

Aggregate Purchase Price(2)

Land at Aurora Plaza(3)

Aurora, CO

Apr-23

N/A

1,914

—

1,914

(1)No debt was assumed related to the listed acquisition.

(2)Aggregate purchase price includes $0.1 million of transaction costs.

(3)The Company terminated a ground lease and acquired the associated land parcel.

The aggregate purchase price of the assets acquired during the nine months ended September 30, 2024 and 2023, respectively, has been allocated as follows:


	Nine Months Ended September 30,
Assets	2024		2023
Land	$	23,451	$	1,914
Buildings	42,039		—
Building and tenant improvements	4,312		—
Above-market leases(1)	169		—
In-place leases(2)	18,009		—
Total assets acquired	$	87,980	$	1,914

Liabilities
Below-market leases(3)	$	6,118	$	—

Total liabilities	6,118		—
Net assets acquired	$	81,862	$	1,914

(1)The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the nine months ended September 30, 2024 was 5.3 years.

(2)The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the nine months ended September 30, 2024 was 4.5 years.

(3)The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the nine months ended September 30, 2024 was 14.4 years.

3. Dispositions and Assets Held for Sale

During the three months ended September 30, 2024, the Company disposed of two shopping centers, three partial shopping centers, and one land parcel for aggregate net proceeds of $72.6 million, resulting in aggregate gain of $37.0 million and aggregate impairment of $0.3 million. In addition, during the three months ended September 30, 2024, the Company resolved contingencies related to previously disposed assets, resulting in a net loss of less than $0.1 million. During the nine months ended September 30, 2024, the Company disposed of five shopping centers, four partial shopping centers, and two land parcels for aggregate net proceeds of $140.0 million, resulting in aggregate gain of $52.1 million and aggregate impairment of $0.5 million. In addition, during the nine months ended September 30, 2024, the Company received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.

During the three months ended September 30, 2023, the Company disposed of one shopping center and one partial shopping center for aggregate net proceeds of $16.6 million, resulting in aggregate gain of $6.8 million. In addition, during the three months ended September 30, 2023, the Company resolved contingencies related to previously disposed assets, resulting in a net loss of $0.1 million. During the nine months ended September 30, 2023, the Company disposed of nine shopping centers and eight partial shopping centers for aggregate net proceeds of $161.9 million, resulting in aggregate gain of $58.9 million and aggregate impairment of $6.1 million. In addition, during the nine months ended September 30, 2023, the Company received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $0.1 million.

As of September 30, 2024 and December 31, 2023, the Company had no properties held for sale.

There were no discontinued operations for the three and nine months ended September 30, 2024 and 2023 as none of the dispositions represented a strategic shift in the Company’s business that would qualify as discontinued operations.

4. Real Estate

The Company’s components of Real estate, net consisted of the following:


	September 30, 2024		December 31, 2023
Land	$	1,791,843	$	1,794,011
Buildings and improvements:
Buildings and tenant improvements	8,872,234		8,696,881
Lease intangibles(1)	501,393		504,995
	11,165,470		10,995,887
Accumulated depreciation and amortization(2)	(3,372,860)		(3,198,980)
Total	$	7,792,610	$	7,796,907

(1)As of September 30, 2024 and December 31, 2023, Lease intangibles consisted of $454.9 million and $456.8 million, respectively, of in-place leases and $46.5 million and $48.2 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.

(2)As of September 30, 2024 and December 31, 2023, Accumulated depreciation and amortization included $440.9 million and $445.5 million, respectively, of accumulated amortization related to Lease intangibles.

In addition, as of September 30, 2024 and December 31, 2023, the Company had intangible liabilities relating to below-market leases of $329.6 million and $329.8 million, respectively, and accumulated accretion of $248.9 million and $247.2 million, respectively. These intangible liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

Below-market lease accretion income, net of above-market lease amortization for the three months ended September 30, 2024 and 2023 was $2.4 million and $3.3 million, respectively. Below-market lease accretion income, net of above-market lease amortization for the nine months ended September 30, 2024 and 2023 was $7.3 million and $9.4 million, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. Amortization expense associated with in-place lease value for the three months ended September 30, 2024 and 2023 was $3.6 million and $4.5 million, respectively. Amortization expense associated with in-place lease value for the nine months ended September 30, 2024 and 2023 was $10.0 million and $12.9 million, respectively. These amounts are included in Depreciation and amortization on the Company’s unaudited Condensed Consolidated Statements of Operations. The Company’s estimated below-market lease accretion income, net of above-market lease amortization expense, and in-place lease amortization expense for the next five years are as follows:


Year ending December 31,	Below-market lease accretion (income), net of above-market lease amortization expense		In-place lease amortization expense
2024 (remaining three months)	$	(2,378)	$	3,503
2025	(8,518)		11,745
2026	(7,515)		8,718
2027	(6,388)		6,705
2028	(5,832)		4,696

5. Impairments

The Company recognized the following impairments during the three and nine months ended September 30, 2024:


Three Months Ended September 30, 2024
Property Name(1)	Location	GLA	Impairment Charge
Southland Shopping Center - multi-tenant outparcel	Middleburg Heights, OH	149,891	$	5,611
Land at Springdale(2)	Mobile, AL	—	252
		149,891	$	5,863

Nine Months Ended September 30, 2024
Property Name(1)	Location	GLA	Impairment Charge
Southland Shopping Center - multi-tenant outparcel	Middleburg Heights, OH	149,891	$	5,611
Seacoast Shopping Center	Seabrook, NH	89,634	5,062
Land at Springdale(2)	Mobile, AL	—	252
Victory Square - Bridgestone Outparcel(2)	Savannah, GA	6,702	218
		246,227	$	11,143

(1)The Company recognized an impairment charge based upon changes in the anticipated hold periods of these properties and/or offers from third-party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the nine months ended September 30, 2024.

The Company did not recognize any impairments during the three months ended September 30, 2023. The Company recognized the following impairments during the nine months ended September 30, 2023:











Nine Months Ended September 30, 2023
Property Name(1)	Location	GLA	Impairment Charge
The Quentin Collection	Kildeer, IL	171,530	$	11,705
Broadway Faire - Theater Box(2)	Fresno, CA	39,983	2,102
Elk Grove Town Center(2)	Elk Grove Village, IL	61,609	1,796
The Manchester Collection - Crossroads(2)	Manchester, CT	14,867	1,155
Spring Mall(2)	Greenfield, WI	45,920	1,078
		333,909	$	17,836

(1)The Company recognized impairment charges based upon changes in the anticipated hold periods of these properties and/or offers from third party buyers in connection with the Company’s capital recycling program.

