ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
Florida (REGENCY CENTERS CORPORATION)
59-3191743
Delaware (REGENCY CENTERS, L.P.)
59-3429602
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Independent Drive, Suite 114
Jacksonville, Florida32202
(904) 598-7000
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 par value
REG
The Nasdaq Stock Market LLC
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
REGCP
The Nasdaq Stock Market LLC
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
REGCO
The Nasdaq Stock Market LLC
Regency Centers, L.P.
Title of each class
Trading Symbol
Name of each exchange on which registered
None
N/A
N/A
Securities registered pursuant to Section 12(g) of the Act:
Regency Centers Corporation: None
Regency Centers, L.P.: Units of Partnership Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act
Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Regency Centers Corporation:
Large accelerated filer
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Accelerated filer
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Emerging growth company
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Non-accelerated filer
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Smaller reporting company
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Regency Centers, L.P.:
Large accelerated filer
☐
Accelerated filer
☐
Emerging growth company
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Non-accelerated filer
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Smaller reporting company
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If an emerging 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Regency Centers Corporation Yes ☐ No ☒Regency Centers, L.P. Yes ☐ No ☒
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
The number of shares outstanding of the Regency Centers Corporation’s common stock was 182,906,561 as of February 10, 2026.
Documents Incorporated by Reference
Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2026 Annual Meeting of Shareholders, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.
EXPLANATORY NOTE
This Annual Report on Form 10-K (this "Report") combines the annual reports on Form 10-K for the year ended December 31, 2025, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company, the Operating Partnership and their controlled subsidiaries, collectively.
The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of December 31, 2025, the Parent Company owned approximately 97.9% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the "Series A Preferred Units") and the 5.875% Series B Cumulative Redeemable Preferred Units (the "Series B Preferred Units"). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the "Preferred Units."
The Company believes combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:
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Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
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Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
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Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates the Parent Company and the Operating Partnership as a single business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company, and officers and employees of the Operating Partnership.
The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not directly hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the guarantor of the Parent Company's $200 million unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units.
Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of the general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risk factors, including, without limitation, risk factors relating to:
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The Current Economic and Geopolitical Environments
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Pandemics or Other Health Crises
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Operating Retail-Based Shopping Centers
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Real Estate Investments
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The Environment Affecting Our Properties
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Corporate Matters
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Our Partnerships and Joint Ventures
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Funding Strategies and Capital Structure
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Information Management and Technology
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Taxes and the Parent Company’s Qualification as a REIT
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The Company’s Stock,
as more specifically described in "Item 1A. Risk Factors"of this Report. When considering an investment in our securities, you should carefully read the risk factors described in Item 1A and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the Securities and Exchange Commission ("SEC"). If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.
Certain forward-looking and other statements in this Annual Report on Form 10-K, or other locations, such as on our corporate website, may also contain references to various corporate responsibility or environmental, social, and governance ("ESG") standards and frameworks, which are used or followed by certain of our investors. These standards and frameworks are often reliant on third-party information or methodologies that are subject to evolving expectations and practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to changes in the expectations of our investors, the requirements of these standards and frameworks, availability of information, our business, and applicable governmental law or policies, or other factors, some of which may be beyond our control.
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PART I
Item 1. Business
Regency Centers Corporation is a fully integrated real estate company and self-administered and self-managed real estate investment trust that began its operations as a publicly-traded REIT in 1993. Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. Regency Centers, L.P. is a subsidiary through which Regency Centers Corporation conducts substantially all of its operations, and which owns, directly or indirectly, substantially all of its assets. Our business consists of acquiring, developing, owning, and operating income-producing retail real estate principally located in suburban trade areas with compelling demographics within the United States of America ("USA" or "United States"). We generate revenues by leasing space to necessity, service, convenience, and value-based retailers serving the essential needs of our communities. Regency has been an S&P 500 Index member since 2017.
As of December 31, 2025, we had full or partial equity ownership interests in 481 properties, primarily anchored by market leading grocery stores, encompassing approximately 58.4 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is approximately 50.5 million SF, including our share of properties owned through unconsolidated real estate partnerships.
We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.
Our values:
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We are our people: Our people are our greatest asset, and we believe that our highly skilled and talented team makes us better.
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We do what is right: We act with unwavering standards of honesty and integrity.
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We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.
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We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.
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We strive for excellence: When we are passionate about what we do, it is reflected in our performance.
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We are better together: When we listen to each other and our customers, we will succeed together.
Our goals are to:
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Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored primarily by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We believe that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income ("NOI");
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Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers;
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Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns; and
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Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile.
