Brixmor (BRX) CFO Gallagher reports new RSUs and tax share surrenders

Rhea-AI Filing Summary

Brixmor Property Group Executive Vice President, Chief Financial Officer and Treasurer Steven T. Gallagher reported multiple equity compensation transactions dated February 4, 2026. He acquired 5,624 shares of common stock and later 528 shares at no cost upon vesting of restricted stock units (RSUs), then surrendered 1,602 and 151 shares at $27.73 per share to cover tax withholding. Following these moves, he directly held 65,512 common shares.

Gallagher was also granted new RSU awards. One performance-based RSU grant of 5,626 units will convert into common stock on a one-for-one basis, with 2,813 units scheduled to vest on January 1, 2027 and 2,813 on January 1, 2028. An additional outperformance-based RSU award of 528 units is set to vest in two equal installments of 264 units on the same dates. A further grant of 12,982 RSUs will vest ratably over three years beginning January 1, 2027.

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^*

Gallagher Steven T

(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)
	See Remarks

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		5,624	A	(1)	66,737	D
Common Stock	02/04/2026		F		1,602(2)	D	$27.73	65,135	D
Common Stock	02/04/2026		A		528	A	(1)	65,663	D
Common Stock	02/04/2026		F		151(2)	D	$27.73	65,512	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		5,626(3)		(4)	(4)	Common Stock	5,626	$0	5,626	D
Restricted Stock Units	(1)	02/04/2026		A		528(5)		(6)	(6)	Common Stock	528	$0	528	D
Restricted Stock Units	(1)	02/04/2026		A		12,982(7)		(7)	(7)	Common Stock	12,982	$0	12,982	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, 2,813 will vest on January 1, 2027 and 2,813 will vest on 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, 264 will vest on January 1, 2027 and 264 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.

Remarks:

Executive Vice President, Chief Financial Officer and Treasurer

	/s/ Steven F. Siegel, by power of attorney	02/06/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BRX executive Steven T. Gallagher report?

Steven T. Gallagher reported RSU-related share acquisitions and tax-withholding surrenders on February 4, 2026. He received common shares at no cost from vesting RSUs and surrendered some shares at $27.73 each to satisfy withholding obligations.

How many Brixmor (BRX) shares does Steven T. Gallagher own after these Form 4 transactions?

After the February 4, 2026 transactions, Steven T. Gallagher directly owned 65,512 shares of Brixmor common stock. This reflects RSU vesting-related share acquisitions and shares surrendered back to the issuer for tax withholding purposes.

What RSU grants did the Brixmor (BRX) CFO receive on February 4, 2026?

On February 4, 2026, Gallagher received three RSU grants: 5,626 performance-based units, 528 outperformance-based units, and 12,982 additional RSUs. All RSUs convert into common stock on a one-for-one basis when vested over future years.

When will Steven T. Gallagher’s Brixmor (BRX) performance RSUs vest?

Of the 5,626 performance-based RSUs, 2,813 are scheduled to vest on January 1, 2027 and 2,813 on January 1, 2028. These vesting dates follow satisfaction of previously established performance criteria.

How do the Brixmor (BRX) outperformance RSUs for the CFO vest?

The 528 outperformance-based RSUs granted to Gallagher vest in two equal tranches. Specifically, 264 RSUs will vest on January 1, 2027 and another 264 on January 1, 2028, subject to the prior satisfaction of outperformance criteria.

How do Steven T. Gallagher’s new 12,982 RSUs at Brixmor (BRX) vest over time?

The 12,982 restricted stock units granted to Gallagher vest ratably over three years, beginning January 1, 2027. Each vesting portion converts into Brixmor common stock on a one-for-one basis upon vesting, providing time-based equity compensation.