(2)The Company disposed of this property during the year ended December 31, 2023

The Company can provide no assurance that material impairment charges with respect to its Portfolio will not occur in future periods. See Note 3 for additional information regarding impairment charges taken in connection with the Company’s dispositions. See Note 8 for additional information regarding the fair value of operating properties that have been impaired.

6. Financial Instruments – Derivatives and Hedging

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 from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount. The Company utilizes interest rate swaps to partially hedge the cash flows associated with variable-rate debt or future cash flows associated with forecasted fixed-rate debt issuances. During the nine months ended September 30, 2024, the Company did not enter into any new interest rate swap agreements,

terminated three outstanding interest rate swap agreements, and four interest rate swap agreements expired at maturity. During the year ended December 31, 2023, the Company entered into 10 interest rate swap agreements. The Company has elected to present its interest rate derivatives on its unaudited Consolidated Balance Sheets on a gross basis as interest rate swap assets and interest rate swap 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 May 2024, the Company terminated three outstanding forward-starting interest rate swaps with an aggregate notional amount of $150.0 million for aggregate net proceeds of $7.3 million. The forward-starting swaps were designated as hedges against interest rate risk on the issuance of the 2034 Notes (defined hereafter) and the 2035 Notes (defined hereafter), and thus the Company ascribed gains of $1.5 million and $5.8 million, respectively, to the notes. The gains are included in Accumulated other comprehensive loss on the Company's unaudited Condensed Consolidated Balance Sheets and will be amortized over the earlier of the term of the respective derivative instruments, or the term of the underlying notes, as a reduction to Interest expense on the Company’s unaudited Condensed Consolidated Statements of Operations.

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of September 30, 2024 is as follows:


							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	$	—	$	(804)
5/1/2023	7/26/2027	1 Month SOFR	3.5950	%	75,000		—		(614)
5/1/2023	7/26/2027	1 Month SOFR	3.5930	%	25,000		—		(204)
7/26/2024	7/26/2027	1 Month SOFR	4.0767	%	100,000		—		(2,110)
7/26/2024	7/26/2027	1 Month SOFR	4.0770	%	100,000		—		(2,111)
7/26/2024	7/26/2027	1 Month SOFR	4.0767	%	50,000		—		(1,055)
7/26/2024	7/26/2027	1 Month SOFR	4.0770	%	50,000		—		(1,055)
					$	500,000	$	—	$	(7,953)

Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2023 is as follows:


							Fair Value
Effective Date	Maturity Date	Swapped Variable Rate	Fixed Rate		Notional Amount		Assets		Liabilities
6/1/2022	7/26/2024	1 Month SOFR(1)	2.5875	%	$	50,000	$	710	$	—
6/1/2022	7/26/2024	1 Month SOFR(1)	2.5960	%	50,000		707		—
6/1/2022	7/26/2024	1 Month SOFR(1)	2.5860	%	100,000		1,421		—
6/1/2022	7/26/2024	1 Month SOFR(1)	2.5850	%	100,000		1,421		—
5/1/2023	7/26/2027	1 Month SOFR(2)	3.5890	%	100,000		59		—
5/1/2023	7/26/2027	1 Month SOFR(2)	3.5950	%	75,000		34		—
5/1/2023	7/26/2027	1 Month SOFR(2)	3.5930	%	25,000		12		—
7/26/2024	7/26/2027	1 Month SOFR(3)	4.0767	%	100,000		—		(2,073)
7/26/2024	7/26/2027	1 Month SOFR(3)	4.0770	%	100,000		—		(2,077)
7/26/2024	7/26/2027	1 Month SOFR(3)	4.0767	%	50,000		—		(1,038)
7/26/2024	7/26/2027	1 Month SOFR(3)	4.0770	%	50,000		—		(1,039)
6/14/2024	6/14/2034	Compound SOFR(4)	3.4400	%	100,000		—		(437)
6/14/2024	6/14/2034	Compound SOFR(4)	3.4370	%	25,000		—		(104)
6/14/2024	6/14/2034	Compound SOFR(4)	3.4400	%	25,000		—		(109)
					$	950,000	$	4,364	$	(6,877)

(1)Swapped variable rate includes a SOFR adjustment of 10 basis points.

(2)In April 2023, the Company entered into three interest rate swap agreements with an aggregate notional amount of $200.0 million. The interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility (defined hereafter) at 3.59%.

(3)In November 2023, the Company entered into four forward-starting interest rate swap agreements with an aggregate notional amount of $300.0 million. The forward-starting interest rate swap agreements were designated as cash flow hedges that effectively fix the SOFR component of the interest rate on a portion of the outstanding debt under the Term Loan Facility at 4.08% beginning on the effective date.

(4)In December 2023, the Company entered into three forward-starting interest rate swap agreements with an aggregate notional amount of $150.0 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 $150.0 million of long-term debt. The Company hedged its exposure to the variability in future cash flows for a forecasted issuance of long-term debt over a maximum period ending June 2026. The forward-starting interest rate swaps were designated as cash flow hedges.

All of the Company's outstanding interest rate swap 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 (loss) 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 swaps that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and 2023 is as follows:


Derivatives in Cash Flow Hedging Relationships (Interest Rate Swaps)	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Change in unrealized gain (loss) on interest rate swaps	$	(11,161)	$	3,932	$	10,062	$	9,906
Accretion of interest rate swaps to interest expense	(2,323)		(2,970)		(8,513)		(6,887)
Change in unrealized gain (loss) on interest rate swaps, net	$	(13,484)	$	962	$	1,549	$	3,019

The Company estimates that $0.2 million will be reclassified from Accumulated other comprehensive loss 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, 2024 and 2023.

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, 2024 and December 31, 2023, 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, 2024 and December 31, 2023, the Company had the following indebtedness outstanding:


	Carrying Value as of
	September 30, 2024		December 31, 2023		Stated Interest Rate(1)	Scheduled Maturity Date
Notes payable
Unsecured notes(2)	$	4,850,765	$	4,418,805	2.25% – 7.97%	2025 – 2035
Net unamortized premium	14,980		20,974
Net unamortized debt issuance costs	(21,867)		(17,680)
Total notes payable, net	$	4,843,878	$	4,422,099

Unsecured Credit Facility
Revolving Facility(3)	$	—	$	18,500	5.89%	2026
Term Loan Facility(3)(4)(5)	500,000		500,000		6.23%	2027
Net unamortized debt issuance costs	(5,197)		(7,074)
Total Unsecured Credit Facility and term loans	$	494,803	$	511,426

Total debt obligations, net	$	5,338,681	$	4,933,525

(1)Stated interest rates as of September 30, 2024 do not include the impact of the Company’s interest rate swap agreements (described below).

(2)The weighted average stated interest rate on the Company’s unsecured notes was 4.01% as of September 30, 2024.

