NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 grocery-anchored community and neighborhood shopping centers. As of June 30, 2026, the Company’s portfolio was comprised of 346 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 operating and 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, 2025 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 9, 2026.
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.
Forward Equity Sales
Forward equity sale contracts under the Company’s at-the-market equity offering program (the "ATM Program") are evaluated under Accounting Standards Codification ("ASC") 815-40, Derivatives and Hedging - Contracts in Entity’s Own Equity. The Company has determined that the forward sale contracts meet the criteria for equity classification, and as such, these contracts are classified as equity instruments and are not recognized on the Company’s unaudited Condensed Consolidated Balance Sheets until settlement. The Company also accounts for the potential dilution from forward sale contracts in earnings per share calculations, using the treasury stock method to determine any dilutive impact prior to settlement.
Redeemable Non-controlling Interests
The Company accounts for Redeemable non-controlling interests in accordance with ASC 810, Consolidation, and ASC 480, Distinguishing Liabilities from Equity. Redeemable non-controlling interests represent redeemable
preferred units issued by the Operating Partnership in connection with a certain property acquisition. The redeemable preferred units have a stated liquidation preference, accrue cumulative distributions, and are redeemable or convertible at the holders’ option. Upon redemption, the Company may settle the obligation in cash or shares of the Company’s common stock equal to the redemption value. Holders may also elect to convert the units into a fixed number of OP Units or shares of the Company’s common stock; however, conversion election into shares of the Company’s common stock may be settled in cash at the Company’s election. As the units contain holder-controlled redemption features that are not solely within the Company’s control, the units are considered contingently redeemable and are classified outside of permanent equity. Accordingly, the units are presented as Redeemable non-controlling interests and Redeemable preferred units within the mezzanine section between Liabilities and Equity/Capital on each of the Company’s and the Operating Partnership’s unaudited Condensed Consolidated Balance Sheets, respectively. Amounts attributable to redeemable preferred units are presented within Net income attributable to non-controlling interests and Redeemable preferred return on each of the Company’s and the Operating Partnership’s unaudited Condensed Consolidated Statements of Operations, respectively.
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, as defined under the Code, 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.
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 June 30, 2026 and December 31, 2025. Open tax years generally range from 2022 through 2025 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
There has been no change to the impact of the accounting pronouncements disclosed in the Company's annual report on Form 10-K filed with the SEC on February 9, 2026 and 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 six months ended June 30, 2026, the Company acquired the following assets, in separate transactions (dollars in thousands, unless otherwise specified):
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| | | | | | | | Aggregate Purchase Price(1) |
| Description | | Location | | Month Acquired | | GLA | | Cash | | Debt Assumed | | Other | | Total |
Mayfair Shopping Center(2) | | Commack, NY | | May-26 | | 221,010 | | | $ | 8,414 | | | $ | 30,500 | | | $ | 30,499 | | | $ | 69,413 | |
| Vintage Marketplace | | Houston, TX | | May-26 | | 72,184 | | | 32,815 | | | — | | | — | | | 32,815 | |
| Jones Crossing | | College Station, TX | | Jun-26 | | 163,472 | | | 46,734 | | | — | | | — | | | 46,734 | |
| Stanford Station | | Panama City, FL | | Jun-26 | | 96,844 | | | 15,264 | | | — | | | — | | | 15,264 | |
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| | | | | | 553,510 | | | $ | 103,227 | | | $ | 30,500 | | | $ | 30,499 | | | $ | 164,226 | |
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(1)Aggregate purchase price includes $1.8 million of transaction costs, offset by $1.9 million of closing credits.
(2)Other consists of $30.5 million of redeemable preferred units issued by the Operating Partnership in connection with the acquisition. See Note 11 for additional information regarding the redeemable preferred units.
During the six months ended June 30, 2025, the Company acquired the following assets, in separate transactions (dollars in thousands, unless otherwise specified):
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| | | | | | | | Aggregate Purchase Price(1) |
| Description | | Location | | Month Acquired | | GLA | | Cash | | Debt Assumed | | Other | | Total |
| Land at Suffolk Plaza | | East Setauket, NY | | Jan-25 | | — | | | $ | 3,144 | | | $ | — | | | $ | — | | | $ | 3,144 | |
| Leases at Plaza at Buckland Hills | | Manchester, CT | | Jun-25 | | — | | | 4,330 | | | — | | | — | | | 4,330 | |
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| | | | | | — | | | $ | 7,474 | | | $ | — | | | $ | — | | | $ | 7,474 | |
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(1)Aggregate purchase price includes $0.1 million of transaction costs.
The aggregate purchase price of the assets acquired during the six months ended June 30, 2026 and 2025, respectively, has been allocated as follows (dollars in thousands):
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| Six Months Ended June 30, |
| Assets | 2026 | | 2025 |
| Land | $ | 28,475 | | | $ | 3,144 | |
| Buildings | 73,563 | | | 4,330 | |
| Building and tenant improvements | 19,602 | | | — | |
Above-market leases(1) | 19 | | | — | |
In-place leases(2) | 34,310 | | | — | |
Operating lease right-of-use assets, net(3) | 41,624 | | | — | |
| Total assets | $ | 197,593 | | | $ | 7,474 | |
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| Liabilities | | | |
Below-market leases(4) | 25,347 | | | — | |
Operating lease liabilities(3) | 8,020 | | | — | |
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| Total liabilities | 33,367 | | | — | |
| Net assets acquired | $ | 164,226 | | | $ | 7,474 | |
(1)The weighted average amortization period at the time of acquisition for above-market leases related to assets acquired during the six months ended June 30, 2026 was 4.2 years.
(2)The weighted average amortization period at the time of acquisition for in-place leases related to assets acquired during the six months ended June 30, 2026 was 7.9 years.
(3)The weighted average amortization period at the time of acquisition for operating lease right-of-use assets, net and operating lease liabilities related to assets acquired during the six months ended June 30, 2026 was 90.2 years.
(4)The weighted average amortization period at the time of acquisition for below-market leases related to assets acquired during the six months ended June 30, 2026 was 28.9 years.
3. Dispositions and Assets Held for Sale
During the three months ended June 30, 2026, the Company disposed of two shopping centers for aggregate net proceeds of $14.6 million, resulting in aggregate gain of $7.4 million. In addition, during the three months ended June 30, 2026, the Company received aggregate net proceeds of $2.6 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $2.4 million. During the six months ended June 30, 2026, the Company disposed of six shopping centers for aggregate net proceeds of $120.5 million, resulting in aggregate gain of $59.8 million. In addition, during the six months ended June 30, 2026, the Company received aggregate net proceeds of $2.3 million related to land at one shopping center previously seized through eminent domain and resolved contingencies related to previously disposed assets, resulting in aggregate gain of $2.1 million.
