Brixmor地产美股招股说明书(2025-10-29版)

Dividend Reinvestment and Direct Stock Purchase Plan2,500,000 Shares of Common Stock This prospectus supplement relates to shares of common stock we may offer and sell from time to time according to theterms of the Brixmor Property Group Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “Plan”). Participantsshould retain this prospectus supplement for future reference. The Plan has two components: a dividend reinvestment component and a direct stock purchase component. The dividendreinvestment component provides our stockholders with an easy and economical way to designate all or any portion of the cashdividends on their shares of our common stock, par value $0.01 per share for reinvestment in additional shares of our commonstock. The direct stock purchase component permits our stockholders and new investors to, in each case, purchase shares of ourcommon stock in an economical and convenient manner. For Plan participants, the minimum purchase amount for directpurchases is $50 per transaction not to exceed $20,000 per month. For interested investors that are not our stockholders, theminimum purchase amount for initial cash investments is $100 and the maximum limit for initial cash investments is $20,000.This prospectus supplement describes and constitutes the Plan. Your participation in the Plan is entirely voluntary, and you may terminate your participation at any time. If you do notelect to participate in the Plan, you will continue to receive cash dividends, if and when authorized by our Board of Directorsand declared by us, in the usual manner. Shares of common stock will be (i)purchased on the open market or (ii)purchased directly from us out of our authorizedbut unissued shares of common stock. We have appointed Computershare Trust Company, N.A. (the “PlanAdministrator”), to serve as the administrator of thePlan. You may enroll in the Plan by obtaining an enrollment form from the PlanAdministrator and returning the completed formto the PlanAdministrator. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “BRX.” To assist us in qualifying as a real estate investment trust (“REIT”) for U.S. federal income tax purposes, among otherpurposes, under our charter, stockholders generally are restricted from owning more than 9.8% in value or number of shares,whichever is more restrictive, of the outstanding shares of our common stock or more than 9.8% in value of the outstandingshares of our capital stock. In addition, our charter contains various other restrictions on ownership and transfer of our commonstock. See “Description of Capital Stock — Restrictions on Ownership and Transfer” in the accompanying prospectus for adescription of these restrictions. Investing in our common stock involves risks. Please see the information under the caption “Risk Factors” beginning on pageS-4of this prospectus supplement and in the reports we file with the Securities and Exchange Commission (the “SEC”) pursuant to theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in this prospectus supplement orthe accompanying prospectus, to read about factors you should consider before buying shares of our common stock. Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is October29, 2025. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiWHERE YOU CAN FIND MORE INFORMATIONS-iiFORWARD-LOOKING STATEMENTSS-iiiDIRECT REGISTRATIONS-iiiSUMMARYS-1RISK FACTORSS-4USE OF PROCEEDSS-6DESCRIPTION OF THE PLANS-7PurposeS-7AdministrationS-8ParticipationS-8CostsS-10Reinvestment of Dividends under the PlanS-10Purchases of Shares under the PlanS-11Reports to ParticipantsS-16DividendsS-17Modification and TerminationS-17Sale and Transfer of PlanSharesS-18Other InformationS-19PLAN OF DISTRIBUTIONS-24LEGAL MATTERSS-24EXPERTSS-24 PROSPECTUS PageABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION BY REFERENCE3FORWARD-LOOKING STATEMENTS4BRIXMOR PROPERTY GROUP INC. AND BRIXMOR OPERATING PARTNERSHIP LP5USE OF PROCEEDS6DESCRIPTION OF CAPITAL STOCK7MATERIAL PROVISIONS OF MARYLAND LAW AND OF OUR CHARTER AND BYLAWS12DESCRIPTION OF DEPOSITARY SHARES19DESCRIPTION OF PURCHASE CONTRACTS22DESCRIPTION OF UNITS23DESCRIPTION OF WARRANTS24DESCRIPTION OF DEBT SECURITIES25BOOK-ENTRY, DELIVERY AND FORM37MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS40PLAN OF DISTRIBUTION69LEGAL MATTERS71EXPERTS71 ABOUT THIS PROSPECTUS SUPPLEMENT You should read this prospectus supplement along with the accompanying prospectus, as well as theinformation incorporated by reference herein and therein, carefully before you invest. These documentscontain important information you should consider before