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Key strategies to achieve our goals are to:
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Generate same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center peers;
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Reinvest free cash flow and portfolio enhancement disposition proceeds into high-quality developments, redevelopments and acquisitions in a long term accretive manner;
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Maintain a conservative balance sheet that provides liquidity, financial flexibility and cost-effective funding of investment opportunities, while also managing debt maturities that enable us to weather economic downturns;
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Responsibly pursue investor and business-driven corporate responsibility practices; and
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Attract, retain, and engage an exceptional team with a range of skills and experiences that is guided by our values while fostering an environment of innovation and continuous improvement.
Competition
We are among the largest owners of shopping centers in the USA based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in our line of business that compete with us in our targeted markets, including grocery store chains that own shopping centers and also anchor some of our shopping centers. This dynamic results in competition for attracting tenants as well as acquiring existing shopping centers and new development sites. In addition, brick and mortar shopping centers face continued competition from alternative shopping and delivery methods. We believe that our competitive advantages are driven by:
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the market areas in which we operate, and the locations of our shopping centers within those trade areas;
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the quality of our shopping centers including our strategy of maintaining and renovating these centers to our high standards;
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the compelling demographics surrounding our shopping centers;
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our relationships with our anchor, shop, and out-parcel tenants;
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our experienced leadership team and cycle-tested expertise; and
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our ability to successfully develop, redevelop, and acquire shopping centers.
Corporate Responsibility and Human Capital
We strive to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. This is essential for our business and our tenants' businesses. For this reason, corporate responsibility is a foundational strategy of Regency. We believe that alignment of strategy and business sustainability is critical to the long-term success of our Company, our shareholders, the environment, and the communities in which we operate. To achieve this alignment, our corporate responsibility strategy and practices are built on four pillars:
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Our People;
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Our Communities;
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Ethics and Governance; and
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Environmental Stewardship.
These practices are guided by three overarching concepts: long-term value creation, our Regency brand and reputation, and the importance of maintaining our culture, which has been a crucial driver of our long-term success. Our continued commitment to these concepts helps to guide our business strategy, and identify and focus on key corporate responsibility-related drivers that we expect to contribute to our future success.
We regularly review our corporate responsibility strategies, goals, and objectives under these four pillars with our Board of Directors (or the "Board") and its committees, which oversee our programs. More information about our corporate responsibility strategy, goals, performance, and reporting, including our annual Corporate Responsibility Report, and our related policies and practices is available on our website at www.regencycenters.com. The content of our website and other information contained therein, including relating to corporate responsibility, is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
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With respect to each of these four pillars:
Our People – Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance to the Company's success of attracting and retaining talented individuals with different skills, backgrounds, and experiences to encourage diversity of thought and ideas. In addition, we strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their personal and professional development through training and education opportunities.
As of December 31, 2025, we had 507 employees, including 4 part-time employees. We presently maintain 27 market offices nationwide, including our corporate headquarters in Jacksonville, Florida. None of our employees are represented by a collective bargaining unit, and we believe our relationship with our employees is good.
Our strategy focuses on promoting and advancing high-quality skills and experiences across our organization. The goals of this strategy are to attract, recruit, and retain a talented group of employees to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term strategic, operational and financial success of the organization. Furthermore, aligned with our near-and long-term human capital goals, we remained focused on employee engagement, leveraging our annual employee survey to identify opportunities to improve and further engage our people.
Culture - We believe that much of our success is rooted in our teams and our commitment to a vibrant and welcoming culture. We continue to foster a culture in which everyone is respected, valued, and has an opportunity to contribute and thrive.
Human Rights – Regency is committed to a workplace free from discrimination and harassment and is focused on advancing fundamental human rights. Anti-discrimination and anti-harassment training is provided to all employees at orientation, and annually thereafter.
Talent Attraction and Retention – Our core values place a strong importance on our people, which are our greatest asset and whom we believe make us an employer of choice. We understand the importance of attracting and retaining the best talent to sustain our history of success and build long-term value. We strive to offer some of the most competitive compensation and benefits in the industry in which we operate and are continually looking for new opportunities to ensure that we attract and retain our people.
Training and Development – We strive to provide an environment where our people are connected to their teams, passionate about what they do, and supported to deliver their best efforts and results. From individual contributors to managers and senior leaders, we want to empower our employees to take control of their career growth and realize their full potential through meaningful training and development opportunities.
Health, Safety, and Well-Being – The safety, health, and well-being of our people are a top priority for Regency. We strive to provide a benefit package that is comprehensive, competitive, and thoughtfully designed to attract and retain the best in the industry. We prioritize employee safety at our centers and offices, and require contractors working at our sites to engage in safe work practices.
Our Communities – Our predominately grocery-anchored neighborhood and community shopping centers provide many benefits to the communities in which we live and work, including significant local economic impact in the form of investment, jobs, and taxes. Our local teams are passionate about investing in and engaging with our communities as they customize and curate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience. We are continually reinvesting in our centers, to enhance placemaking and the overall environment for our tenants and shoppers.