During the three months ended June 30, 2025, the Company disposed of one shopping center and two partial shopping centers for aggregate net proceeds of $22.1 million, resulting in aggregate gain of $15.8 million. During the six months ended June 30, 2025, the Company disposed of three shopping centers and four partial shopping centers for aggregate net proceeds of $43.7 million, resulting in aggregate gain of $18.8 million.
As of June 30, 2026, the Company had no properties held for sale. As of December 31, 2025, the Company had one property held for sale. There were no liabilities associated with the property classified as held for sale. The following table presents the assets associated with the property classified as held for sale (in thousands):
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| Assets | June 30, 2026 | | December 31, 2025 |
| Land | $ | — | | | $ | 233 | |
| Buildings and improvements | — | | | 5,579 | |
| Accumulated depreciation and amortization | — | | | (1,407) | |
| Real estate, net | — | | | 4,405 | |
| Other assets | — | | | 146 | |
| Assets associated with real estate assets held for sale | $ | — | | | $ | 4,551 | |
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There were no discontinued operations for the three and six months ended June 30, 2026 and 2025 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 (in thousands, unless otherwise specified):
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| June 30, 2026 | | December 31, 2025 |
| Land | $ | 1,864,583 | | | $ | 1,849,779 | |
| Buildings and improvements: | | | |
| Buildings and tenant improvements | 9,495,751 | | | 9,388,978 | |
Lease intangibles(1) | 559,484 | | | 548,740 | |
| 11,919,818 | | | 11,787,497 | |
Accumulated depreciation and amortization(2) | (3,708,299) | | | (3,588,646) | |
| Total | $ | 8,211,519 | | | $ | 8,198,851 | |
(1)As of June 30, 2026 and December 31, 2025, Lease intangibles consisted of $520.5 million and $508.2 million, respectively, of in-place leases and $39.0 million and $40.6 million, respectively, of above-market leases. These intangible assets are amortized over the term of each related lease.
(2)As of June 30, 2026 and December 31, 2025, Accumulated depreciation and amortization included $430.0 million and $426.6 million, respectively, of accumulated amortization related to Lease intangibles.
In addition, as of June 30, 2026 and December 31, 2025, the Company had intangible liabilities relating to below-market leases of $404.8 million and $389.1 million, respectively, and accumulated accretion of $244.2 million and $244.3 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 June 30, 2026 and 2025 was $4.3 million and $4.7 million, respectively. Below-market lease accretion income, net of above-market lease amortization for the six months ended June 30, 2026 and 2025 was $9.0 million and $8.0 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 June 30, 2026 and 2025 was $9.0 million and $7.4 million, respectively. Amortization expense associated with in-place lease value for the six months ended June 30, 2026 and 2025 was $18.6 million and $14.3 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 (in thousands):
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| Year ending December 31, | | Below-market lease accretion (income), net of above-market lease amortization expense | | In-place lease amortization expense |
| 2026 (remaining six months) | | $ | (7,170) | | | $ | 17,743 | |
| 2027 | | (12,959) | | | 28,191 | |
| 2028 | | (11,842) | | | 20,712 | |
| 2029 | | (10,691) | | | 14,453 | |
| 2030 | | (10,023) | | | 9,229 | |
| 2031 | | (9,594) | | | 8,053 | |
5. Impairments
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. If management determines that the carrying value of a real estate asset is impaired, an impairment charge is recognized to reflect the estimated fair value.
The Company recognized the following impairment during the three and six months ended June 30, 2026 (dollars in thousands):
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Three and Six Months Ended June 30, 2026 |
Property Name(1) | | Location | | GLA | | Impairment Charge |
| High Point Centre | | Lombard, IL | | 240,345 | | | $ | 5,974 | |
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| | | | 240,345 | | | $ | 5,974 | |
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(1)The Company recognized an impairment charge based upon changes in the anticipated hold period of this property and/or offers from third-party buyers in connection with the Company’s capital recycling program.
The Company did not recognize any impairments during the three and six months ended June 30, 2025.
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, if any. See Note 8 for additional information regarding the fair value of operating properties that have been impaired, if any.
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, generally based on the Secured Overnight Financing Rate ("SOFR"), from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchanging the underlying notional amount. Interest rate lock agreements designated as cash flow hedges generally involve the Company locking a fixed benchmark U.S. treasury rate with a counterparty for a specified future period to hedge variability in future cash flows attributable to changes in interest rates. Interest rate lock agreements are settled in cash on the specified settlement date without the exchange of the underlying notional amount. The Company utilizes interest rate swap and interest rate lock agreements to partially hedge the cash flows associated with variable-rate debt or future cash flows associated with forecasted fixed-rate debt issuances. The Company has elected to present its interest rate derivatives on its unaudited Consolidated Balance Sheets on a gross basis as interest rate derivative assets and interest rate derivative liabilities. The gross derivative assets are included in Other assets and the gross derivative liabilities are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.
In February 2026, the Company entered into two interest rate lock agreements with an aggregate notional amount of $200.0 million to hedge against changes in future cash flows resulting from changes in interest rates from the trade date through the forecasted issuance date of $200.0 million of fixed-rate debt. In May 2026, the Company terminated the two interest rate lock agreements in connection with the issuance of the 2036 Notes (defined hereafter), for aggregate net proceeds of $6.2 million. The net proceeds are included in Accumulated other comprehensive income on the Company's unaudited Condensed Consolidated Balance Sheets and will be amortized over the term of interest payments hedged by the interest rate lock agreements, as a reduction to Interest expense on the Company's unaudited Condensed Consolidated Statements of Operations. During the year ended December 31, 2025, the Company did not enter into or terminate any interest rate swap or interest rate lock agreements.
Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of June 30, 2026 is as follows (dollars in thousands):
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| | | | | | | | | | Fair Value |
| Effective Date | | Maturity Date | | Swapped Variable Rate | | Fixed Rate | | Notional Amount | | Assets | | Liabilities |
| 5/1/2023 | | 7/26/2027 | | 1 Month SOFR | | 3.58900 | % | | $ | 100,000 | | | $ | 376 | | | $ | — | |
| 5/1/2023 | | 7/26/2027 | | 1 Month SOFR | | 3.59500 | % | | 75,000 | | | 277 | | | — | |
| 5/1/2023 | | 7/26/2027 | | 1 Month SOFR | | 3.59300 | % | | 25,000 | | | 93 | | | — | |
| 7/26/2024 | | 7/26/2027 | | 1 Month SOFR | | 4.07670 | % | | 100,000 | | | — | | | (139) | |
| 7/26/2024 | | 7/26/2027 | | 1 Month SOFR | | 4.07700 | % | | 100,000 | | | — | | | (139) | |
| 7/26/2024 | | 7/26/2027 | | 1 Month SOFR | | 4.07670 | % | | 50,000 | | | — | | | (70) | |
| 7/26/2024 | | 7/26/2027 | | 1 Month SOFR | | 4.07700 | % | | 50,000 | | | — | | | (70) | |
| | | | | | | | $ | 500,000 | | | $ | 746 | | | $ | (418) | |
Detail on the terms and fair value of the Company’s interest rate derivatives designated as cash flow hedges outstanding as of December 31, 2025 is as follows (dollars in thousands):
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| | | | | | | | | | Fair Value |
| Effective Date | | Maturity Date | | Swapped Variable Rate | | Fixed Rate | | Notional Amount | | Assets | | Liabilities |
| 5/1/2023 | | 7/26/2027 | | 1 Month SOFR | | 3.5890 | % | | $ | 100,000 | | | $ | — | | | $ | (460) | |
| 5/1/2023 | | 7/26/2027 | | 1 Month SOFR | | 3.5950 | % | | 75,000 | | | — | | | (352) | |
| 5/1/2023 | | 7/26/2027 | | 1 Month SOFR | | 3.5930 | % | | 25,000 | | | — | | | (117) | |
| 7/26/2024 | | 7/26/2027 | | 1 Month SOFR | | 4.0767 | % | | 100,000 | | | — | | | (1,208) | |
| 7/26/2024 | | 7/26/2027 | | 1 Month SOFR | | 4.0770 | % | | 100,000 | | | — | | | (1,208) | |
| 7/26/2024 | | 7/26/2027 | | 1 Month SOFR | | 4.0767 | % | | 50,000 | | | — | | | (604) | |
| 7/26/2024 | | 7/26/2027 | | 1 Month SOFR | | 4.0770 | % | | 50,000 | | | — | | | (604) | |
| | | | | | | | $ | 500,000 | | | $ | — | | | $ | (4,553) | |
All of the Company's outstanding interest rate swap and interest rate lock agreements for the periods presented were designated as cash flow hedges of interest rate risk. The fair value of the Company’s interest rate derivatives is
determined using market standard valuation techniques, including discounted cash flow analyses, on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivative, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatility. These inputs are classified as Level 2 of the fair value hierarchy. The effective portion of changes in the fair value of derivatives designated as cash flow hedges is recognized in Other comprehensive income on the Company's unaudited Condensed Consolidated Statements of Comprehensive Income and is reclassified into earnings as interest expense in the period that the hedged transaction affects earnings.
The effective portion of the Company’s interest rate derivatives that was recognized on the Company’s unaudited Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands):
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Derivatives in Cash Flow Hedging Relationships
(Interest Rate Derivatives) | | Three Months Ended June 30, | | Six Months Ended June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Change in unrealized gain (loss) on interest rate swaps | | $ | 2,813 | | | $ | (1,273) | | | $ | 10,540 | | | $ | (4,839) | |
| Amortization (Accretion) of interest rate swaps to interest expense | | 22 | | | (740) | | | 91 | | | (1,476) | |
| Change in unrealized gain (loss) on interest rate swaps, net | | $ | 2,835 | | | $ | (2,013) | | | $ | 10,631 | | | $ | (6,315) | |
The Company estimates that $1.6 million will be reclassified from Accumulated other comprehensive income as a decrease to Interest expense over the next twelve months. No gain or loss was recognized related to hedge ineffectiveness or to amounts excluded from effectiveness testing on the Company’s cash flow hedges during the three and six months ended June 30, 2026 and 2025.
Non-Designated (Mark-to-Market) Hedges of Interest Rate Risk
The Company does not use derivatives for trading or speculative purposes. As of June 30, 2026 and December 31, 2025, the Company did not have any non-designated hedges.
Credit-risk-related Contingent Features
The Company has agreements with its derivative counterparties that contain provisions whereby if the Company defaults on certain of its indebtedness and the indebtedness has been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. If the Company was to be declared in default on its derivative contracts, it would be required to settle its obligations under such agreements at their termination value, including accrued interest.
7. Debt Obligations
As of June 30, 2026 and December 31, 2025, the Company had the following indebtedness outstanding (dollars in thousands):
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| Carrying Value as of | | | | | |
| June 30,
2026 | | December 31,
2025 | | Stated Interest Rate(1) | | Scheduled
Maturity
Date | |
| Secured mortgage | | | | | | | | |
| Fixed rate secured mortgage | $ | 30,500 | | | $ | — | | | 5.50% | | 2031 | |
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| Total secured mortgage, net | $ | 30,500 | | | $ | — | | | | | | |
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Notes payable | | | | | | | | |
Unsecured notes(2) | $ | 4,818,453 | | | $ | 5,018,453 | | | 2.25% – 7.97% | | 2026 – 2036 | |
| Net unamortized premium | 7,452 | | | 10,277 | | | | | | |
| Net unamortized debt issuance costs | (25,220) | | | (23,797) | | | | | | |
Total notes payable, net | $ | 4,800,685 | | | $ | 5,004,933 | | | | | | |
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Unsecured Credit Facility | | | | | | | | |
Revolving Facility | $ | — | | | $ | — | | | 4.46% | | 2029 | |
Term Loan Facility(3)(4) | 500,000 | | | 500,000 | | | 4.47% | | 2030 | |
Net unamortized debt issuance costs | (8,762) | | | (10,180) | | | | | | |
Total Unsecured Credit Facility and term loans | $ | 491,238 | | | $ | 489,820 | | | | | | |
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Total debt obligations, net | $ | 5,322,423 | | | $ | 5,494,753 | | | | | | |
(1)Stated interest rates as of June 30, 2026 do not include the impact of the Company’s interest rate swap agreements (described below).
(2)As of June 30, 2026, the weighted average stated interest rate on the Company’s unsecured notes was 4.30%.
(3)Effective July 26, 2024, the Company has four interest rate swap agreements in place that convert the variable interest rate on $300.0 million outstanding under the Term Loan Facility (defined hereafter) to a fixed, combined interest rate of 4.08% (plus a spread, currently 85 basis points) through July 26, 2027.
(4)Effective May 1, 2023, the Company has three interest rate swap agreements in place that convert the variable interest rate on $200.0 million outstanding under the Term Loan Facility to a fixed, combined interest rate of 3.59% (plus a spread, currently 85 basis points) through July 26, 2027.