(3)The Company's Revolving Facility (defined hereafter) and Term Loan Facility include a sustainability metric incentive, which can reduce the applicable credit spread by up to two basis points.

(4)Effective July 26, 2024, the Company has in place four interest rate swap agreements that convert the variable interest rate on $300.0 million outstanding under the Term Loan Facility to a fixed, combined interest rate of 4.08% (plus a spread, currently 93 basis points and SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility on July 26, 2027.

(5)Effective May 1, 2023, the Company has in place three interest rate swap agreements 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 93 basis points and SOFR adjustment of 10 basis points) through the maturity of the Term Loan Facility on July 26, 2027.

2024 Debt Transactions

The Operating Partnership has an unsecured credit facility as amended and restated on April 28, 2022 (the "Unsecured Credit Facility"), which is comprised of a $1.25 billion revolving loan facility (the "Revolving Facility") and a $500.0 million term loan (the "Term Loan Facility"). During the nine months ended September 30, 2024, the Operating Partnership repaid $18.5 million, net of borrowings, under the Revolving Facility, with proceeds from dispositions and the issuance of the 2034 Notes.

During the nine months ended September 30, 2024, the Operating Partnership repaid $300.4 million principal amount of the 3.650% Senior Notes due 2024 (the "2024 Notes"), representing all of the outstanding 2024 Notes, and $67.7 million principal amount of the 3.850% Senior Notes due 2025 (the "2025 Notes"), with $632.3 million aggregate principal amount of the 2025 Notes remaining outstanding. The Operating Partnership funded the 2024 Notes and 2025 Notes repayments with proceeds from the issuance of the 2034 Notes and 2035 Notes and dispositions. In connection with the repayment of the 2025 Notes, the Company recognized a $0.6 million gain on extinguishment of debt during the nine months ended September 30, 2024.

On January 12, 2024, the Operating Partnership issued $400.0 million aggregate principal amount of Senior Notes due 2034 (the "2034 Notes") at 99.816% of par. The Operating Partnership intends to use the net proceeds for general corporate purposes, including the repayment of indebtedness. The 2034 Notes bear interest at a rate of 5.500% per annum, payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2024. The 2034 Notes will mature on February 15, 2034.

On May 28, 2024, the Operating Partnership issued $400.0 million aggregate principal amount of Senior Notes due 2035 (the "2035 Notes") at 99.222% of par. The Operating Partnership intends to use the net proceeds for general corporate purposes, including the repayment of indebtedness. The 2035 Notes bear interest at a rate of 5.750% per annum, payable semi-annually on February 15 and August 15 of each year, commencing August 15, 2024. The 2035 Notes will mature on February 15, 2035.

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, 2024.

Debt Maturities

As of September 30, 2024 and December 31, 2023, the Company had accrued interest of $45.6 million and $47.1 million outstanding, respectively. As of September 30, 2024, scheduled maturities of the Company’s outstanding debt obligations were as follows:


Year ending December 31,
2024 (remaining three months)	$	—
2025	632,312
2026	607,542
2027	900,000
2028	357,708
Thereafter	2,853,203
Total debt maturities	5,350,765
Net unamortized premium	14,980
Net unamortized debt issuance costs	(27,064)
Total debt obligations, net	$	5,338,681

As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $632.3 million outstanding principal balance on the 2025 Notes. The Company has sufficient cash and cash equivalents and liquidity to satisfy this scheduled debt maturity.

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:


	September 30, 2024				December 31, 2023
	Carrying Amounts		Fair Value		Carrying Amounts		Fair Value

Notes payable	$	4,843,878	$	4,783,670	$	4,422,099	$	4,155,332
Unsecured Credit Facility	494,803		500,000		511,426		518,500
Total debt obligations, net	$	5,338,681	$	5,283,670	$	4,933,525	$	4,673,832

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 that are measured and recognized at fair value on a recurring basis:


	Fair Value Measurements as of September 30, 2024
	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)	$	21,205	$	739	$	20,466	$	—


Liabilities:
Interest rate derivatives	$	(7,953)	$	—	$	(7,953)	$	—

	Fair Value Measurements as of December 31, 2023
	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)	$	19,914	$	656	$	19,258	$	—
Interest rate derivatives	4,364		—		4,364		—

Liabilities:
Interest rate derivatives	$	(6,877)	$	—	$	(6,877)	$	—

(1)As of September 30, 2024 and December 31, 2023, marketable securities included $0.2 million of net unrealized gain and $0.2 million of net unrealized loss, respectively. As of September 30, 2024, 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. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the nine months ended September 30, 2024 and year ended December 31, 2023, excluding the properties sold prior to September 30, 2024 or December 31, 2023, respectively:


	Fair Value Measurements as of September 30, 2024
	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)(3)	$	6,548	$	—	$	—	$	6,548	$	10,673

	Fair Value Measurements as of December 31, 2023
	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(4)(5)	$	14,987	$	—	$	—	$	14,987	$	11,705

(1)Excludes properties disposed of prior to September 30, 2024.

(2)The carrying value of Seacoast Shopping Center, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the nine months ended September 30, 2024, is $5.7 million. The capitalization rate of 8.00% utilized in the analysis was based upon unobservable inputs that the Company believes to be within a reasonable range of current market rates for the property.

(3)The carrying value of Southland Shopping Center - multi-tenant outparcel, which was remeasured to fair value based upon offers from third-party buyers during the nine months ended September 30, 2024, is $0.8 million.

(4)Excludes properties disposed of prior to December 31, 2023.

(5)The carrying value of The Quentin Collection, which was remeasured to fair value based on an income approach valuation using the direct capitalization method during the year ended December 31, 2023, is $15.0 million. The capitalization rate of 8.75% utilized in the analysis was based upon unobservable inputs 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, ATMs, 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 $1.3 million and $1.6 million of income based on percentage rents for the three months ended September 30, 2024 and 2023, respectively. The Company recognized $7.9 million and $7.3 million of income based on percentage rents for the nine months ended September 30, 2024 and 2023, 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, 2024, the Company is not including 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:


	Three Months Ended September 30,				Nine Months Ended September 30,
Supplemental Statements of Operations Information	2024		2023		2024		2023
Operating lease costs	$	928	$	1,410	$	928	$	4,227

Variable lease costs	66		88		318		350
Total lease costs	$	994	$	1,498	$	1,246	$	4,577

	Nine Months Ended September 30,
Supplemental Statements of Cash Flows Information	2024		2023
Operating cash outflows from operating leases	$	4,252	$	4,496
ROU assets obtained in exchange for operating lease liabilities	3,558		90
ROU asset reduction due to dispositions, held for sale, and lease modifications	(6,581)		(144)

Operating Lease Liabilities	As of September 30, 2024
Future minimum operating lease payments:
2024 (remaining three months)	$	1,423
2025	5,647
2026	4,776
2027	2,893
2028	2,052
2029	1,975
Thereafter	29,044
Total future minimum operating lease payments	47,810
Less: imputed interest	(15,742)

Operating lease liabilities	$	32,068

Supplemental Balance Sheets Information	As of September 30, 2024		As of December 31, 2023
Operating lease liabilities(1)(2)	$	32,068	$	36,105
ROU assets(1)(3)	29,429		32,350

(1)As of September 30, 2024 and December 31, 2023, the weighted average remaining lease term was 16.7 years and 16.0 years, respectively, and the weighted average discount rate was 4.73% and 4.48%, 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, 2024 there were no material leases that have been executed but not yet commenced.

