Brixmor地产美股招股说明书(2025-10-28版)

Brixmor Property Group Inc. Common Stock We and Brixmor Operating Partnership L.P. have entered into equity distribution agreements (the “Sales Agreements”)relating to the issuance and sale of shares of our common stock, par value $0.01 per share, or “common stock,” offered by thisprospectus supplement and the accompanying prospectus pursuant to a continuous offering program with each of BMO CapitalMarkets Corp., BNY Mellon Capital Markets, LLC, BofA Securities, Inc., BTIG, LLC, Citigroup Global Markets Inc., JefferiesLLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC, Samuel A. Ramirez & Company,Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC as SalesAgents (as defined below) and, (except (i)in the case of Samuel A. Ramirez & Company, Inc. and (ii)in the case of BTIG, LLC,for which Nomura Securities International, Inc. acts through BTIG, LLC as agent)), the Forward Sellers (as defined below) andeach of the Forward Purchasers (as defined below). We refer to these entities, when acting in their capacity as our sales agents,individually as a “Sales Agent” and collectively as the “Sales Agents” and, if applicable, when acting in their capacity as agentsfor the Forward Purchasers, individually as a “Forward Seller” and collectively as the “Forward Sellers.” In accordance with theterms of the Sales Agreements, up to $400,000,000 of our common stock may be sold from time to time by us through the SalesAgents, by the Forward Sellers or by us directly to the Sales Agent acting as principals. The Sales Agreements contemplate that, in addition to the issuance and sale of our shares of common stock by us throughthe Sales Agents (or to the Sales Agents acting as principals), we may also enter into one or more forward sale agreements fromtime to time in the future with each of BMO Capital Markets Corp., The Bank of New York Mellon, BofA Securities, Inc.,Citibank, N.A., Jefferies LLC, JPMorgan Chase Bank, National Association, Mizuho Markets Americas LLC, NomuraGlobalFinancial Products, Inc., Royal Bank of Canada, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Bank and WellsFargo Bank, National Association or one of their respective affiliates. We refer to these entities, when acting in such capacity,individually as a “Forward Purchaser” and collectively as the “Forward Purchasers.” In connection with any forward saleagreement, the relevant Forward Purchaser (or its affiliate) will, at our request, use commercially reasonable efforts, consistentwith its normal trading and sales practices and applicable law and regulations, to borrow from third parties and sell, through itsaffiliated or agentic Forward Seller, a number of our shares of common stock equal to the number of shares of common stockunderlying the particular forward sale agreement. We will not initially receive any proceeds from any sales of our common stockby a Forward Seller in connection with a forward sale agreement. Subject to certain conditions, we generally have the right to elect physical, cash or net share settlement under the forwardsale agreements. We expect to fully physically settle each forward sale agreement, if any, with the relevant Forward Purchaseron one or more dates specified by us on or prior to the maturity date of such forward sale agreement. We may also elect to eithercash settle or net share settle our obligations under the forward sale agreements if we determine that is in our best interest to doso. If we elect to cash settle any forward sale agreement, we may not receive any proceeds, and we may owe cash to the relevantForward Purchaser. If we elect to net share settle any forward sale agreement, we will not receive any proceeds, and we mayowe shares of our common stock to the relevant Forward Purchaser. See “Plan of Distribution — Sales by Forward Sellers.” Each Sales Agent will receive from us a commission at a mutually agreed rate that will not exceed, but may be lower than,2.0% of the gross sales price of all shares of our common stock sold through it from time to time under the Sales Agreements.Each Forward Seller will receive from us a commission at a mutually agreed rate in the form of a reduction to the initial forwardsale price under the related forward sale agreement that will not exceed, but may be lower than, 2.0% of the gross sales price ofthe borrowed shares sold by such Forward Seller during the applicable forward hedge selling period for such shares. Inconnection with sales of shares of our common stock pursuant to the Sales Agreements, each of the Sales Agents and theForward Sellers may be deemed to be an “underwriter” within the meaning of the Securities Act of 1933, as amended (the“Securities Act”), and their compensation may be deemed to be underwriting compensation under Securities and Exchange Commission (“SEC”) rules.See “Plan of Distribution” beginning on page S-8 of this prospectus supplement f