2026 Debt Transactions
During the six months ended June 30, 2026, the Operating Partnership repaid $600.0 million principal amount of 4.125% Senior Notes due 2026 (the "2026 Notes"), representing all of the outstanding 2026 Notes. The Operating Partnership funded the 2026 Notes repayment with available cash, proceeds from the 2036 Notes (defined hereafter), and dispositions.
On May 5, 2026, the Operating Partnership issued $400.0 million aggregate principal amount of Senior Notes due 2036 (the "2036 Notes") at 99.628% of par. The Operating Partnership used the net proceeds for the repayment of indebtedness. The 2036 Notes bear interest at a rate of 5.375% per annum, payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2026. The 2036 Notes will mature on June 15, 2036.
On May 27, 2026, the Operating Partnership assumed secured mortgage debt with a principal amount and fair value of $30.5 million, in connection with the acquisition of one shopping center. The secured mortgage debt bears interest at a rate of 5.500% per annum, payable monthly in arrears on the first of the following month. The secured mortgage debt will mature on June 1, 2031. As of June 30, 2026, no other properties were encumbered by secured indebtedness. See Note 2 for additional information regarding the acquisition.
2025 Debt Transactions
During the year ended December 31, 2025, the Operating Partnership repaid $632.3 million principal amount of the 3.850% Senior Notes due 2025 (the "2025 Notes"), representing all of the outstanding 2025 Notes. The Operating Partnership funded the 2025 Notes repayments with available cash, proceeds from the Revolving Facility (defined hereafter), and dispositions.
On March 4, 2025, the Operating Partnership issued $400.0 million aggregate principal amount of Senior Notes due 2032 (the "2032 Notes") at 99.831% of par. The Operating Partnership used the net proceeds for general corporate purposes, including the repayment of indebtedness. The 2032 Notes bear interest at a rate of 5.200% per annum, payable semi-annually on April 1 and October 1 of each year, commencing October 1, 2025. The 2032 Notes will mature on April 1, 2032.
On April 24, 2025, the Operating Partnership amended and restated its Unsecured Credit Facility. The amended and restated agreements provide for (i) revolving loan commitments of $1.25 billion (the "Revolving Facility") scheduled to mature on April 30, 2029 (extending the applicable scheduled maturity date from June 30, 2026) and (ii) a continuation of the existing $500.0 million term loan (the "Term Loan Facility") scheduled to mature on April 30, 2030 (extending the applicable scheduled maturity date from July 26, 2027). The Revolving Facility includes two six-month maturity extension options, the exercise of which is subject to customary conditions and the payment of a fee on the extended commitments. The current interest rate applicable to the Revolving Facility was effectively lowered (for the margins based on the Operating Partnership’s current credit ratings) to SOFR plus 77.5 basis points from SOFR plus 95 basis points and the current interest rate applicable to the Term Loan Facility was effectively lowered (for the margins based on the Operating Partnership’s current credit ratings), to SOFR plus 85 basis points from SOFR plus 105 basis points, in each case, based on the elimination of a 10 basis point SOFR credit spread adjustment and the ability of the Company to obtain more favorable pricing in certain circumstances when the Company’s leverage ratio meets defined targets. The total capacity under the Unsecured Credit Facility as amended and restated on April 24, 2025 is $1.75 billion.
On September 9, 2025, the Operating Partnership issued $400.0 million aggregate principal amount of Senior Notes due 2033 (the "2033 Notes") at 99.849% of par. The Operating Partnership used the net proceeds for general corporate purposes, including the repayment of indebtedness. The 2033 Notes bear interest at a rate of 4.850% per annum, payable semi-annually on February 15 and August 15 of each year, commencing February 15, 2026. The 2033 Notes will mature on February 15, 2033.
Debt Maturities
As of June 30, 2026 and December 31, 2025, the Company had accrued interest of $67.2 million and $63.6 million outstanding, respectively. As of June 30, 2026, scheduled maturities of the Company’s outstanding debt obligations were as follows (in thousands):
| | | | | | | | |
| Year ending December 31, | | |
| 2026 (remaining six months) | | $ | 7,542 | |
| 2027 | | 400,000 | |
| 2028 | | 357,708 | |
| 2029 | | 753,203 | |
| 2030 | | 1,300,000 | |
| 2031 | | 530,500 | |
| Thereafter | | 2,000,000 | |
| Total debt maturities | | 5,348,953 | |
| Net unamortized premium | | 7,452 | |
| Net unamortized debt issuance costs | | (33,982) | |
| Total debt obligations, net | | $ | 5,322,423 | |
As of the date the financial statements were issued, the Company's scheduled debt maturities for the next 12 months were comprised of the $7.5 million outstanding principal balance of Senior Notes due 2026 and $400.0 million outstanding principal balance of Senior Notes due 2027. The Company currently believes it has sufficient cash and cash equivalents and liquidity to satisfy these scheduled debt maturities.
Debt Covenants
Pursuant to the terms of the Company’s unsecured debt agreements, the Company, among other things, is subject to the maintenance of various financial covenants. The Company was in compliance with these covenants as of June 30, 2026.
8. Fair Value Disclosures
All financial instruments of the Company are reflected in the accompanying unaudited Condensed Consolidated Balance Sheets at amounts which, in management’s judgment, reasonably approximate their fair values, except those instruments listed below (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2026 | | December 31, 2025 |
| Carrying
Amounts | | Fair
Value | | Carrying
Amounts | | Fair
Value |
|
| Secured mortgage | $ | 30,500 | | | $ | 30,296 | | | $ | — | | | $ | — | |
| Notes payable | 4,800,685 | | | 4,730,929 | | | 5,004,933 | | | 4,986,781 | |
| Unsecured Credit Facility | 491,238 | | | 500,000 | | | 489,820 | | | 500,000 | |
| Total debt obligations, net | $ | 5,322,423 | | | $ | 5,261,225 | | | $ | 5,494,753 | | | $ | 5,486,781 | |
As a basis for considering market participant assumptions in fair value measurements, a fair value hierarchy is included in GAAP that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs that are classified within Level 3 of the hierarchy).
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Based on the above criteria, the Company has determined that the valuations of its debt obligations are classified within Level 3 of the fair value hierarchy. Such fair value estimates are not necessarily indicative of the amounts that would be realized upon disposition.
Recurring Fair Value
The Company’s marketable securities and interest rate derivatives are measured and recognized at fair value on a recurring basis. The valuations of the Company’s marketable securities are based primarily on publicly traded market values in active markets and are classified within Levels 1 and 2 of the fair value hierarchy. See Note 6 for fair value information regarding the Company’s interest rate derivatives.