11. Equity and Capital

ATM Program

In November 2022, the Company renewed its at-the-market equity offering program (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 that the Company may enter into forward contracts for shares of its common stock with forward sellers and forward purchasers. The ATM Program is scheduled to expire on November 1, 2025, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers. During the nine months ended September 30, 2024, the Company issued 0.7 million shares of common stock under the ATM Program at an average price per share of $27.92 for total gross proceeds of $20.0 million, excluding commissions and fees. The Company incurred commissions and fees of $0.7 million in conjunction with the ATM Program for the nine months ended September 30, 2024. During the nine months ended September 30, 2023, the Company did not issue any shares of common stock under the ATM Program. As of September 30, 2024, $380.0 million of common stock remained available for issuance under the ATM Program.

Share Repurchase Program

In November 2022, 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 November 1, 2025, unless suspended or extended by the Company's board of directors. During the nine months ended September 30, 2024 and 2023, the Company did not repurchase any shares of common stock. As of September 30, 2024, 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, 2024 and 2023, the Company withheld 0.6 million and 0.5 million shares of its common stock, respectively.

Dividends and Distributions

During the three months ended September 30, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.2725 per share/unit and $0.2600 per share/unit, respectively. During the nine months ended September 30, 2024 and 2023, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.8175 per share/unit and $0.7800 per share/unit, respectively. As of September 30, 2024 and December 31, 2023, the Company had declared but unpaid common stock dividends and OP Unit distributions of $86.0 million and $85.7 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.

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. Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the Company's board of directors approved in 2013.

During the nine months ended September 30, 2024 and the year ended December 31, 2023, 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 0.8 million and 0.7 million for the nine months ended September 30, 2024 and the year ended December 31, 2023, respectively, with vesting periods ranging from one to five years. For the service-based and performance-based RSU's 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, 2024	Year Ended, December 31, 2023
Volatility	23.0% - 28.0%	32.0% - 52.0%
Weighted average risk-free interest rate	4.03% - 4.92%	3.79% - 5.18%
Weighted average common stock dividend yield	4.4% - 4.7%	4.3% - 4.8%

During the three months ended September 30, 2024 and 2023, the Company recognized $5.4 million and $6.1 million of equity compensation expense, respectively, of which $0.3 million and $0.4 million was capitalized, respectively. During the nine months ended September 30, 2024 and 2023, the Company recognized $15.1 million and $15.7 million of equity compensation expense, respectively, of which $1.3 million and $1.1 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, 2024, the Company had $18.8 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.0 years.

13. Earnings per Share

Basic earnings per share ("EPS") is calculated by dividing net income attributable to the Company’s common stockholders, including any participating securities, by the weighted average number of shares outstanding for the period. Certain restricted shares issued pursuant to the Company’s share-based compensation program are considered participating securities, as such stockholders have rights to receive non-forfeitable dividends. Fully-diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into shares of common stock. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Company’s common stock.

The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and nine months ended September 30, 2024 and 2023 (dollars in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Computation of Basic Earnings Per Share:
Net income	$	96,840	$	63,736	$	255,870	$	232,390
Non-forfeitable dividends on unvested restricted shares	(167)		(216)		(418)		(620)
Net income attributable to the Company’s common stockholders for basic earnings per share	$	96,673	$	63,520	$	255,452	$	231,770

Weighted average number shares outstanding – basic	302,676		301,007		302,518		300,955

Basic earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.32	$	0.21	$	0.84	$	0.77

Computation of Diluted Earnings Per Share:
Net income attributable to the Company’s common stockholders for diluted earnings per share	$	96,673	$	63,520	$	255,452	$	231,770

Weighted average shares outstanding – basic	302,676		301,007		302,518		300,955
Effect of dilutive securities:
Equity awards	932		1,504		859		1,492
Weighted average shares outstanding – diluted	303,608		302,511		303,377		302,447

Diluted earnings per share attributable to the Company’s common stockholders:
Net income per share	$	0.32	$	0.21	$	0.84	$	0.77

14. Earnings per Unit

Basic earnings per unit is calculated by dividing net income attributable to the Operating Partnership’s common unitholders, including any participating securities, by the weighted average number of partnership common units outstanding for the period. Certain restricted units issued pursuant to the Company’s share-based compensation program are considered participating securities, as such unitholders have rights to receive non-forfeitable dividends. Fully-diluted earnings per unit reflects the potential dilution that could occur if securities or other contracts to issue common units were exercised or converted into common units. Unvested RSUs are not allocated net losses and/or any excess of dividends declared over net income, as such amounts are allocated entirely to the Operating Partnership’s common units.

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, 2024 and 2023 (dollars in thousands, except per unit data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Computation of Basic Earnings Per Unit:
Net income	$	96,840	$	63,736	$	255,870	$	232,390
Non-forfeitable dividends on unvested restricted units	(167)		(216)		(418)		(620)
Net income attributable to the Operating Partnership’s common units for basic earnings per unit	$	96,673	$	63,520	$	255,452	$	231,770

Weighted average number common units outstanding – basic	302,676		301,007		302,518		300,955

Basic earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.32	$	0.21	$	0.84	$	0.77

Computation of Diluted Earnings Per Unit:
Net income attributable to the Operating Partnership’s common units for diluted earnings per unit	$	96,673	$	63,520	$	255,452	$	231,770

Weighted average common units outstanding – basic	302,676		301,007		302,518		300,955
Effect of dilutive securities:
Equity awards	932		1,504		859		1,492
Weighted average common units outstanding – diluted	303,608		302,511		303,377		302,447

Diluted earnings per unit attributable to the Operating Partnership’s common units:
Net income per unit	$	0.32	$	0.21	$	0.84	$	0.77

15. 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, 2024 and 2023, the Company did not incur any material governmental fines resulting from environmental matters.

16. Related-Party Transactions

As of September 30, 2024 and December 31, 2023, there were no material receivables from or payables to related parties. During the three and nine months ended September 30, 2024 and 2023, the Company did not engage in any material related-party transactions.

