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Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 30The week ahead

BRX

Brixmor Property Group Inc.
NYSE · REAL ESTATE · REAL ESTATE INVESTMENT TRUSTS
28.13
−0.13 −0.46%
USD · close Oct 23

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How BRX rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025
Text kept
49%
of sentences unchanged
Added
326
new sentences
Dropped
333
sentences removed
Length
−141
words, now 47,594

New in FY2025

  • Although recent inflationary pressures have begun to abate, certain price levels have remained high and inflation may increase in the future, and such increases could lead to the Federal Reserve increasing interest rates.
  • As of December 31, 2025, leases are scheduled to expire in our Portfolio on a total of approximately 8.1% of leased GLA during 2026.
  • As of December 31, 2025, we had approximately $5.5 billion aggregate principal amount of indebtedness outstanding.
  • In recent years, interest rates have fluctuated significantly.
  • Interest rate increases negatively affect our ability to efficiently refinance our outstanding debt.
  • As a result, our financial condition, operating results, and cash flows could be adversely impacted.
  • As of December 31, 2025, $500.0 million of borrowings under our Term Loan Facility bear interest at variable rates.
  • If, in the future, we are not able to effectively mitigate these interest rate risks by utilizing interest rate swaps, that we have historically employed, our access to capital, as well as our financial condition, operating results, and cash flows could be adversely impacted.
  • We regularly assess our Portfolio to determine our compliance with the current requirements of the ADA.
  • The direct and indirect impact on us and our tenants from severe weather events, including flooding, wildfires, and hurricanes, could adversely affect our financial condition, operating results, and cash flows.
  • In addition, changes in laws or regulations, including federal, state, or local laws, relating to reductions in greenhouse gas emissions could result in increased costs and capital expenditures.
  • We and our tenants face risks relating to cybersecurity incidents that could cause the loss of confidential information or other business disruptions.
  • We rely extensively on IT systems, including systems through vendors and third parties, to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by, cybersecurity incidents.
  • These incidents or interruptions could include attempts to gain unauthorized access to our data and/or IT systems, computer viruses, cyberattacks (including ransomware, malware, unauthorized access attempts, and denial of service and other unintentional intrusions or malicious cyber-attacks), social engineering (including phishing), or other fraudulent schemes.
  • Such activities may be undertaken by individuals or may be highly organized attempts by very sophisticated organizations.
  • We employ a variety of measures to prevent, detect, and mitigate these threats; however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity incident.
  • Further, new technologies such as AI may be more capable of evading these safeguard measures.
  • We employ measures designed to detect such cybersecurity threats, but these threats could become more sophisticated and difficult to detect and counteract, which may present significant risks to the security of our IT systems and data.
  • A cybersecurity incident could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks and IT systems, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result.
  • Cybersecurity incidents could also damage our reputation and result in significant remediation costs, regulatory scrutiny or investigations, and potential litigation.
  • Similarly, our tenants rely extensively on IT systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity incidents, which could impact their ability to pay rent timely or at all.
  • Cybersecurity incidents experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in reputation could adversely affect our financial condition, operating results, and cash flows.