The following table presents the placement in the fair value hierarchy of assets that are measured and recognized at fair value on a recurring basis (in thousands, unless otherwise specified):
| | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements as of June 30, 2026 |
| Balance | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) |
| Assets: | | | | | | | |
Marketable securities(1) | $ | 23,504 | | | $ | 9,540 | | | $ | 13,964 | | | $ | — | |
| Interest rate derivatives | $ | 746 | | | $ | — | | | $ | 746 | | | $ | — | |
| | | | | | | |
| Liabilities: | | | | | | | |
| Interest rate derivatives | $ | (418) | | | $ | — | | | $ | (418) | | | $ | — | |
| | | | | | | |
| Fair Value Measurements as of December 31, 2025 |
| Balance | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) |
| Assets: | | | | | | | |
Marketable securities(1) | $ | 21,283 | | | $ | 1,836 | | | $ | 19,447 | | | $ | — | |
| | | | | | | |
| | | | | | | |
| Liabilities: | | | | | | | |
| Interest rate derivatives | $ | (4,553) | | | $ | — | | | $ | (4,553) | | | $ | — | |
(1)As of June 30, 2026 and December 31, 2025, marketable securities included less than $(0.1) million and $0.2 million of net unrealized (losses) gains, respectively. As of June 30, 2026, the contractual maturities of the Company’s marketable securities were within the next five years.
Non-Recurring Fair Value
Management periodically assesses whether there are any indicators, including property operating performance, changes in anticipated hold period, and general market conditions, that the carrying value of the Company’s real estate assets (including any related intangible assets or liabilities) may be impaired. Fair value is determined by offers from third party buyers, market comparable data, third party appraisals, or discounted cash flow analyses. The cash flows utilized in such analyses are comprised of unobservable inputs that include forecasted rental revenue and expenses based upon market conditions and future expectations. The capitalization rates and discount rates utilized in such analyses are based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the respective properties. Based on these inputs, the Company has determined that the valuations of these properties are classified within Level 3 of the fair value hierarchy.
The following table presents the placement in the fair value hierarchy of assets and liabilities that are measured and recognized at fair value on a non-recurring basis. The table includes information related to properties that were remeasured to fair value as a result of impairment testing during the six months ended June 30, 2026 and year ended December 31, 2025, excluding the properties sold prior to June 30, 2026 and December 31, 2025, respectively (dollars in thousands, unless otherwise specified):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Fair Value Measurements as of June 30, 2026 | | |
| 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) | $ | 23,945 | | | $ | — | | | $ | — | | | $ | 23,945 | | | $ | 5,974 | |
| | | | | | | | | |
| Fair Value Measurements as of December 31, 2025 | | |
| Balance | | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant Other Observable Inputs
(Level 2) | | Significant Unobservable Inputs
(Level 3) | | Impairment of Real Estate Assets |
| Assets: | | | | | | | | | |
Properties(3)(4) | $ | 358 | | | $ | — | | | $ | — | | | $ | 358 | | | $ | 1,679 | |
(1)Excludes properties disposed of prior to June 30, 2026.
(2)The carrying value of High Point Centre, which was remeasured to fair value based upon offers from third-party buyers during the six months ended June 30, 2026, is $23.9 million.
(3)Excludes properties disposed of prior to December 31, 2025.
(4)The carrying value of The Shoppes at North Olmsted, which was remeasured to fair value based on a discounted cash flow analysis during the year ended December 31, 2025, was $0.4 million. The discount rate of 8.0% which was utilized in the discounted cash flow analysis was based upon unobservable rates that the Company believes to be within a reasonable range of current market rates for the property.
9. Revenue Recognition
The Company engages in the ownership, management, leasing, acquisition, disposition, and redevelopment of retail shopping centers. Revenue is primarily generated through lease agreements and classified as Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations. These agreements include retail shopping center unit leases; ground leases; ancillary leases or agreements, such as agreements with tenants for cellular towers and short-term or seasonal retail (e.g., Halloween or Christmas-related retail); and reciprocal easement agreements. The agreements range in term from less than one year to 25 or more years, with certain agreements containing renewal options. These renewal options range from as little as one month to five or more years. The Company’s retail shopping center leases generally require tenants to pay a portion of property operating expenses such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the Company’s properties.
Additionally, certain leases may require variable lease payments associated with percentage rents, which are calculated based on underlying tenant sales. The Company recognized $2.9 million and $2.8 million of income based on percentage rents for the three months ended June 30, 2026 and 2025, respectively. The Company recognized $7.9 million and $6.8 million of income based on percentage rents for the six months ended June 30, 2026 and 2025, respectively. These amounts are included in Rental income on the Company’s unaudited Condensed Consolidated Statements of Operations.
10. Leases
The Company periodically enters into agreements in which it is the lessee, including ground leases for shopping centers that it operates and office leases for administrative space. The agreements range in term from less than one year to 50 or more years, with certain agreements containing renewal options for up to an additional 100 years. Upon lease execution, the Company recognizes an operating lease right-of-use ("ROU") asset and an operating lease liability based on the present value of the minimum lease payments over the non-cancelable lease term. As of June 30, 2026, the Company does not include any prospective renewal or termination options in its ROU assets or lease liabilities, as the exercise of such options is not reasonably certain. Certain agreements require the Company to pay a portion of property operating expenses, such as common area expenses, utilities, insurance, and real estate taxes, and certain capital expenditures related to the maintenance of the properties. These payments are not included in the calculation of the ROU asset or lease liability and are presented as variable lease costs. The following tables present additional information pertaining to the Company’s operating leases (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| Supplemental Statements of Operations Information | | 2026 | | 2025 | | 2026 | | 2025 |
| Operating lease costs | | $ | 1,730 | | | $ | 1,715 | | | $ | 3,446 | | | $ | 3,402 | |
| | | | | | | | |
| Variable lease costs | | 29 | | | 62 | | | 103 | | | 138 | |
| Total lease costs | | $ | 1,759 | | | $ | 1,777 | | | $ | 3,549 | | | $ | 3,540 | |
| | | | | | | | |
| | Six Months Ended June 30, | | | | |
| Supplemental Statements of Cash Flows Information | | 2026 | | 2025 | | | | |
| Operating cash outflows from operating leases | | $ | 3,138 | | | $ | 3,146 | | | | | |
| ROU assets obtained in exchange for operating lease liabilities | | 43,865 | | | 8,688 | | | | | |
| | | | | | | | |
| | | | | | | | |
| Operating Lease Liabilities | | As of
June 30, 2026 | | | | | | |
| Future minimum operating lease payments: | | | | | | | | |
| 2026 (remaining six months) | | $ | 3,208 | | | | | | | |
| 2027 | | 6,076 | | | | | | | |
| 2028 | | 6,021 | | | | | | | |
| 2029 | | 5,985 | | | | | | | |
| 2030 | | 5,471 | | | | | | | |
| 2031 | | 4,560 | | | | | | | |
| Thereafter | | 170,690 | | | | | | | |
| Total future minimum operating lease payments | | 202,011 | | | | | | | |
| Less: imputed interest | | (146,146) | | | | | | | |
| | | | | | | | |
| Operating lease liabilities | | $ | 55,865 | | | | | | | |
| | | | | | | | |
| Supplemental Balance Sheets Information | | As of
June 30, 2026 | | As of
December 31, 2025 | | | | |
Operating lease liabilities(1)(2) | | $ | 55,865 | | | $ | 47,351 | | | | | |
ROU assets(1)(3) | | 85,803 | | | 44,114 | | | | | |
(1)As of June 30, 2026 and December 31, 2025, the weighted average remaining lease term was 34.8 years and 26.1 years, respectively, and the weighted average discount rate was 6.74% and 6.35%, respectively.
