UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC ~~D.C.~~ 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of ~~Report~~report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~February~~April 2830, ~~2017~~ 2026

Brixmor Property Group Inc.

Brixmor Operating Partnership LP

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Maryland (Brixmor Property Group Inc.)		001-36160	45-2433192
Maryland Delaware	001-36160 333-201464-01	45-2433192 80-0831163
Delaware (Brixmor Operating Partnership LP)		333-201464-01	80-0831163
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or Other Jurisdictionof Incorporation)		(CommissionFile Number)	(IRS EmployerIdentification No.)

~~450~~100 Park ~~Lexington~~ Avenue

New York, New York 10017

(Address of Principal Executive Offices), (and Zip Code)

(212) 869-3000

(Registrant’s Telephone Number, Including Area Code)

Not ~~Applicable~~ applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2. below):

☐¨ Written ~~communications~~communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐¨ Pre-commencement ~~communications~~communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐¨ Pre-commencement ~~communications~~communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act:

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	BRX	New York Stock Exchange

OnIndicate by ~~February~~check ~~28,~~mark ~~2017,~~whether the ~~Board~~registrant ofis ~~Directors~~an ~~(the~~emerging ~~“Board”)~~growth ofcompany ~~Brixmor~~as ~~Property~~defined ~~Group~~in ~~Inc.~~Rule ~~(the~~405 ~~“Company”) approved and adopted an amendment to Article XIV~~ of the ~~Company’s~~Securities ~~Bylaws~~Act toof ~~provide~~1933 ~~that~~(17 ~~the~~CFR ~~Bylaws may be amended, altered~~ §230.405) or ~~repealed,~~Rule or12b-2 ~~new Bylaws may be adopted, by the affirmative vote~~ of ~~holders of shares of~~ the ~~Company~~Securities ~~representing~~Exchange ~~not~~Act ~~less than a majority~~ of ~~all~~1934 ~~votes~~(17 ~~entitled~~CFR ~~to be cast on the matter at a meeting of stockholders duly called and at which a quorum is present~~§240. 12b-2).

~~The~~Brixmor ~~foregoing~~Property ~~summary~~Group ofInc. ~~the~~Yes ~~amendment~~¨ toNo ~~the~~x ~~Bylaws~~Brixmor isOperating ~~qualified~~Partnership inLP ~~its~~Yes ~~entirety~~¨ byNo ~~reference to the copy of the Bylaws filed as Exhibit 3.1 hereto and incorporated herein by reference.~~ x

~~Item~~If ~~8.01~~an ~~Other~~emerging ~~Events~~growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

~~On March 1, 2017,~~ Brixmor ~~Operating~~Property ~~Partnership~~Group ~~LP (the “Operating Partnership”), an indirect subsidiary of the Company, priced the previously announced offering (the “Offering”) of $400,000,000 aggregate principal amount of 3~~Inc.~~900%~~ ~~Senior~~¨ ~~Notes~~Brixmor due 2027 (the “Notes”). The Notes will be issued at 99.009% of par value with a coupon of 3.900%. Interest on the Notes is payable semi-annually on March 15 and September 15 of each year, commencing September 15, 2017. The Notes will mature on March 15, 2027. The Offering is expected to close on March 8, 2017, subject to customary closing conditions. The Operating Partnership ~~expects~~LP ~~to use the net proceeds from the Offering to repay outstanding indebtedness under its $1.25 billion unsecured revolving credit facility and for general corporate purposes.~~¨

InItem ~~connection with the Offering, the Operating Partnership entered into an underwriting agreement, dated March~~ 1~~, 2017 (the “Underwriting Agreement”), among the Operating Partnership and Citigroup Global Markets Inc~~.,01 ~~J.P.~~Entry ~~Morgan~~into ~~Securities~~a ~~LLC,~~Material ~~Merrill~~Definitive ~~Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein (the “Underwriters”). The Underwriting~~ Agreement contains customary representations, warranties and agreements by the Operating Partnership, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Operating Partnership has agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”), or to contribute to payments the Underwriters may be required to make because of any of those liabilities.

On May 5, 2026, Brixmor Operating Partnership LP (the “Operating Partnership”), an indirect subsidiary of Brixmor Property Group Inc. (the “Company”), completed the previously announced offering (the “Offering”) of $400,000,000 aggregate principal amount of 5.375% Senior Notes due 2036 (the “Notes”). The Operating Partnership intends to use the net proceeds from the Offering for general corporate purposes, including repayment of indebtedness, which may include repayment of outstanding indebtedness, including some or all of the outstanding 4.125% Senior Notes due 2026.

In connection with the issuance of the Notes, the Operating Partnership entered into a Sixteenth Supplemental Indenture, dated May 5, 2026 (the “Sixteenth Supplemental Indenture”), between the Operating Partnership, as issuer, and The Bank of New York Mellon, as trustee (the “Trustee”), which supplemented the Indenture, dated January 21, 2015 (the “Base Indenture” and, together with the Sixteenth Supplemental Indenture, the “Indenture”), between the Operating Partnership and the Trustee.