  • We continue to face ongoing and increasing cybersecurity risks which may materially affect us in the future and there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.
  • Increased regulation and enforcement activity of data collection, use, and retention practices, including self-regulation and industry standards, changes in or new laws and regulations, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business, or otherwise harm our business.
  • Furthermore, as cybersecurity incidents increase in frequency and magnitude, we may be unable to obtain insurance in amounts and on terms we view as adequate.
  • The use of, or inability to use, artificial intelligence by us, our tenants, and/or our vendors presents risks that may adversely impact our business and operating results, the business and operating results of our tenants, or demand for properties in our Portfolio.
  • We may use artificial intelligence ("AI"), including generative or agentic AI, and/or machine learning tools in our operations.
  • Our use of AI tools will subject us to risks, including inaccurate or otherwise flawed results that are not easily detectable, misappropriation of intellectual property which may expose us to legal liability, and confidentiality, data privacy, and cybersecurity risks.
  • Although we implement measures designed to help mitigate these risks, such measures may not always be successful.
  • Our vendors may use AI tools in their products or services without our knowledge, and the providers of these tools may not meet the evolving regulatory or industry standards for privacy and data protection.
  • Consequently, this may inhibit our vendors' ability to uphold an appropriate level of service, security, or data privacy.
  • If we, our vendors, or other third parties with which we conduct business experience an actual or perceived cybersecurity incident due to the use of AI, we may be adversely impacted, lose valuable intellectual property or confidential information, and incur harm to our reputation and the public perception of the effectiveness of our cybersecurity measures.
  • In addition, the REIT provisions of the Code impose a 100% tax on income from "prohibited transactions." Prohibited transactions generally include sales of assets, other than foreclosure property, which constitute inventory or other property held for sale to customers in the ordinary course of business.
  • Management and Board Oversight We have dedicated cybersecurity resources, including our incident response team ("IRT"), led by our Chief Information Officer ("CIO") , who regularly provides reports on cybersecurity to our executive officers, including the CEO and CFO.
  • Our IRT members, which are subject to change from time to time, have a diverse range of education and expertise significant experience in fields such as IT, change and incident management, public company governance, accounting, financial controls, risk management, communications, human capital, and legal matters.
  • Pursuant to the CSIRP and its escalation protocols, we engage the IRT, which includes designated personnel responsible for: (1) analyzing the severity of the incident and associated threat; (2) notifying management of the threat; (3) containing the threat; (4) eradicating the threat; (5) restoring data and access to systems; (6) working with management to determine the reporting and disclosure obligations associated with the incident; and (7) performing post-incident analysis and improvements.
  • The IRT is led by an incident response coordinator, which in the event of a cybersecurity incident would generally be the CIO, and includes members of our IT resources, risk management, legal, communications, finance, and accounting teams, in addition to other personnel depending on the particular facts and circumstances of the cybersecurity incident.
  • A key element of our prevention efforts is training employees to recognize and respond to cybersecurity threats.
  • New hires receive mandatory privacy and information security training.
  • Once a potential cybersecurity incident is identified, including a third-party cybersecurity event, the IRT follow the procedures pursuant to the CSIRP to investigate the potential incident.