(2)These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.
(3)These amounts are included in Other assets on the Company’s unaudited Condensed Consolidated Balance Sheets.
As of June 30, 2026, there were no material leases that have been executed but not yet commenced.
11. Equity and Capital
ATM Program
In October 2025, the Company renewed the ATM Program through which the Company may sell, from time to time, up to an aggregate of $400.0 million of its common stock through sales agents. The ATM Program also provides for the sale of common stock through forward sale contracts. The ATM Program is scheduled to expire on October 28, 2028, unless earlier terminated or extended by the Company, sales agents, forward sellers, and forward purchasers.
During the six months ended June 30, 2026, the Company entered into forward sale contracts under the ATM Program through which it is expected to issue 3.9 million shares of its common stock at a weighted-average offering price of $29.85, before commissions and fees. The forward contracts must be settled by March 15, 2027 and the Company has the ability to elect cash or net share settlement rather than physical settlement, which, if elected, could result in cash outflows rather than share issuances. The Company currently intends to physically settle these agreements. As of June 30, 2026, no shares under the forward sale contracts have settled. Anticipated proceeds from the issuance of shares under physical settlement of the forward sale contracts are approximately $116.0 million, before commissions and fees, and are expected to be used for general corporate purposes. During the six months ended June 30, 2025, the Company did not issue any shares of common stock under ATM Program. As of June 30, 2026, $284.0 million of common stock remained available for issuance under the ATM Program, including the impact of forward sales contracts.
Share Repurchase Program
In October 2025, the Company renewed its share repurchase program (the "Repurchase Program") for up to $400.0 million of its common stock. The Repurchase Program is scheduled to expire on October 28, 2028, unless suspended or extended by the Company's board of directors. During the six months ended June 30, 2026 and 2025, the Company did not repurchase any shares of common stock pursuant to the Repurchase Program. As of June 30, 2026, the Repurchase Program had $400.0 million of available repurchase capacity.
Common Stock
In connection with the vesting of restricted stock units ("RSUs") under the Company’s equity-based compensation plan, the Company withholds shares to satisfy tax withholding obligations. During the six months ended June 30, 2026 and 2025, the Company withheld 0.6 million and 0.4 million shares of its common stock, respectively.
Dividends and Distributions
During the three months ended June 30, 2026 and 2025, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.3075 per share/unit and $0.2875 per share/unit, respectively. During the six months ended June 30, 2026 and 2025, the Company's board of directors declared common stock dividends and OP Unit distributions of $0.6150 per share/unit and $0.5750 per share/unit, respectively. As of June 30, 2026 and December 31, 2025, the Company had declared but unpaid common stock dividends and OP Unit distributions of $96.1 million and $98.0 million, respectively. These amounts are included in Accounts payable, accrued expenses and other liabilities on the Company’s unaudited Condensed Consolidated Balance Sheets.
Non-controlling Interests
During the year ended December 31, 2024, the Company completed the acquisition of 100% of the common equity in entities owning North Ridge Shopping Center and The Plaza at Buckland Hills. As of June 30, 2026 and December 31, 2025, the acquired entities have $0.2 million of issued and outstanding preferred equity, which the Company did not acquire, which is reflected in Non-controlling interests on the Company’s unaudited Condensed Consolidated Balance Sheets.
Redeemable Non-controlling Interests/Redeemable Preferred Units
During the six months ended June 30, 2026, the Operating Partnership issued $30.5 million of redeemable preferred units (the "Series A Preferred Units"), in connection with the acquisition of one shopping center. The Series A Preferred Units contain redemption features not solely within the Company’s control and are classified as Redeemable non-controlling interests and as Redeemable preferred units in each of the Company’s and the Operating Partnership’s unaudited Condensed Consolidated Balance Sheets, respectively. Amounts attributable to redeemable preferred units are presented within Net income attributable to non-controlling interests and Redeemable preferred return on each of the Company's and the Operating Partnership's unaudited Condensed Consolidated Statements of Operations, respectively.
The Series A Preferred Units rank senior to the OP Units with respect to distributions and liquidation rights and have a liquidation preference of $25.00 per unit. Distributions on the Series A Preferred Units equal an amount per unit of 5.00% of the $25.00 liquidation preference and are cumulative. Holders of the Series A Preferred Units may require the Operating Partnership to redeem all or a portion of the units at any time. Upon a redemption request, the Company may settle in shares of the Company’s common stock or cash equal to the liquidation preference plus accumulated and unpaid distributions. Holders may also convert or exchange the Series A Preferred Units into a fixed number of OP Units or shares of the Company’s common stock at a fixed conversion price. As of June 30, 2026, 1,219,947 Series A Preferred Units remained outstanding.
The following table presents changes in Redeemable non-controlling interests/Redeemable preferred units for the six months ended June 30, 2026 and year ended December 31, 2025 (in thousands):
| | | | | | | | | | | | | | |
| | Six Months Ended June 30, 2026 | | Year Ended December 31, 2025 |
| Balance at beginning of period | | $ | — | | | $ | — | |
Acquisition of real estate assets(1) | | 30,499 | | | — | |
Redeemable preferred units issuance costs(1) | | (330) | | | — | |
| Redeemable preferred return | | 144 | | | — | |
| Accretion of redeemable preferred units to redemption value | | 330 | | | — | |
| | | | |
| Balance at end of period | | $ | 30,643 | | | $ | — | |
(1)Relates to the issuance of Series A Preferred Units during the six months ended June 30, 2026, as described above.
12. Stock Based Compensation
In February 2022, the Company's board of directors approved the 2022 Omnibus Incentive Plan (the "Plan") and in April 2022, the Company's stockholders approved the Plan. The Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock, RSUs, OP Units, performance awards, and other stock-based awards.