17. Subsequent Events

In preparing the unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after September 30, 2024 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from September 30, 2024 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 community and neighborhood shopping centers. As of September 30, 2024, our portfolio was comprised of 360 shopping centers (the "Portfolio") totaling approximately 63 million square feet of GLA. Our high-quality national Portfolio is primarily located within established trade areas in the top 50 Core-Based Statistical Areas in the U.S., and our shopping centers are primarily anchored by non-discretionary and value-oriented retailers, as well as consumer-oriented service providers. As of September 30, 2024, 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, 2023, 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 purpose-driven 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 11 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.

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, 2024, billed and leased occupancy were 91.9% and 95.6%, respectively, as compared to 90.0% and 93.9%, respectively, as of September 30, 2023.

The following table summarizes our executed leasing activity for the three months ended September 30, 2024 and 2023 (dollars in thousands, except for per square foot ("PSF") amounts):


For the Three Months Ended September 30, 2024
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	316	2,073,869	$	17.43	$	3.05	$	2.08	15.9	%
New and renewal leases	263	1,123,202	22.98		5.64		3.84		21.8	%
New leases	110	561,826	22.67		8.88		7.68		31.8	%
Renewal leases	153	561,376	23.29		2.39		—		18.1	%
Option leases	53	950,667	10.86		—		—		6.9	%

For the Three Months Ended September 30, 2023
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	427	2,733,476	$	18.51	$	4.29	$	2.14	17.5	%
New and renewal leases	368	1,748,987	21.57		6.71		3.34		22.3	%
New leases	151	789,336	22.74		14.24		7.38		52.7	%
Renewal leases	217	959,651	20.61		0.52		0.02		12.3	%
Option leases	59	984,489	13.06		—		—		8.2	%

(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, 2024 and 2023 (dollars in thousands, except for PSF amounts):


For the Nine Months Ended September 30, 2024
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	1,050	7,044,014	$	17.60	$	3.41	$	2.02	16.6	%
New and renewal leases	885	3,880,223	22.29		6.20		3.66		23.1	%
New leases	360	1,874,583	22.55		11.02		7.48		41.3	%
Renewal leases	525	2,005,640	22.05		1.69		0.09		16.5	%
Option leases	165	3,163,791	11.84		—		—		7.1	%

For the Nine Months Ended September 30, 2023
	Leases	GLA	New ABR PSF		Tenant Improvements and Allowances PSF		Third Party Leasing Commissions PSF		Rent Spread(1)
New, renewal and option leases	1,251	7,489,943	$	18.71	$	4.80	$	2.29	15.2	%
New and renewal leases	1,074	4,588,215	22.36		7.83		3.75		19.2	%
New leases	427	2,182,430	22.27		14.18		7.82		41.3	%
Renewal leases	647	2,405,785	22.44		2.07		0.05		13.1	%
Option leases	177	2,901,728	12.93		—		—		8.4	%

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, 2024, we acquired three shopping centers and one land parcel for an aggregate purchase price of $81.9 million, including any transaction costs and closing credits.

•During the nine months ended September 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 million, including any transaction costs and closing credits.

Disposition Activity

•During the nine months ended September 30, 2024, we disposed of five shopping centers, four partial shopping centers, and two land parcels for aggregate net proceeds of $140.0 million, resulting in aggregate gain of $52.1 million and aggregate impairment of $0.5 million. In addition, during the nine months ended September 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million.

•During the nine months ended September 30, 2023, we disposed of nine shopping centers and eight partial shopping centers for aggregate net proceeds of $161.9 million, resulting in aggregate gain of $58.9 million and aggregate impairment of $6.1 million. In addition, during the nine months ended September 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in net gain of $0.1 million.

Results of Operations

The results of operations discussion is combined for BPG and the Operating Partnership because there are no material differences in the results of operations between the two reporting entities.

Comparison of the Three Months Ended September 30, 2024 to the Three Months Ended September 30, 2023

Revenues (in thousands)


	Three Months Ended September 30,
	2024		2023		$ Change
Revenues
Rental income	$	319,989	$	307,118	$	12,871
Other revenues	693		196		497
Total revenues	$	320,682	$	307,314	$	13,368

Rental income

The increase in rental income for the three months ended September 30, 2024 of $12.9 million, as compared to the corresponding period in 2023, was due to a $14.3 million increase for assets owned for the full period, partially offset by a $1.4 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) an $11.1 million increase in base rent; (ii) a $5.1 million increase in expense reimbursements; (iii) a $3.0 million increase in straight-line rental income, net; and (iv) a $0.3 million increase in lease termination fees; partially offset by (v) a $4.2 million decrease in rental income associated with revenues deemed uncollectible; (vi) a $0.6 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; (vii) a $0.3 million decrease in percentage rents; and (viii) a $0.1 million decrease in ancillary and other rental income. The $11.1 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 16.6% during the nine months ended September 30, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Other revenues

The increase in other revenues for the three months ended September 30, 2024 of $0.5 million as compared to the corresponding period in 2023, was primarily due to an increase in tax increment financing income.

Operating Expenses (in thousands)


	Three Months Ended September 30,
	2024		2023		$ Change
Operating expenses
Operating costs	$	36,442	$	35,058	$	1,384
Real estate taxes	42,902		42,156		746
Depreciation and amortization	94,829		96,254		(1,425)
Impairment of real estate assets	5,863		—		5,863
General and administrative	30,250		29,182		1,068
Total operating expenses	$	210,286	$	202,650	$	7,636

Operating costs

The increase in operating costs for the three months ended September 30, 2024 of $1.4 million, as compared to the corresponding period in 2023, was due to a $2.0 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, partially offset by a $0.6 million decrease due to net transaction activity.

Real estate taxes

The increase in real estate taxes for the three months ended September 30, 2024 of $0.7 million, as compared to the corresponding period in 2023, was due to a $1.2 million increase in real estate taxes for assets owned for the full period, primarily due to a decrease in favorable adjustments related to prior year assessments and a decrease in real estate tax refunds, partially offset by a decrease in current year assessments and a $0.5 million decrease due to net transaction activity.

Depreciation and amortization

The decrease in depreciation and amortization for the three months ended September 30, 2024 of $1.4 million, as compared to the corresponding period in 2023, was due to a $1.9 million decrease for assets owned for the full period, primarily due to a decrease in accelerated depreciation and amortization related to tenant move-outs, partially offset by an increase in capital expenditures and a $0.5 million increase due to net transaction activity.