and 286 more.

Gone since FY2024

  • Although recent inflationary pressures have begun to abate, inflation may increase in the future, and such increases could lead to the Federal Reserve increasing interest rates.
  • As of December 31, 2024, leases are scheduled to expire in our Portfolio on a total of approximately 8.9% of leased GLA during 2025.
  • As of December 31, 2024, we had approximately $5.4 billion aggregate principal amount of indebtedness outstanding.
  • As of December 31, 2024, $500.0 million of borrowings under our Term Loan Facility bear interest at variable rates.
  • In order to partially mitigate our exposure to interest rate risk, we have entered into interest rate swap agreements on $500.0 million of our variable rate debt, which involve the exchange of variable for fixed rate interest payments.
  • Taking into account our current interest rate swap agreements, a 100 basis point increase in interest rates would not result in an increase in annual interest expense.
  • Additionally, since 2022, interest rates have been significantly higher than in recent years.
  • Increased interest rates negatively affect our ability to efficiently refinance our outstanding debt.
  • As a result, our financial condition, operating results, and cash flows be adversely impacted.
  • We are continually assessing our Portfolio to determine our compliance with the current requirements of the ADA.
  • We and our tenants face risks relating to cybersecurity attacks that could cause the loss of confidential information or other business disruptions.
  • We rely extensively on information technology ("IT") systems, including systems through vendors and third parties, to operate and manage our business and process transactions, and as a result, our business is at risk from, and may be impacted by, cybersecurity attacks.
  • These attacks could include attempts to gain unauthorized access to our data and/or IT systems.
  • Attacks may be undertaken by individuals or may be highly organized attempts by very sophisticated organizations.
  • We employ a variety of measures to prevent, detect, and mitigate these threats; however, there is no guarantee that such efforts will be successful in preventing or mitigating a cybersecurity attack.
  • Further, new technologies such as Artificial Intelligence may be more capable at evading these safeguard measures.
  • A cybersecurity attack, such as a ransomware attack, could compromise the confidential information, including the personally identifiable information, of our employees, tenants, and vendors, disrupt the proper functioning of our networks and IT systems, result in misstated financial reports or covenants under various financing agreements, and/or missed reporting deadlines, prevent us from properly monitoring our REIT qualification, result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space, or require significant management attention and resources to remedy any damages that result.
  • A successful attack could also damage our reputation and result in significant remediation costs, regulatory investigations, and potential litigation.
  • Similarly, our tenants rely extensively on IT systems to process transactions and manage their businesses and thus are also at risk from, and may be impacted by, cybersecurity attacks, which could impact their ability to pay rent timely or at all.
  • A cybersecurity attack experienced by us or one of our tenants that results in an interruption in business operations and/or a deterioration in reputation could adversely affect our financial condition, operating results, and cash flows.
  • However, we continue to face ongoing and increasing cybersecurity risks which may materially affect us in the future and there can be no assurance that our cybersecurity efforts and measures will be effective or that attempted cybersecurity incidents or disruptions would not be successful or damaging.
  • The direct and indirect impact on us and our tenants from severe weather, flooding, and other effects of climate change, and the economic and reputational impacts of the transition to non-carbon based energy, could adversely affect our financial condition, operating results, and cash flows.
  • In addition, the ongoing transition to non-carbon based energy presents certain risks for us and our tenants, including risks related to high energy costs and energy shortages, among other things.
  • Changes in laws or regulations, including federal, state, or local laws, relating to climate change could result in increased capital expenditures to improve the energy efficiency of our properties.
  • In addition, the REIT provisions of the Code impose a 100% tax on income from "prohibited transactions." Prohibited transactions generally include sales of assets, other than foreclosure property, that constitute inventory or other property held for sale to customers in the ordinary course of business.
  • Management and Board Oversight We have dedicated cybersecurity resources led by our Chief Information Officer ("CIO") , who regularly provides reports on cybersecurity to our executive officers, including the CEO and CFO.
  • Our CIO has significant experience in the cybersecurity and IT fields and holds multiple degrees, including a Bachelor of Science in Information Science and a Master of Business Administration.
  • Additionally, our CIO is a Certified Information Security Manager.
  • Pursuant to the CSIRP and its escalation protocols, we engage the incident response team ("IRT"), which includes designated personnel responsible for: (1) analyzing the severity of the incident and associated threat; (2) notifying management of the threat; (3) containing the threat; (4) eradicating the threat; (5) restoring data and access to systems; (6) working with management to determine the reporting and disclosure obligations associated with the incident; and (7) performing post-incident analysis and improvements.
  • The IRT is led by an incident response coordinator, which in the event of a cybersecurity incident would generally be the CIO, and includes members of our IT resources, risk management, legal, communications, finance, and accounting teams, in addition to any other personnel depending on the particular facts and circumstances of the incident.
  • We continue to strengthen access management mechanisms including broad adoption of multi-factor authentication, geolocation-based blocking, and network segmentation.
  • We recognize that threat actors frequently target employees to gain unauthorized access to information systems.
  • Therefore, a key element of our prevention efforts is training employees to recognize and respond to cybersecurity threats.
  • All new hires receive mandatory privacy and information security training.
  • Additionally, we conduct specialized training for our high-risk employees on an annual basis and specialized training for employees with access to certain sensitive information systems.
  • These trainings and tests are tracked throughout the year for each employee and are directly tied to their overall compensation.
  • We recognize that our third-party vendors can be subject to cybersecurity incidents which may impact us.
  • Once a potential cybersecurity incident is identified, including a third-party cybersecurity event, the incident response coordinator follows the procedures pursuant to the CSIRP to investigate the potential incident, including classifying the nature and severity of the event.
  • Eradication and recovery activities depend on the nature of the cybersecurity incident, which may include, but are not limited to, rebuilding systems and/or hosts, replacing compromised files with clean versions, or validation of files or data that may have been affected.
  • Post-Incident Activity After recovery, the IRT conducts a post-incident analysis to identify potential enhancements to the cybersecurity program that can mitigate the risk and/or severity of future incidents.

and 293 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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