We believe philanthropy and charitable giving are important elements of our commitment to the communities in which we operate. Throughout 2025, Regency supported its employees to serve and invest in community organizations through volunteer and financial support. Charitable contributions were made directly by the Company, as well as by the vast majority of our employees who donated their time and money to local non-profits directly serving their communities.
Ethics and Governance – As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.
To continue to strive for the best achievable mix of skills, experience, backgrounds, tenures, competencies, and other personal and professional attributes, Regency’s Board of Directors annually reviews its overall composition and succession planning process to ensure that it aligns with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.
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Environmental Stewardship – We believe that the resilience and sustainability of our assets and business is in the best interest of our investors, tenants, employees, and the communities in which we operate. We have identified specific strategic priorities and practices intended to further these goals and mitigate the risks to Regency’s assets and business: green building, energy efficiency, electric vehicle charging stations, renewable energy, greenhouse gas emissions ("GHG") reduction, water conservation, waste management, and mitigating the effect of climate change as it applies to our real estate portfolio. These strategic priorities support our achievement of key financial and business objectives, while at the same time positively impacting environmental concerns such as climate change, resource scarcity and pollution (including GHG emissions reduction).
Throughout 2025, we continued to collaborate closely with our tenants to mitigate their operational environmental impacts, for our mutual business and financial benefit. Our target aims to reduce our absolute Scope 1 and 2 GHG emissions by 28% by 2030, measured against a 2019 baseline year, and to achieve net-zero Scope 1 and 2 GHG emissions across all operations by 2050. In addition, the Company has established targets to enhance energy efficiency, manage water and waste responsibly and invest in renewable energy sources and electric vehicle charging stations. These targets reflect input from our investors and tenants. Regency’s progress towards these targets, together with our overall resilience and sustainability strategy, are further described in our Corporate Responsibility Report, which report is made available on our web site but is not incorporated into or deemed part of this documents by reference hereto. Based on our current estimates and asset base, we do not expect the pursuit of these targets to materially impact our operating results and financial condition in the near term.
As a long-term owner, operator, and developer of real estate, often in coastal and other environmentally sensitive areas, we acknowledge the potential for climate change to have a material impact on our properties and long-term success as a business. Regency wants to ensure that our properties can safely, sustainably, responsibly and profitably withstand the test of time. We continue to refine our understanding of our exposure to climate-related impacts by conducting ongoing property-level analysis as well as the risks that climate change may pose to our business.
Compliance with Governmental Regulations
We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such requirements, or the interpretation of such requirements by applicable regulatory bodies or the judiciary, may result in unanticipated material financial impacts or adverse tax consequences and could materially affect our operating results and financial condition. Significant regulatory requirements include the laws and regulations described below.
REIT Laws and Regulations
We have elected to be taxed as a REIT under the federal income tax laws. As a REIT, we are generally not subject to federal income tax on taxable income that we distribute to our shareholders. Under the Internal Revenue Code (the "Code"), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year, excluding any net capital gains. We will be subject to regular U.S. federal corporate income tax to the extent that we distribute less than 100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. In addition, we may be subject to certain state and local income and franchise taxes. If we fail to qualify as a REIT, distributions to stockholders will not be deductible by us, we will not be required to distribute any amounts to our stockholders, and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. We will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost.
We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries ("TRS"). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes which, to date, have not been material to us.
Environmental Laws and Regulations
Under various federal, state and local laws, ordinances and regulations (collectively, "environmental laws"), we may be liable for some or all of the cost to assess and remediate certain hazardous substances at our shopping centers. To the extent any environmental issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, automotive repair shops, and other similar businesses at our centers, as well as the presence of asbestos in some structures. These environmental laws often impose liability without regard to whether the owner knew of, or committed the acts or omissions that caused the presence of the hazardous substances. The presence of such substances, or the failure to properly address contamination caused by such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral, and could result in claims by and liabilities to third parties relating to contamination that emanated from our properties. Although we have a number of properties that could require or are currently undergoing varying levels of assessment and remediation, known environmental liabilities are not currently expected to have a material impact on our financial condition.
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Information About Our Executive Officers
Our executive officers are appointed by our Board of Directors and each of our executive officers has been employed by us for more than five years. As of the date of this Report, our executive officers are:
Name
Age
Title
Executive Officer in Position Shown Since
Martin E. Stein, Jr.