Impairment of real estate assets

During the three months ended September 30, 2024, aggregate impairment of $5.9 million was recognized on one land parcel, as a result of disposition activity, and one operating property. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

General and administrative

The increase in general and administrative costs of $1.1 million for the three months ended September 30, 2024, as compared to the corresponding period in 2023, was primarily due to one-time severance costs of $2.4 million associated with the realignment of the Company's regional operating structure, partially offset by a decrease in other net compensation costs.

During the three months ended September 30, 2024 and 2023, construction compensation costs of $4.5 million and $4.7 million, respectively, were capitalized to building and improvements and leasing legal costs of $0.8 million and $0.9 million, respectively, and leasing commission costs of $2.0 million and $1.9 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)


	Three Months Ended September 30,
	2024		2023		$ Change
Other income (expense)
Dividends and interest	$	5,289	$	273	$	5,016
Interest expense	(55,410)		(47,364)		(8,046)
Gain on sale of real estate assets	37,018		6,712		30,306
Gain on extinguishment of debt, net	273		6		267
Other	(726)		(555)		(171)
Total other expense	$	(13,556)	$	(40,928)	$	27,372

Dividends and interest

The increase in dividends and interest for the three months ended September 30, 2024 of $5.0 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Interest expense

The increase in interest expense for the three months ended September 30, 2024 of $8.0 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Gain on sale of real estate assets

During the three months ended September 30, 2024, two shopping centers and three partial shopping centers were disposed of resulting in aggregate gain of $37.0 million. In addition, during the three months ended September 30, 2024, we resolved contingencies related to previously disposed assets, resulting in net loss of less than $0.1 million. During the three months ended September 30, 2023, one shopping center and one partial shopping center were disposed of resulting in aggregate gain of $6.8 million. In addition, during the three months ended September 30, 2023, we resolved contingencies related to previously disposed assets, resulting in a net loss of $0.1 million.

Gain on extinguishment of debt, net

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

Other

Other expense remained generally consistent for the three months ended September 30, 2024, as compared to the corresponding period in 2023.

Comparison of the Nine Months Ended September 30, 2024 to the Nine Months Ended September 30, 2023

Revenues (in thousands)


	Nine Months Ended September 30,
	2024		2023		$ Change
Revenues
Rental income	$	955,065	$	927,440	$	27,625
Other revenues	1,547		1,111		436
Total revenues	$	956,612	$	928,551	$	28,061

Rental income

The increase in rental income for the nine months ended September 30, 2024 of $27.6 million, as compared to the corresponding period in 2023, was due to a $36.3 million increase for assets owned for the full period, partially offset by a $8.7 million decrease due to net transaction activity. The increase for assets owned for the full period was due to (i) a $27.4 million increase in base rent; (ii) a $7.1 million increase in straight-line rental income, net; (iii) a $5.6 million increase in expense reimbursements; (iv) a $0.6 million increase in percentage rents; and (v) a $0.5 million increase in ancillary and other rental income; partially offset by (vi) a $2.2 million decrease in rental income associated with revenues deemed uncollectible; (vii) a $1.4 million decrease in accretion of below-market leases, net of amortization of above-market leases and tenant inducements; and (viii) a $1.3 million decrease in lease termination fees. The $27.4 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 16.6% during the nine months ended September 30, 2024 and 15.3% during the year ended December 31, 2023, and an increase in weighted average billed occupancy.

Other revenues

The increase in other revenues for the nine months ended September 30, 2024 of $0.4 million as compared to the corresponding period in 2023, was primarily due to an increase in tax increment financing income.

Operating Expenses (in thousands)


	Nine Months Ended September 30,
	2024		2023		$ Change
Operating expenses
Operating costs	$	110,518	$	106,658	$	3,860
Real estate taxes	120,659		130,556		(9,897)
Depreciation and amortization	278,065		272,807		5,258
Impairment of real estate assets	11,143		17,836		(6,693)
General and administrative	88,430		86,868		1,562
Total operating expenses	$	608,815	$	614,725	$	(5,910)

Operating costs

The increase in operating costs for the nine months ended September 30, 2024 of $3.9 million, as compared to the corresponding period in 2023, was due to a $6.3 million increase in operating costs for assets owned for the full period, primarily due to an increase in repairs and maintenance, partially offset by a $2.4 million decrease due to net transaction activity.

Real estate taxes

The decrease in real estate taxes for the nine months ended September 30, 2024 of $9.9 million, as compared to the corresponding period in 2023, was due to a $7.7 million decrease in real estate taxes for assets owned for the full period, primarily due to an increase in favorable adjustments related to prior year assessments and a decrease in current year assessments, in addition to a $2.2 million decrease due to net transaction activity, partially offset by a decrease in real estate tax refunds.

Depreciation and amortization

The increase in depreciation and amortization for the nine months ended September 30, 2024 of $5.3 million, as compared to the corresponding period in 2023, was due to a $6.7 million increase for assets owned for the full period, primarily due to an increase in capital expenditures, partially offset by a decrease in accelerated depreciation and amortization related to tenant move-outs and a $1.4 million decrease attributable to net transaction activity.

Impairment of real estate assets

During the nine months ended September 30, 2024, aggregate impairment of $11.1 million was recognized on one partial shopping center and one land parcel, as a result of disposition activity, and two operating properties. During the nine months ended September 30, 2023, aggregate impairment of $17.8 million was recognized on two shopping centers and two partial shopping centers, as a result of disposition activity, and one operating property. Impairments recognized were due to changes in anticipated hold periods primarily in connection with our capital recycling program.

General and administrative

The increase in general and administrative costs of $1.6 million for the nine months ended September 30, 2024, as compared to the corresponding period in 2023, was primarily due to an increase in net compensation costs, including one-time severance costs of $2.4 million associated with the realignment of the Company's regional operating structure, partially offset by a decrease in office rent expenses.

During the nine months ended September 30, 2024 and 2023, construction compensation costs of $14.4 million and $13.6 million, respectively, were capitalized to building and improvements and leasing legal costs of $2.5 million and $3.3 million, respectively, and leasing commission costs of $6.0 million and $5.9 million, respectively, were capitalized to deferred charges and prepaid expenses, net.

Other Income and Expenses (in thousands)


	Nine Months Ended September 30,
	2024		2023		$ Change
Other income (expense)
Dividends and interest	$	15,798	$	345	$	15,453
Interest expense	(160,553)		(143,529)		(17,024)
Gain on sale of real estate assets	53,974		59,037		(5,063)
Gain on extinguishment of debt, net	554		4,356		(3,802)
Other	(1,700)		(1,645)		(55)
Total other expense	$	(91,927)	$	(81,436)	$	(10,491)

Dividends and interest

The increase in dividends and interest for the nine months ended September 30, 2024 of $15.5 million, as compared to the corresponding period in 2023 was primarily due to an increase in interest income associated with higher cash and cash equivalent balances and a higher weighted average interest rate return.