The Notes bear interest at a rate of 5.375% per annum accruing from May 5, 2026. Interest on the Notes is payable semi-annually on June 15 and December 15 of each year, commencing December 15, 2026. The Notes will mature on June 15, 2036. The Notes are the Operating Partnership’s unsecured and unsubordinated obligations and rank equally in right of payment with all of the Operating Partnership’s existing and future unsecured and unsubordinated indebtedness. The Notes are not guaranteed by the Company or any of its subsidiaries.

The Operating Partnership may redeem the Notes at its option and in its sole discretion at any time or from time to time prior to March 15, 2036 (three months prior to the maturity date) in whole or in part at the applicable make-whole redemption price specified in the Sixteenth Supplemental Indenture. If the Notes are redeemed on or after March 15, 2036 (three months prior to the maturity date), the redemption price will be equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest thereon to, but not including, the applicable redemption date.

The Indenture contains certain covenants that, among other things, limit the ability of the Operating Partnership, subject to exceptions, to incur secured and unsecured indebtedness and to consummate a merger, consolidation or sale of all or substantially all of its assets. In addition, the Indenture will require the Operating Partnership to maintain total unencumbered assets of at least 150% of total unsecured indebtedness. These covenants are subject to a number of important exceptions and qualifications. The Indenture also provides for customary events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the Notes to become or to be declared due and payable.

The foregoing description is a summary of terms of the Indenture and the Notes and does not purport to be a complete statement of the parties’ rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Base Indenture and the Sixteenth Supplemental Indenture, which are included as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

The Offering was made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-291119-01) filed with the Securities and Exchange Commission (the “SEC”) on October 28, 2025. A prospectus supplement, dated April 30, 2026, relating to the Notes and supplementing the prospectus was filed with the SEC pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”).

Item 2.03

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 8.01

Other Events

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 8.01.

In connection with the Offering, the Operating Partnership entered into an underwriting agreement, dated April 30, 2026 (the “Underwriting Agreement”), between the Operating Partnership and J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named in Exhibit A thereto (the “Representatives”). The Underwriting Agreement contains customary representations, warranties and agreements by the Operating Partnership, customary conditions to closing, other obligations of the parties and termination provisions. Additionally, the Operating Partnership has agreed to indemnify the Representatives against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the Representatives may be required to make because of any of those liabilities.

The foregoing description is a summary of the Underwriting Agreement and does not purport to be a complete statement of the parties’ rights and obligations thereunder. The foregoing description is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Offering of the Notes was made pursuant to a shelf registration statement on Form S-3 (File Nos. 333-201464 and 333-201464-01), which became effective upon filing with the Securities and Exchange Commission (the “SEC”) on January 13, 2015. A preliminary prospectus supplement, dated March 1, 2017, relating to the Notes and supplementing the prospectus was filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act.

Item 9.01

Financial Statements and Exhibits

(d) The following exhibits are attached to this Current Report on Form 8-K:

3.1		Amended and Restated Bylaws of Brixmor Property Group Inc.
4.1	Indenture, dated January 21, 2015, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee (filed as Exhibit 4.1 to the registrants’ Current Report on Form 8-K (File No. 001-36160) filed January 21, 2015, and incorporated herein by reference)
5.1		Opinion of Hogan Lovells US LLP
4.2	Sixteenth Supplemental Indenture, dated May 5, 2026, between Brixmor Operating Partnership LP, as issuer, and The Bank of New York Mellon, as trustee
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
4.3	Form of Global Note representing the Notes (included in Exhibit 4.2)
99.1		Underwriting Agreement, dated March 1, 2017, by and among Brixmor Operating Partnership LP and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein
5.1	Opinion of Hogan Lovells US LLP
23.1	Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
99.1	Underwriting Agreement, dated April 30, 2026 between Brixmor Operating Partnership LP and J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, as representatives of the several underwriters named therein
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~SIGNATURE~~ SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Date: March 3, 2017	BRIXMOR PROPERTY GROUP INC.
Date: May 5, 2026	BRIXMOR PROPERTY GROUP INC.
	By:	/s/ Steven F. Siegel
	Name:	Steven F. Siegel
	Title:	Executive Vice President, General Counsel and Secretary
		General Counsel and Secretary
	BRIXMOR OPERATING PARTNERSHIP LP
	By:	Brixmor OP GP LLC, its general partner
	By:	BPG Subsidiary ~~Inc.~~LLC, its sole member
	By:	/s/ Steven F. Siegel
	Name:	Steven F. Siegel
	Title:	Executive Vice President, General Counsel and Secretary
		General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Description
3.1		Amended and Restated Bylaws of Brixmor Property Group Inc.
5.1		Opinion of Hogan Lovells US LLP
23.1		Consent of Hogan Lovells US LLP (included in Exhibit 5.1)
99.1		Underwriting Agreement, dated March 1, 2017, by and among Brixmor Operating Partnership LP and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and U.S. Bancorp Investments, Inc., as representatives of the several underwriters named therein

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