Brixmor (BRX) EVP Mark Horgan granted RSUs and surrenders shares for taxes

Rhea-AI Filing Summary

Brixmor Property Group Inc. executive Mark Horgan reported equity compensation activity and related tax withholding. On February 4, 2026, the EVP and Chief Investment Officer received multiple grants of restricted stock units (RSUs) that each convert into common stock on a one-for-one basis.

He also acquired shares of common stock upon RSU vesting and surrendered a portion of those shares back to the company at $27.73 per share to cover tax withholding obligations. Following these transactions, he directly held a little over 400,000 shares of Brixmor common stock and new RSU awards that vest between January 1, 2027 and subsequent years, subject to performance and time-based conditions.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Horgan Mark

(Last) (First) (Middle)

C/O BRIXMOR PROPERTY GROUP INC.

100 PARK AVENUE

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Brixmor Property Group Inc. [ BRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief Investment Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/04/2026		A		29,257	A	(1)	415,426	D
Common Stock	02/04/2026		F		14,936(2)	D	$27.73	400,490	D
Common Stock	02/04/2026		A		2,747	A	(1)	403,237	D
Common Stock	02/04/2026		F		1,403(2)	D	$27.73	401,834	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/04/2026		A		29,258(3)		(4)	(4)	Common Stock	29,258	$0	29,258	D
Restricted Stock Units	(1)	02/04/2026		A		2,746(5)		(6)	(6)	Common Stock	2,746	$0	2,746	D
Restricted Stock Units	(1)	02/04/2026		A		21,638(7)		(7)	(7)	Common Stock	21,638	$0	21,638	D

Explanation of Responses:

1. Restricted Stock Units ("RSUs") convert into common stock on a one-for-one basis.

2. Reflects shares of common stock surrendered to the Issuer to satisfy tax withholding obligations in connection with the vesting of RSUs.

3. Represents the portion of the number of shares determined to have been earned based upon the performance criteria that are subject to additional time-based vesting criteria. Of the number of RSUs reported, 14,629 will vest on January 1, 2027 and 14,629 will vest January 1, 2028.

4. The date of the transaction represents the date on which the performance criteria of a previously granted performance share award were determined to have been satisfied.

5. Represents the portion of the number of shares determined to have been earned based upon the outperformance criteria that are subject to additional time-based vesting criteria. Of the number of outperformance RSUs reported, 1,373 will vest on January 1, 2027 and 1,373 will vest on January 1, 2028.

6. The date of the transaction represents the date on which the outperformance criteria of a previously granted outperformance RSU were determined to have been satisfied.

7. The RSUs vest ratably over three years beginning January 1, 2027.

	/s/ Steven F. Siegel, by power of attorney	02/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Brixmor (BRX) executive Mark Horgan report on February 4, 2026?

Mark Horgan, EVP and Chief Investment Officer of Brixmor, reported receiving several restricted stock unit (RSU) awards and related common stock. He also surrendered some shares back to the company to satisfy tax withholding obligations tied to RSU vesting on February 4, 2026.

How many Brixmor (BRX) restricted stock units were granted to Mark Horgan in this Form 4?

Mark Horgan reported three RSU grants: 29,258 RSUs, 2,746 RSUs, and 21,638 RSUs. These RSUs convert into Brixmor common stock on a one-for-one basis and are subject to performance or outperformance criteria and additional time-based vesting schedules beginning January 1, 2027.

At what price were Brixmor (BRX) shares withheld for taxes in Mark Horgan’s Form 4 filing?

Shares were withheld at a price of $27.73 per share. These shares were surrendered to Brixmor to cover tax withholding obligations that arose when restricted stock units vested, rather than representing an open-market sale initiated for portfolio or valuation reasons.

What portion of Mark Horgan’s Brixmor (BRX) RSUs will vest in 2027 and 2028?

Of the 29,258 performance-based RSUs, 14,629 vest on January 1, 2027 and 14,629 on January 1, 2028. For the 2,746 outperformance RSUs, 1,373 vest on January 1, 2027 and 1,373 on January 1, 2028, assuming criteria remain satisfied.

How do Mark Horgan’s Brixmor (BRX) restricted stock units convert into common stock?

Each restricted stock unit converts into one share of Brixmor common stock. Conversion occurs upon vesting, which is tied to performance or outperformance criteria and additional time-based schedules starting January 1, 2027, as described in the Form 4 footnotes.

How many Brixmor (BRX) common shares did Mark Horgan hold after the reported transactions?

After the February 4, 2026 transactions, Mark Horgan directly held just over 400,000 Brixmor common shares. The Form 4 shows post-transaction holdings around 400,000 shares, alongside separate RSU awards that will vest in future years if conditions are met.