73
Executive Chairman of the Board of Directors
2020 (1)
Lisa Palmer
58
President and Chief Executive Officer
2020 (2)
Michael J. Mas
50
Executive Vice President, Chief Financial Officer
2019 (3)
Alan T. Roth
50
East Region President & Chief Operating Officer
2023 (4)
Nicholas A. Wibbenmeyer
45
West Region President & Chief Investment Officer
2023(5)
(1)
Mr. Stein was appointed Executive Chairman of the Board of Directors effective January 1, 2020. Prior to this appointment, Mr. Stein served as Chief Executive Officer from 1993 through December 31, 2019 and Chairman of the Board since 1999.
(2)
Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as President, a position she has held since January 2016. Prior to this appointment, Ms. Palmer served as Chief Financial Officer since January 2013. Prior to that, Ms. Palmer served as Senior Vice President of Capital Markets since 2003 and has been with the Company since 1996.
(3)
Mr. Mas was named Executive Vice President, Chief Financial Officer effective August 2019. Prior to this appointment, Mr. Mas served as Managing Director, Finance, since February 2017, and Senior Vice President, Capital Markets, since 2013, and has been with the Company since 2003.
(4)
Mr. Roth was named East Region President & Chief Operating Officer, effective January 1, 2024. Prior to this appointment, Mr. Roth served as Executive Vice President, National Property Operations and East Region President, since 2023, and Senior Managing Director, East Region since 2020. Prior to that, he served as Managing Director Northeast Region since 2016 and has been with the Company since 1997.
(5)
Mr. Wibbenmeyer was named West Region President & Chief Investment Officer, effective January 1, 2024. Prior to this appointment, Mr. Wibbenmeyer served as Executive Vice President, West Region President since 2023 and Senior Managing Director, West Region since 2020. Prior to that, he served as Managing Director of Florida and the Midwest Region since 2016, and has been with the Company since 2005.
Company Website Access and SEC Filings
Our website may be accessed at www.regencycenters.com. Our filings with the SEC can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.
General Information
Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, LLC ("Broadridge"), Edgewood, NY.
The Company's stock is listed on the NASDAQ Global Select Market, with its common stock traded under the ticker symbol "REG," and the Company's 6.250% Series A Cumulative Redeemable Preferred Stock, and 5.875% Series B Cumulative Redeemable Preferred Stock trade under the ticker symbols "REGCP," and "REGCO," respectively.
Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida, Firm ID 185.
Non-GAAP Financial Measures
In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP financial measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP financial measures to determine how best to provide relevant information to the public, and thus such reported measures could change.
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We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.
Our non-GAAP financial measures include the following:
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Adjusted Funds From Operations ("AFFO") is an additional performance measure we use that reflects cash available to fund the Company’s business needs and distribution to shareholders. AFFO is calculated by adjusting Core Operating Earnings ("COE") for (i) capital expenditures necessary to maintain and lease our portfolio of properties, (ii) debt cost and derivative adjustments and (iii) stock-based compensation.
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Core Operating Earnings is an additional performance measure we use because the computation of Nareit Funds from Operations ("Nareit FFO") includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other amounts as they occur.
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Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated real estate investment partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.
Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations.
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Net Operating Income ("NOI") is the sum of base rent, percentage rent, termination fee income, tenant recoveries, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, termination expense, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.
Management believes that NOI is a useful measure for investors because it provides insight into the core operations and performance of our properties, independent of the capital structure, financing activities, and non-operating factors. By focusing on property-level performance, NOI allows investors to compare the performance of our real estate assets across periods and with those of other REIT peers in the industry, facilitating a clearer understanding of trends in occupancy, rental income, and operating expense management. In addition to its relevance for investors, management uses NOI as a key performance metric in making operational and strategic decisions. NOI is used to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, redevelopments, and investments in capital improvements.
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Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate investment partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP financial measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.
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The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated real estate investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
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The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
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Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.
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Pro-rataSame Property NOI is a key non-GAAP financial measure commonly used by REITs to evaluate operating performance. It is calculated on a proportionate ownership basis for properties held during the comparable reporting periods, excluding revenue and expenses related to non-same properties during the applicable periods. Management believes this measure provides investors with a useful and consistent comparison of the Company’s operating performance and trends. Management uses Pro-rata Same Property NOI as a supplemental measure to assess property-level performance, excluding the effects of corporate-level expenses, financing costs, and non-operating activities. This measure allows investors to evaluate trends in revenue and expense growth for properties that have been consistently operated during the periods.
Other Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand, and evaluate our operational results, and are included in this document:
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Anchor Space is space equal to or greater than 10,000 square feet in a Retail Operating Property.
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Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.
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A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.
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Property In Development includes properties in various stages of ground-up development.
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Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
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Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to the project, or (ii) the property features at least two years of anchor operations, if applicable.
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Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
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Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.
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Shop Space is space under 10,000 square feet in a Retail Operating Property.
