Brixmor Property Group Inc.BRX

Brixmor Property Group Inc. Stock Compensation Disclosure

10-KFiled Feb 9, 20263 min read
Stock Based Compensation
In February 2022, the Company's board of directors approved the 2022 Omnibus Incentive Plan (the “Plan”) and in April 2022, the Company's stockholders approved the Plan. The Plan provides for a maximum of 10.0 million shares of the Company’s common stock to be issued for qualified and non-qualified options, stock appreciation rights, restricted stock, RSUs, OP Units, performance awards, and other stock-based awards. Prior to the approval of the Plan, awards were issued under the 2013 Omnibus Incentive Plan that the Company's board of directors approved in 2013.

During the years ended December 31, 2025, 2024, and 2023, the Company granted RSUs to certain employees. The RSUs are divided into multiple tranches, which are all subject to service-based vesting conditions. Certain tranches are also subject to performance-based criteria or market-based criteria, which contain a threshold, target, above target, and maximum number of units that can be earned. The number of units actually earned for each tranche is determined based on performance during a specified performance period. Tranches that only have a service-based component can only earn a target number of units. The aggregate number of RSUs granted, assuming the achievement of target level performance, was 0.6 million, 0.8 million, and 0.7 million for the years ended December 31, 2025, 2024, and 2023, respectively, with vesting periods ranging from one to five years. For the service-based and performance-based RSU's granted, fair value is based on the Company’s grant date stock price or the grant date stock price adjusted for dividend or dividend equivalent rights, when applicable. For the market-based RSUs granted, fair value is based on a Monte Carlo simulation model that assesses the probability of satisfying the market performance hurdles over the remainder of the performance period based on the Company’s historical common stock performance relative to the other companies within the FTSE Nareit Equity Shopping Centers Index as well as the following significant assumptions:
Year Ended December 31,
Assumption202520242023
Volatility
20.0% - 26.0%
23.0% - 28.0%
32.0% - 52.0%
Weighted average risk-free interest rate
4.24% - 4.24%
4.03% - 4.92%
3.79% - 5.18%
Weighted average common stock dividend yield
4.3% - 4.5%
4.4% - 4.7%
4.3% - 4.8%

Information with respect to RSUs for the years ended December 31, 2025, 2024, and 2023 are as follows (in thousands):
Restricted SharesAggregate Intrinsic Value
Outstanding, December 31, 20222,267 $52,471 
Vested(1,162)(22,583)
Granted1,137 25,316 
Forfeited(48)(1,112)
Outstanding, December 31, 20232,194 54,092 
Vested(1,424)(28,067)
Granted1,367 29,055 
Forfeited(240)(5,941)
Outstanding, December 31, 20241,897 49,139 
Vested(1,067)(24,092)
Granted1,019 23,777 
Forfeited(8)(208)
Outstanding, December 31, 20251,841 $48,616 

During the years ended December 31, 2025, 2024, and 2023, the Company recognized $19.1 million, $20.0 million, and $22.3 million of equity compensation expense, respectively, of which $1.5 million, $2.0 million, and $1.6 million was capitalized, respectively. These amounts are included in General and administrative expense on the Company’s Consolidated Statements of Operations. As of December 31, 2025, the Company had $14.0 million of total unrecognized compensation expense related to unvested stock compensation, which is expected to be recognized over a weighted average period of approximately 2.1 years.

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.

Other Available Disclosures

Income TaxesRevenueEarnings Per ShareFair ValuePP&ELeasesSegmentsDebtCommitmentsNew StandardsPay vs Performance