During the six months ended June 30, 2026 and the year ended December 31, 2025, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches are also subject to performance-based or market-based criteria, which contain a threshold, target, above target, and maximum number of units that can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period. Tranches that only have a service-based component can only earn a target number of units. The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.5 million and 0.6 million for the six months ended June 30, 2026 and the year ended December 31, 2025, respectively, with vesting periods ranging from one to five years. For the service-based and performance-based 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 | | Six Months Ended June 30, 2026 | | Year Ended
December 31, 2025 |
| Volatility | | 22.0% - 24.0% | | 20.0% - 26.0% |
| Weighted average risk-free interest rate | | 3.47% - 3.73% | | 4.24% - 4.24% |
| Weighted average common stock dividend yield | | 4.3% - 4.5% | | 4.3% - 4.5% |
During the three months ended June 30, 2026 and 2025, the Company recognized $3.9 million and $5.1 million of equity compensation expense, respectively, of which $0.3 million and $0.3 million was capitalized, respectively. During the six months ended June 30, 2026 and 2025, the Company recognized $6.5 million and $9.8 million of equity compensation expense, respectively, of which $0.6 million and $0.9 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 June 30, 2026, the Company had $19.8 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.3 years.
13. Earnings per Share/Unit
Basic earnings per share/unit ("EPS") is calculated by dividing net income attributable to the Company’s common stockholders/Operating Partnership's common unitholders, including the impact of any participating securities, by the weighted average number of shares/units outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock/units were exercised or converted into shares of common stock/common units.
The following table provides a reconciliation of the numerator and denominator of the EPS calculations for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Computation of Basic Earnings Per Share: | | | | | | | |
| Net income | $ | 73,662 | | | $ | 85,146 | | | $ | 201,419 | | | $ | 154,883 | |
| Net income attributable to non-controlling interests | (151) | | | (7) | | | (158) | | | (15) | |
Non-forfeitable dividends on unvested restricted shares(1) | (172) | | | (186) | | | (343) | | | (346) | |
| | | | | | | |
| Accretion of redeemable non-controlling interests to redemption value | (330) | | | — | | | (330) | | | — | |
| Net income attributable to the Company’s common stockholders for basic earnings per share | $ | 73,009 | | | $ | 84,953 | | | $ | 200,588 | | | $ | 154,522 | |
| | | | | | | |
Weighted average number shares outstanding – basic(2) | 307,183 | | | 306,975 | | | 307,115 | | | 306,923 | |
| | | | | | | |
| Basic earnings per share attributable to the Company’s common stockholders: | | | | | | | |
| Net income per share | $ | 0.24 | | | $ | 0.28 | | | $ | 0.65 | | | $ | 0.50 | |
| | | | | | | |
| Computation of Diluted Earnings Per Share: | | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income attributable to the Company’s common stockholders for diluted earnings per share | $ | 73,009 | | | $ | 84,953 | | | $ | 200,588 | | | $ | 154,522 | |
| | | | | | | |
| Weighted average shares outstanding – basic | 307,183 | | | 306,975 | | | 307,115 | | | 306,923 | |
Effect of dilutive securities:(3)(4) | | | | | | | |
| | | | | | | |
Unsettled forward sales contracts(4) | 126 | | | — | | | 8 | | | — | |
Equity awards(5) | 611 | | | 634 | | | 572 | | | 624 | |
| Weighted average shares outstanding – diluted | 307,920 | | | 307,609 | | | 307,695 | | | 307,547 | |
| | | | | | | |
| Diluted earnings per share attributable to the Company’s common stockholders: | | | | | | | |
| Net income per share | $ | 0.24 | | | $ | 0.28 | | | $ | 0.65 | | | $ | 0.50 | |
(1)Certain unvested restricted shares issued pursuant to the Company’s share-based compensation program have rights to receive non-forfeitable dividends or dividend equivalents. These shares are considered participating securities and their impact on EPS is calculated using the two-class method. Under the two-class method earnings are allocated to the unvested restricted share awards based on dividends declared and their participation rights in undistributed earnings.
(2)Includes unvested restricted shares issued pursuant to the Company's share-based compensation program that qualify for retirement eligibility and no longer have a substantive service condition.
(3)As of June 30, 2026, the Company had redeemable non-controlling interests outstanding which, upon redemption, may result in issuance of shares of common stock. The redeemable non-controlling interests were evaluated using the if-converted method and determined to be anti-dilutive in the calculation of diluted EPS for the three and six months ended June 30, 2026. As of June 30, 2025, the Company did not have any redeemable non-controlling interests outstanding.
(4)As of June 30, 2026, the Company had unsettled forward sales contracts under which it is expected to issue 3.9 million shares of common stock. The forward sales contracts were evaluated using the treasury stock method and determined to be dilutive. Accordingly, dilutive shares were included in the calculation of diluted EPS for the three and six months ended June 30, 2026. As of June 30, 2025, the Company did not have any unsettled forward sales contracts.
(5)Unvested restricted shares that did not qualify as participating securities were included in the diluted EPS calculation using the treasury stock method.
The following table provides a reconciliation of the numerator and denominator of the earnings per unit calculations for the three and six months ended June 30, 2026 and 2025 (in thousands, except per unit data):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended
June 30, | | Six Months Ended
June 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Computation of Basic Earnings Per Unit: | | | | | | | |
| Net income | $ | 73,662 | | | $ | 85,146 | | | $ | 201,419 | | | $ | 154,883 | |
| Net income attributable to non-controlling interests | (7) | | | (7) | | | (14) | | | (15) | |
Non-forfeitable distributions on unvested restricted units(1) | (172) | | | (186) | | | (343) | | | (346) | |
| Redeemable preferred return | (144) | | | — | | | (144) | | | — | |
| Accretion of redeemable preferred units to redemption value | (330) | | | — | | | (330) | | | — | |
| Net income attributable to the Operating Partnership’s common units for basic earnings per unit | $ | 73,009 | | | $ | 84,953 | | | $ | 200,588 | | | $ | 154,522 | |
| | | | | | | |
Weighted average number common units outstanding – basic(2) | 307,183 | | | 306,975 | | | 307,115 | | | 306,923 | |
| | | | | | | |
| Basic earnings per unit attributable to the Operating Partnership’s common units: | | | | | | | |
| Net income per unit | $ | 0.24 | | | $ | 0.28 | | | $ | 0.65 | | | $ | 0.50 | |
| | | | | | | |
| Computation of Diluted Earnings Per Unit: | | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income attributable to the Operating Partnership’s common units for diluted earnings per unit | $ | 73,009 | | | $ | 84,953 | | | $ | 200,588 | | | $ | 154,522 | |
| | | | | | | |
| Weighted average common units outstanding – basic | 307,183 | | | 306,975 | | | 307,115 | | | 306,923 | |
Effect of dilutive securities:(3)(4) | | | | | | | |
| | | | | | | |
Unsettled forward sales contracts(4) | 126 | | | — | | | 8 | | | — | |
Equity awards(5) | 611 | | | 634 | | | 572 | | | 624 | |
| Weighted average common units outstanding – diluted | 307,920 | | | 307,609 | | | 307,695 | | | 307,547 | |
| | | | | | | |
| Diluted earnings per unit attributable to the Operating Partnership’s common units: | | | | | | | |
| Net income per unit | $ | 0.24 | | | $ | 0.28 | | | $ | 0.65 | | | $ | 0.50 | |
(1)Certain unvested restricted units issued pursuant to the Company’s share-based compensation program have rights to receive non-forfeitable distributions or distribution equivalents. These units are considered participating securities and their impact on EPS is calculated using the two-class method. Under the two-class method earnings are allocated to the unvested restricted unit awards based on distributions declared and their participation rights in undistributed earnings.