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Item 1A. Risk Factors
Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and submissions to the SEC, which provide additional information and detail. If any of the events described in the following risk factors actually occur, our business, financial condition and/or operating results, as well as the market price of our securities, could be materially adversely affected.
Risk Factors Related to the Current Economic and Geopolitical Environment.
Macroeconomic, political, and geopolitical conditions and governmental policies may adversely impact consumer confidence and spending and the businesses of our tenants and could, in turn, adversely impact our business.
Our business, and the businesses of our tenants, are significantly influenced by overall economic conditions and consumer spending in the United States. A variety of macroeconomic, political, and geopolitical factors, driven in some cases by governmental policy decisions, individually or in the aggregate, could adversely affect the operating environment for retailers and service providers, including increasing the potential for a recession. These factors include federal budgetary and spending policies, actions taken by the Board of Governors of the Federal Reserve System (the "U.S. Federal Reserve"), inflationary pressures, changes in interest rates, energy price changes, labor availability and shortages (including those influenced by governmental immigration policies), supply chain disruptions, tightening credit markets, decreases in consumer confidence and discretionary spending, increases in unemployment and broader uncertainty in the macroeconomic outlook and capital markets.
Geopolitical events and United States governmental policies relating thereto could also impact our business and the businesses of our tenants. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other countries), entry into and termination of treaties and trade agreements, and economic sanctions. In addition, geopolitical conflicts, including the war involving Russia and Ukraine, conflicts and instability in the Middle East and Venezuela, geopolitical conflicts in other regions, and economic or political tensions with trading partners including China (including any slowing of its economy), could adversely impact the businesses of our tenants and, hence, our business, It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effect they may have on global political and economic conditions over the long term.
The individual or aggregate impact of any or all of these events, conditions and policy decisions may reduce consumer spending, increase our tenants’ operating costs, reduce demand for their products or services, impact their access to labor or credit, and impair their ability to meet their lease obligations. In turn, this could negatively affect the overall market for retail space, resulting in decreased demand for space in our centers, which could result in reduced leasing activity, downward pressure on rents that we are able to charge to new or renewing tenants and higher vacancy levels, such that future rent collection and recovery of operating expenses could be adversely impacted and uncollectible rent income could increase. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of either or both may become more limited. All of this, individually or in the aggregate, could adversely impact our results of operations, cash flows, and the financial condition of the Company.
Changes in interest rates may adversely impact our cost to borrow, real estate valuation, stock price, and ability to raise capital through issuance of debt and equity.
The U.S. Federal Reserve has changed its benchmark federal funds rate at different times since 2021. Currently, the federal funds rate remains elevated as compared with the 2010-2020 period. The federal funds rate has historically been adjusted by the U.S. Federal Reserve to address its perception of economic conditions, including inflation and the jobs market.
Although the U.S. Federal Reserve has more recently reduced the federal funds rate, the future direction, magnitude, and pace of interest rate changes as always remain uncertain. Prolonged periods of elevated or volatile interest rates may adversely impact our cost of borrowing. While a significant amount of our outstanding debt has fixed interest rates, we also borrow funds at variable interest rates under the Line. As of December 31, 2025, less than 2.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition to our exposure to variable-rate debt, we have approximately $348.3 million and $752.1 million of consolidated fixed rate debt maturing in 2026 and 2027 that we expect to refinance, in whole or part, by accessing the public and/or private debt markets. If interest rates are elevated or volatile at the time these obligations are refinanced, the cost of issuing new debt could be materially higher than our maturing debt, which would increase our overall cost of capital and adversely affect our liquidity, results of operations, and cash flows.
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Prolonged periods of high interest rates may also negatively impact the capitalization rates applied by investors when analyzing the valuation of our real estate asset portfolio. This could result in a decline in our stock price and market capitalization, which may adversely impact our ability to raise equity capital on acceptable terms through sales of our common shares, including through our At the Market ("ATM") program, which we have historically used from time to time to refinance debt, fund acquisition, development and redevelopment investments, and for general corporate purposes.
Unfavorable developments that may affect the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.
Liquidity constraints or lack of available credit, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us and our tenants to acquire financing on acceptable terms or at all. Additionally, our critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.
Any decline in available funding, lack of credit in the commercial real estate market, or access to cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us, our tenants or our critical vendors and business partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.
Risk Factors Related to Pandemics or other Public Health Crises
Pandemics or other public health crises, may adversely affect our tenants' financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease obligations could be negatively impacted by the disruptions and uncertainties of a pandemic or other public health crises. Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and as it relates to the Company, their ability to comply with their lease obligations. Therefore, our future results of operations and overall financial performance could be uncertain should a pandemic or other public health crises occur.