Interest expense

The increase in interest expense for the nine months ended September 30, 2024 of $17.0 million, as compared to the corresponding period in 2023, was primarily due to higher overall debt obligations, in addition to a higher weighted average interest rate.

Gain on sale of real estate assets

During the nine months ended September 30, 2024, five shopping centers, three partial shopping centers, and one land parcel were disposed of resulting in aggregate gain of $52.1 million. In addition, during the nine months ended September 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $1.9 million. During the nine months ended September 30, 2023, seven shopping centers and six partial shopping centers were disposed of resulting in aggregate gain of $58.9 million. In addition, during the nine months ended September 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset and resolved contingencies related to a previously disposed asset, resulting in aggregate gain of $0.1 million.

Gain on extinguishment of debt, net

During the nine months ended September 30, 2024, we repurchased $67.7 million of the $700.0 million 2025 Notes then outstanding, resulting in a $0.6 million gain on extinguishment of debt. During the nine months ended September 30, 2023, we repurchased $199.6 million of the $500.0 million 3.65% Senior Notes due 2024 then outstanding, resulting in a $4.4 million gain on extinguishment of debt.

Other

Other expense remained generally consistent for the nine months ended September 30, 2024 as compared to the corresponding period in 2023.

Liquidity and Capital Resources

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

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 (defined hereafter);

•issuance of long-term debt;

•dispositions; and

•issuance of equity securities.

Uses

•debt repayments;

•maintenance capital expenditures;

•leasing capital expenditures;

•dividend/distribution payments;

•value-enhancing reinvestment capital expenditures;

•acquisitions; 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. We have investment grade credit ratings from all three major credit rating agencies. Our unsecured credit facility as amended and restated April 28, 2022 (the "Unsecured Credit Facility") is comprised of a $1.25 billion revolving loan

facility (the "Revolving Facility") and a $500.0 million term loan facility (the "Term Loan Facility"). As of September 30, 2024, we had $1.70 billion of available liquidity, including $1.25 billion available under our Revolving Facility and $452.4 million of cash, cash equivalents and restricted cash. We intend to continue to enhance our financial and operational flexibility through periodic extensions of the duration of our debt.

Material Cash Requirements

Our expected material cash requirements for the twelve months ended September 30, 2025 and thereafter are comprised of (i) contractually obligated expenditures; (ii) other essential expenditures; and (iii) opportunistic expenditures.

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, 2024 (dollars in millions):


Contractually Obligated Expenditures	Twelve Months Ended September 30, 2025		Thereafter
Debt maturities (1)	$	632.3	$	4,718.5
Interest payments (1)(2)	205.8		887.0
Operating leases	5.7		42.1
Total	$	843.8	$	5,647.6

(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, 2024. See Item 7A. “Quantitative and Qualitative Disclosures about Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2023 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 dividend activity for the third and fourth quarters of 2024:


	Third Quarter 2024		Fourth Quarter 2024
Dividend declared per common share	$	0.2725	$	0.2875
Dividend declaration date	July 24, 2024		October 23, 2024
Dividend record date	October 2, 2024		January 3, 2025
Dividend payable date	October 15, 2024		January 15, 2025

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 open-air shopping centers or non-owned anchor spaces, retail buildings, and/or outparcels at, or adjacent to, our existing shopping centers.

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

Brixmor Property Group Inc.


	Nine Months Ended September 30,
	2024		2023		$ Change
Net cash provided by operating activities	$	469,514	$	453,512	$	16,002
Net cash used in investing activities	(196,184)		(93,022)		(103,162)
Net cash provided by (used in) financing activities	160,213		(363,066)		523,279

Net change in cash, cash equivalents and restricted cash	433,543		(2,576)		436,119
Cash, cash equivalents and restricted cash at beginning of period	18,904		21,259		(2,355)
Cash, cash equivalents and restricted cash at end of period	$	452,447	$	18,683	$	433,764

Brixmor Operating Partnership LP


	Nine Months Ended September 30,
	2024		2023		$ Change
Net cash provided by operating activities	$	469,514	$	453,512	$	16,002
Net cash used in investing activities	(196,184)		(93,022)		(103,162)
Net cash provided by (used in) financing activities	159,553		(362,139)		521,692

Net change in cash, cash equivalents and restricted cash	432,883		(1,649)		434,532
Cash, cash equivalents and restricted cash at beginning of period	18,904		20,332		(1,428)
Cash, cash equivalents and restricted cash at end of period	$	451,787	$	18,683	$	433,104

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, 2024, our net cash provided by operating activities increased $16.0 million as compared to the corresponding period in 2023. The increase was primarily due to (i) an increase in same property net operating income; and (ii) an increase in cash inflows for dividends and interest income; partially offset by (iii) a decrease in cash from net working capital; (iv) an increase in cash outflows for interest expense; (v) a decrease in net operating income due to net transaction activity and other non-same property net operating income; (vi) a decrease in lease termination fees; and (vii) an increase in cash outflows for general and administrative 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, 2024, our net cash used in investing activities increased $103.2 million as compared to the corresponding period in 2023. The increase was primarily due to (i) an increase of $80.0 million in acquisitions of real estate assets; (ii) a decrease of $20.3 million in net proceeds from sales of real estate assets; (iii) an increase of $1.9 million in purchases of marketable securities, net of sales; and (iv) an increase of $1.0 million in improvements to and investments in real estate assets.

Improvements to and investments in real estate assets

During the nine months ended September 30, 2024 and 2023, we expended $255.4 million and $254.4 million, respectively, on improvements to and investments in real estate assets. Included in these amounts are insurance proceeds of $4.5 million and $0.5 million, respectively, which were received during the nine months ended September 30, 2024 and 2023.

Maintenance capital expenditures represent costs to fund major replacements and betterments to our properties. Leasing related capital expenditures represent tenant specific costs incurred to lease or renew space, including tenant improvements, tenant allowances, and external leasing commissions. In addition, we evaluate our Portfolio on an ongoing basis to identify value-enhancing reinvestment opportunities. Such initiatives are tenant driven and focus on upgrading our centers with strong, best-in-class retailers and enhancing the overall merchandise mix and tenant quality of our Portfolio. As of September 30, 2024, we had 43 in-process anchor space repositioning, redevelopment, and outparcel development projects with an aggregate anticipated cost of $506.8 million, of which $246.4 million had been incurred as of September 30, 2024. In addition, we have identified a pipeline of future redevelopment projects aggregating approximately $700 million of potential capital investment, 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, 2024, we acquired three shopping centers and one land parcel for an aggregate purchase price of $81.9 million, including transaction costs and closing credits. During the nine months ended September 30, 2023, we acquired one land parcel for an aggregate purchase price of $1.9 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, 2024, we disposed of five shopping centers, four partial shopping centers, and two land parcels for aggregate net proceeds of $140.0 million. In addition, during the nine months ended September 30, 2024, we received aggregate net proceeds of $1.9 million related to land at one shopping center previously seized through

eminent domain and resolved contingencies related to previously disposed assets. During the nine months ended September 30, 2023, we disposed of nine shopping centers and eight partial shopping centers for aggregate net proceeds of $161.9 million. In addition, during the nine months ended September 30, 2023, we received aggregate net proceeds of $0.3 million related to a non-operating asset.

