SIEGEL STEVEN F 4

What Happened
Steven F. Siegel — Executive Vice President, General Counsel and Secretary of Brixmor (BRX) — was credited with multiple restricted stock unit (RSU) awards on 2026-02-04, including performance- and outperformance-based RSUs and time-based RSUs. To satisfy tax withholding on the vesting/conversion, he surrendered 11,310 shares (10,339 + 971) at $27.73 per share, resulting in cash proceeds of $286,700 and $26,926, respectively (total ≈ $313,626). The RSU awards reported include awards that are subject to additional time-based vesting.

Key Details

• Transaction date: February 4, 2026; Form filed February 6, 2026 (appears timely).
• Shares surrendered for tax withholding: 10,339 @ $27.73 ($286,700) and 971 @ $27.73 ($26,926); total surrendered = 11,310 shares for ~$313,626.
• Awards reported (selected footnote highlights):
  • 20,256 performance RSUs (10,128 vest 1/1/2027; 10,128 vest 1/1/2028).
  • 1,902 outperformance RSUs (951 vest 1/1/2027; 951 vest 1/1/2028).
  • 12,982 RSUs that vest ratably over three years beginning 1/1/2027.
  • RSUs convert into common stock on a one-for-one basis (footnote F1).
  • The surrendered shares reflect share-for-tax withholding to satisfy tax obligations on vesting (sell-to-cover; footnote F2).
• Shares owned after transaction: not specified in the provided filing excerpt.
• Filing timeliness: report covers the 2/4/2026 transaction and was filed on 2/6/2026.

Context and investor takeaways

• This was not an open-market sale for investment purposes but a routine share surrender to cover tax withholding on vested/earned RSUs (often called a sell-to-cover). Such transactions are standard when equity awards vest and do not necessarily signal the insider’s view on the stock.
• Many of the reported RSUs remain subject to future time-based vesting, so Siegel will not immediately own all awarded shares until those vesting dates.