Risk Factors Related to Operating Retail-Based Shopping Centers
Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up, as well as autonomous delivery systems, may adversely impact our revenues, results of operations, and cash flows.
Retailers with brick and mortar stores face the risk of the impact of e-commerce and changes in customer buying habits, including shopping from home, the delivery or curbside pick-up of items ordered online, and various experimental retail experiences. Retailers are constantly considering these customer buying habits and other trends when making decisions regarding their brick and mortar stores and how they will compete and innovate in a rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods which have historically been less likely to be purchased online; however, the continuing change in customer buying habits, including e-commerce sales in all retail categories may cause retailers to adjust the size or number of their retail locations in the future or close stores. For example, our grocer tenants are incorporating e-commerce concepts through third-party delivery platforms, home delivery and curbside pick-up, which could reduce foot traffic at our centers. Autonomous delivery systems, drone deliveries, and robotic fulfillment centers could also reduce the need for strategically located retail space.
In addition, while our grocery tenants span a range of different formats, traditional grocers have seen, and may continue to see, loss of business to non-traditional grocers (such as Walmart, and Target), "discount grocers" (such as Aldi and Dollar General) and "specialty grocers" (such as Whole Foods, Trader Joe's and Fresh Market), which may also impact foot traffic at some of our centers. These alternative delivery methods, formats and shift in shopping preferences could be more likely to impact foot traffic at our centers in certain higher-income markets where consumers are willing to pay premiums for such services. Changes in customer buying habits and shopping trends may also impact the profitability and financial condition of retailers that do not adapt to changes in market conditions, and therefore may impact their ability to pay rent.
Any or all of these trends, technological changes and offering of different retail options and experiences may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows.
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Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.
Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. Our real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 24.8% 19.7%, and 12.6% of our annualized base rent ("ABR"), respectively. Our revenues and cash flow may be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate more significantly in these states compared to other geographic areas. Additionally, there is a risk that businesses and residents in major metropolitan cities may relocate to different states or suburban markets.
Our success depends on the continued presence and success of our "anchor" tenants.
"Anchor Tenants" (tenants occupying Anchor Spaces) operate large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the attraction and success of other tenants by drawing shoppers to the property. Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant Anchor Tenant:
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becomes bankrupt or insolvent;
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experiences a downturn in its business or profitability;
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shifts its capital allocation away from brick and mortar formats;
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materially defaults on its leases;
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does not renew its leases as they expire;
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renews at lower rental rates and/or requires a tenant improvement allowance; or
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renews but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to re-lease the vacated space.
Due to their desirability as tenants, sought-after Anchor Tenants often exercise considerable leverage in lease negotiations and may obtain favorable provisions relative to other tenants. For example, some Anchor Tenants have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated Anchor Space, including space that may be owned by the Anchor Tenant (as discussed below), can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. In addition, if a significant tenant vacates a property, so-called "co-tenancy clauses" in select leases may allow other tenants to modify or terminate their rent payment or other lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.
Additionally, some of our shopping centers are anchored by retailers who own their space in a location that is not strictly within the boundaries of, or is immediately adjacent to, our shopping center ("shadow anchors"). In those cases, the shadow anchors appear to the consumer as a retail tenant of the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow Anchor Space becomes vacant, it could negatively impact our center as consumer traffic would likely be reduced.
A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants are not successful, or if the demand for the types or mix of tenants significantly change.
At December 31, 2025, tenants with fewer than three locations ("Local Tenants") represent approximately 21% of annualized base rent. Local Tenants vary from retail shops and restaurants to service providers. These Local Tenants may be more vulnerable to unfavorable economic conditions and changing customer buying habits and retail trends than larger tenants, and may have more limited resources and access to capital than national or regional tenants. As such, in the event of a downturn in economic conditions, governmental policy changes or adversely changing retail habits and trends, they may suffer disproportionately greater impacts and be at greater risk of lease default than other tenants.
We may be unable to collect balances due from tenants in bankruptcy.
Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or all of their leases and close related stores. In addition, any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold (and at times in the past that has been the case). Additionally, we have incurred, and in the future may incur, significant expense to recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy
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and rejects its leases, we have in the past experienced, and may experience in the future, a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant.
Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases.
Certain costs and expenses associated with operating our properties, such as real estate taxes, insurance, utilities and common area expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances. For example, in recent years we have seen material increases in the cost of insurance for our properties. As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such adverse circumstances and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows, operating results and financial performance may be adversely impacted.
Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have an adverse effect on us.
All of our properties are required to comply with the Americans with Disabilities Act (the "ADA"), which generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements has in the past, and may in the future require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations and building codes as they may be adopted by governmental entities and become applicable to the properties. Costs to be in compliance with the ADA or any other building, fire, and safety regulations could have a material negative impact on our results of operations.