Financing Activities

Net cash provided by (used in) financing activities is primarily impacted by the nature, timing, and magnitude of issuances and repurchases of debt and equity securities, as well as borrowings or principal payments associated with our outstanding indebtedness, including our Unsecured Credit Facility, and distributions made to our common stockholders.

During the nine months ended September 30, 2024, our net cash provided by (used in) financing activities increased $523.3 million as compared to the corresponding period in 2023. The increase was primarily due to (i) a $524.4 million increase in debt borrowings, net of repayments; and (ii) a $19.3 million increase in issuances of common stock; partially offset by (iii) an $11.7 million increase in distributions to our common stockholders; (iv) a $7.0 million increase in deferred financing costs; and (v) a $1.7 million increase in repurchases of common stock.

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

Nareit FFO (defined hereafter) is a supplemental, non-GAAP performance measure utilized to evaluate the operating and financial performance of real estate companies. Nareit defines funds from operations ("FFO") as net income (loss), 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 to Nareit FFO for the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net income	$	96,840	$	63,736	$	255,870	$	232,390
Depreciation and amortization related to real estate	93,495		95,160		273,386		269,714
Gain on sale of real estate assets	(37,018)		(6,712)		(53,974)		(59,037)
Impairment of real estate assets	5,863		—		11,143		17,836
Nareit FFO	$	159,180	$	152,184	$	486,425	$	460,903
Nareit FFO per diluted share	$	0.52	$	0.50	$	1.60	$	1.52
Weighted average diluted shares outstanding	303,608		302,511		303,377		302,447

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, 2024 to the Three and Nine Months Ended September 30, 2023


	Three Months Ended September 30,									Nine Months Ended September 30,
	2024			2023			Change			2024			2023			Change
Number of properties	352			352			—			350			350			—
Percent billed	91.9		%	90.2		%	1.7		%	91.9		%	90.1		%	1.8		%
Percent leased	95.6		%	94.1		%	1.5		%	95.6		%	94.1		%	1.5		%

Revenues
Rental income	$	302,726		$	290,894		$	11,832		$	901,770		$	869,539		$	32,231
Other revenues	693			196			497			1,547			1,111			436
	303,419			291,090			12,329			903,317			870,650			32,667
Operating expenses
Operating costs	(35,580)			(33,295)			(2,285)			(107,362)			(100,678)			(6,684)
Real estate taxes	(41,913)			(40,683)			(1,230)			(117,902)			(125,358)			7,456
	(77,493)			(73,978)			(3,515)			(225,264)			(226,036)			772
Same property NOI	$	225,926		$	217,112		$	8,814		$	678,053		$	644,614		$	33,439

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,
	2024		2023		2024		2023
Net income	$	96,840	$	63,736	$	255,870	$	232,390
Adjustments:
Non-same property NOI	(4,369)		(4,780)		(15,909)		(19,895)
Lease termination fees	(1,201)		(934)		(2,550)		(3,879)
Straight-line rental income, net	(8,133)		(5,088)		(23,669)		(16,510)
Accretion of below-market leases, net of amortization of above-market leases and tenant inducements	(1,701)		(2,178)		(5,235)		(6,414)
Straight-line ground rent expense, net	(8)		(8)		(19)		(25)
Depreciation and amortization	94,829		96,254		278,065		272,807
Impairment of real estate assets	5,863		—		11,143		17,836
General and administrative	30,250		29,182		88,430		86,868
Total other expense	13,556		40,928		91,927		81,436
Same property NOI	$	225,926	$	217,112	$	678,053	$	644,614

Inflation

We continue to monitor the impacts of inflation on our operating and financial performance. Although recent inflationary pressures have begun to abate, inflation may increase in the future. 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. 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 expense pressures. With respect to our outstanding indebtedness, we periodically evaluate our exposure to interest rate fluctuations, and have 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, 2023.

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, James M. Taylor (who currently serves as Chief Executive Officer), 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, 2024.

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, 2024 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, James M. Taylor (who currently serves as Chief Executive Officer) 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, 2024.

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, 2024 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 15 – 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, 2023, 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, 2023.

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

During the three months ended September 30, 2024, the Company did not repurchase any shares of its common stock. As of September 30, 2024, 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

On September 9, 2024, Brian T. Finnegan, the Company's President, Chief Operating Officer adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) promulgated under the Exchange Act. The plan covers sales of up to an aggregate of 30,000 shares of the Company's common stock at price and volume thresholds and during specified trading periods between January 2, 2025 and December 31, 2025, as set forth in the plan.

Except as discussed above, during the three months ended September 30, 2024, 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
3.1	Third Amended and Restated Bylaws of Brixmor Property Group Inc., dated as of July 24, 2024	8-K	001-36160	7/30/2024	3.1
10.1	Amended and Restated Employment Agreement, dated July 24, 2024, by and between Brixmor Property Group Inc. and Brian T. Finnegan	8-K	001-36160	7/30/2024	10.1
10.2	Employment Agreement, dated July 24, 2024, by and between Brixmor Property Group Inc., and Steven T. Gallagher	8-K	001-36160	7/30/2024	10.2
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


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Date of Filing	Exhibit Number	Filed Herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	—	x
101.LAB	XBRL Taxonomy Extension Label Linkbase Document	—	—	—	—	x
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	—	x
104	Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)					x

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.

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 28, 2024	By:	/s/ James M. Taylor
		James M. Taylor
		Chief Executive Officer
		(Principal Executive Officer)

Date: October 28, 2024	By:	/s/ Steven T. Gallagher
		Steven T. Gallagher
		Chief Financial Officer
		(Principal Financial Officer)

Date: October 28, 2024	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 28, 2024	By:	/s/ James M. Taylor
		James M. Taylor
		Chief Executive Officer
		(Principal Executive Officer)

Date: October 28, 2024	By:	/s/ Steven T. Gallagher
		Steven T. Gallagher
		Chief Financial Officer
		(Principal Financial Officer)

Date: October 28, 2024	By:	/s/ Kevin Brydzinski
		Kevin Brydzinski
		Chief Accounting Officer
		(Principal Accounting Officer)