(2)Includes unvested restricted units issued pursuant to the Company's share-based compensation program that qualify for retirement eligibility and no longer have a substantive service condition.
(3)As of June 30, 2026, the Operating Partnership had redeemable preferred units outstanding which, on redemption, may result in issuance of common units. The redeemable preferred units were evaluated using the if-converted method and determined to be anti-dilutive in the calculation of diluted EPS for the three and six months ended June 30, 2026. As of June 30, 2025, the Company did not have any redeemable preferred units outstanding.
(4)As of June 30, 2026, the Company had unsettled forward sales contracts under which it is expected to issue 3.9 million OP Units. The forward sales contracts were evaluated using the treasury stock method and determined to be dilutive. Accordingly, dilutive units were included in the calculation of diluted EPS for the three and six months ended June 30, 2026. As of June 30, 2025, the Company did not have any unsettled forward sales contracts.
(5)Unvested restricted units that did not qualify as participating securities were included in the diluted EPS calculation using the treasury stock method.
14. Commitments and Contingencies
Legal Matters
The Company is not presently involved in any material litigation arising outside the ordinary course of business. However, the Company is involved in routine litigation arising in the ordinary course of business, none of which the Company believes, individually or in the aggregate, taking into account existing reserves, will have a material impact on the Company’s financial condition, operating results, or cash flows.
Environmental Matters
Under various federal, state, and local laws, ordinances, and regulations, the Company may be or become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in the Company’s properties or disposed of by the Company or its tenants, as well as certain other potential costs that could relate to hazardous or toxic substances (including governmental fines and injuries to persons and property). The Company maintains a reserve for currently known environmental matters and does not believe they will have a material impact on the Company’s financial condition, operating results, or cash flows. During the three and six months ended June 30, 2026 and 2025, the Company did not incur any material governmental fines resulting from environmental matters.
15. Segment Reporting
The Company operates and derives revenue from its Portfolio of community and neighborhood shopping centers. As of June 30, 2026, the properties in the Portfolio are located across 29 states throughout 96 metropolitan markets. The Chief Executive Officer serves as the Company's Chief Operating Decision Maker (the "CODM") and evaluates performance and resource allocation on a Portfolio basis. Additionally, the Company does not distinguish its principal business or group its operations on a geographical basis for purposes of measuring performance. Accordingly, the Company has a single operating and reportable segment (the "Reporting Segment") for disclosure purposes in accordance with GAAP.
Net income attributable to Brixmor Property Group Inc., as presented on the Company's unaudited Condensed Consolidated Statements of Operations is a metric utilized by the CODM to assess the Reporting Segment's performance and allocate resources. Total assets, as presented on the Company's unaudited Condensed Consolidated Balance Sheets is used to measure the Reporting Segment's assets.
The following table presents revenues and significant segment expenses for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Total revenues | | $ | 354,199 | | | $ | 339,492 | | | $ | 709,018 | | | $ | 677,004 | |
| | | | | | | | |
| Operating costs | | (44,227) | | | (39,877) | | | (86,141) | | | (79,088) | |
| Real estate taxes | | (44,279) | | | (43,559) | | | (89,682) | | | (88,452) | |
| Depreciation and amortization | | (110,258) | | | (103,277) | | | (215,460) | | | (208,874) | |
| Impairment of real estate assets | | (5,974) | | | — | | | (5,974) | | | — | |
General and administrative(1) | | (27,858) | | | (29,093) | | | (56,050) | | | (57,266) | |
| Interest expense | | (60,898) | | | (54,409) | | | (120,290) | | | (108,493) | |
Other segment items(2) | | 12,806 | | | 15,862 | | | 65,840 | | | 20,037 | |
| | | | | | | | |
| Segment net income | | $ | 73,511 | | | $ | 85,139 | | | $ | 201,261 | | | $ | 154,868 | |
| | | | | | | | |
| Reconciliation of Segment net income to Net income attributable to Brixmor Property Group Inc. | | |
| Adjustments | | — | | | — | | | — | | | — | |
| Net income attributable to Brixmor Property Group Inc. | | $ | 73,511 | | | $ | 85,139 | | | $ | 201,261 | | | $ | 154,868 | |
(1)The following table presents General and administrative expense for the three and six months ended June 30, 2026 and 2025:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2026 | | 2025 | | 2026 | | 2025 |
| Employee compensation, net | | $ | (20,432) | | | $ | (21,639) | | | $ | (42,155) | | | $ | (44,056) | |
| Other general and administrative, net | | (7,426) | | | (7,454) | | | (13,895) | | | (13,210) | |
| Total general and administrative | | $ | (27,858) | | | $ | (29,093) | | | $ | (56,050) | | | $ | (57,266) | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(2)Other segment items for the Company include Dividends and interest, Gain on sale of real estate assets, Loss on extinguishment of debt, net, Other, and Net income attributable to non-controlling interests. See the Company's unaudited Condensed Consolidated Statements of Operations for additional information on these amounts.
16. Related Party Transactions
As of June 30, 2026 and December 31, 2025, there were no material receivables from or payables to related parties. During the three and six months ended June 30, 2026 and 2025, the Company did not engage in any material related-party transactions.
17. Subsequent Events
In preparing the Company's unaudited Condensed Consolidated Financial Statements, the Company has evaluated events and transactions occurring after June 30, 2026 for recognition and/or disclosure purposes. Based on this evaluation, there were no subsequent events from June 30, 2026 through the date the financial statements were issued.