Risk Factors Related to Real Estate Investments
Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.
Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be recoverable, which may result in impairment. We periodically evaluate whether there are any indicators, including declines in property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable and therefore may be impaired. Our evaluation includes several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our investment, redevelopment, and disposition strategies or changes in the market where an asset is located may alter management's intended holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to our financial condition or operating performance.
The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand, competition and other relevant criteria, and therefore are subject to management judgment. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.
These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in the future related to our assets.
We face risks associated with development, redevelopment, and expansion of properties.
We actively pursue opportunities for new retail development and existing property redevelopment and/or expansion. Development and redevelopment activities frequently require various government and other approvals for land use entitlements, and any delay in receiving such approvals may significantly delay development and redevelopment projects. We may not recover our investment in our projects for which approvals are not received, and delays may adversely impact our expected returns. Additionally, changes in political leaders due to elections and/or in governmental policies relating to development may impact our ability to obtain favorable approvals for in-process and future developments and redevelopment projects.
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We are subject to other risks associated with development and redevelopment projects, including the following:
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we may be unable to lease newly developed or redeveloped projects to full occupancy on a timely basis;
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the occupancy rates and rents of a completed project may not be sufficient to make the project profitable, or otherwise not meet our investment return expectations;
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actual costs of a project may exceed original estimates, possibly making the project unprofitable, or not meet our investment return expectations;
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delays in the development or construction process, including supply chain disruption, may increase our costs;
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construction cost increases may reduce investment returns on development and redevelopment opportunities, or require us to postpone or abandon a project or projects;
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we may abandon development or redevelopment opportunities and lose our investment due to adverse market conditions;
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the size of our development and redevelopment pipeline may strain our labor or capital capacity to complete the development and redevelopment projects within targeted timelines and may reduce our investment returns;
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a reduction in the demand for new retail space may reduce our future development and redevelopment activities, which in turn may reduce our NOI; and
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changes in the level of future development and redevelopment activity may adversely impact our results of operations by reducing the amount of internal overhead costs that may be capitalized.
We face risks associated with the development of mixed-use commercial properties.
If we engage in more complex acquisitions and mixed-use development and redevelopment projects, there could be more unique risks to our return on investment. Mixed-use projects refer to real estate projects that, in addition to retail space, may also include space for residential, office, hotel or other commercial purposes. We have less experience in developing and managing non-retail real estate than we do retail real estate. As a result, if a development or redevelopment project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer, or partner with a developer.
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If we decide to develop the non-retail components ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate, but also to risks associated with developing, owning, operating or selling non-retail real estate, including but not limited to more complex entitlement processes and multiple-story buildings. These unique risks may adversely impact our return on investment in these mixed-use development projects.
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If we sell the non-retail components, our retail component will be impacted by the decisions made by the other owners, and actions of those occupying the non-retail spaces in these mixed-use properties.
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If we partner with a developer, it makes us dependent upon the partner's ability to perform and to agree on major decisions that impact our investment returns of the project. In addition, there is a risk that the non-retail developer may default on its obligations necessitating that we complete the other components ourselves, including providing necessary financing.
We face risks associated with the acquisition of properties.
Our investment strategy includes investing in high-quality shopping centers that are leased to market-leading grocers, category-leading anchors, specialty retailers, and/or restaurants located in areas with above average household incomes and population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may adversely affect our results of operations and cash flows:
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properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we estimate, which may result in the properties' failure to achieve expected investment returns;
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we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations and platform;
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our investigation of an entity, property or building prior to our acquisition, and any representation we may have received from such seller, may fail to reveal various liabilities including defects, necessary repairs or environmental matters requiring corrective action, which may increase our costs;
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our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which may result in the property failing to achieve our projected return, either temporarily or permanently;
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we may not recover our costs from an unsuccessful acquisition;
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our acquisition activities may distract or strain our management capacity; and
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acquired properties may be located in markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office and unfamiliarity with local governmental and permitting procedures.
We may be unable to sell properties when desired because of market conditions.
Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they may not be readily convertible to cash. Market conditions, including macroeconomic events, interest rate changes, capital availability, and pandemics and other health crises, may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our properties, including properties held in joint ventures, in response to changes in economic, industry, financial market, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment.
Changes in tax laws could impact our acquisition or disposition of real estate.
Certain properties we own have a low tax basis, which may result in a meaningful taxable gain in the event of a sale. Where appropriate and available, we utilize, and intend to continue to utilize, Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws do not eliminate the benefits of effectuating 1031 exchanges or significantly modify the requirements for a transaction to qualify for 1031 exchange treatment. In the event that we cannot or do not utilize 1031 exchanges when we sell certain properties, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments or other priorities.
Risk Factors Related to the Environment Affecting Our Properties
Climate change may adversely impact our properties, some of which may be more vulnerable due to their geographic location, and may lead to additional compliance obligations and costs.
We work with experts to plan for the potential physical, operational and financial impacts of climate change on our business, and we cannot reliably predict the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns and natural disasters, our properties in certain markets may experience increases in frequency and intensity of severe weather events, natural disasters and rising sea‑levels. Further, population migration may occur in response to these or other factors and negatively impact our centers. For example, climate and other environmental changes may result in more unpredictable or decreased demand for retail space and in shopper traffic at certain of our properties, reduced rent and/or, in extreme cases, our inability to operate certain properties at all.
In addition, a significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, floods, tornadoes, wildfires, droughts, extreme temperatures, sea-level rise, and other natural disasters and severe weather events that could be exacerbated by climate change. At December 31, 2025, 20.2% of the GLA of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally, 21.5% and 7.8% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance premiums and other related costs for properties in these areas have increased significantly in recent years, and more frequent and intense weather conditions and natural disasters may cause property insurance premiums and other related costs to further increase significantly in the future. We recognize that the frequency and/or intensity of extreme weather events and other natural disasters may continue to increase, and as a result, our exposure to these events may increase, especially in these particularly susceptible locations. Severe weather conditions and other natural disasters may disrupt our business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the ability or willingness of tenants and residents to remain in or move to these affected areas.
In addition to the potential physical, operational and financial impacts to our business, we also cannot reliably predict how the federal government and the state and local governments in the areas in which we operate will respond to the risks associated with climate change. Certain states in which we own and operate shopping centers, such as the State of California, have passed legislation that requires reporting on climate related financial-risk and greenhouse gas ("GHG") emissions, or may require, for example, overall reductions by the state of GHG emissions (which may, in turn, result in future legal obligations on business operators like us). In addition, anti-climate change advocates, as well as certain state attorneys general, have also commenced investigations and brought legal challenges relating to corporate climate initiatives and commitments. Also, through one or more executive orders issued by the president and policy implementation by executive branch agencies, the federal government has implemented policy changes intended to de-emphasize climate change and initiatives relating to its mitigation. Additional state and federal laws, rules and legal challenges
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with respect to climate change may be enacted or brought in the future, and the extent and scope of their requirements and impact on companies like Regency are unknown. While many of our investments relating to GHG emission reduction, energy efficient lighting, building systems upgrades, clean energy installations, water usage reduction and other similar initiatives provide favorable returns and contribute to the resilience of our assets and sustainability of our business, compliance with numerous, potentially fragmented current and future laws and regulations related to perceived risks of climate change has required us to make additional investments and incur additional costs, as well as to implement new or additional processes and controls to facilitate better disclosure and meet compliance and disclosure obligations, and we expect this to continue into the future.
In sum, taking these risks and potential impacts together, climate change may materially and adversely impact our business by increasing the cost to operate our properties, for example, with respect to infrastructure and facilities construction and maintenance, energy, insurance (and, potentially, the incurrence of uninsured losses), taxes, consultants and advisors, and other unforeseen fees, costs and expenses. We may also face disruptions to our business and the businesses of our tenants, which may result in higher costs or even some tenants being unable to conduct business in certain locations. In addition, we face the risk of the impacts of current, proposed and future legislative, regulatory and other governmental policy-related requirements in response to the perceived risks of climate change, as well as the expectations of investors, lenders and other stakeholders as to disclosures and responses relating to climate-related matters. At this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change and our responses to it will not have a material and adverse effect on the value of our properties and our operational and financial performance in the future.
Costs of environmental remediation may adversely impact our financial performance and reduce our cash flow.
Under various federal, state, and local laws, an owner or manager of real property may be liable for some or all the costs to assess and remediate the presence of hazardous substances on the property, which in our case most typically arise from current or former dry cleaners, gas stations, automotive repair shops, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous substances, which may adversely impact our financial performance and reduce our cash flow. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our ability to sell or lease the property, or borrow using the property as collateral. We can provide no assurance that we are aware of all potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us.
Risk Factors Related to Corporate Matters
An increased and differing focus on metrics and reporting related to environmental, social and governance ("ESG") factors by investors, lenders and other stakeholders may impose additional costs and expose us to new risks.
Many investors, lenders and other stakeholders are focused on understanding how companies report on and address a variety of ESG factors, including institutional investors who hold a significant amount of the equity and debt of the Company. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems and frameworks that have been developed by third parties (such as TCFD and GRESB) to allow ESG comparisons between companies. Although we participate in some of these ratings systems, we do not participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot guarantee that we will be able to score well in the future. We supplement our participation in ratings systems by disclosing on our website information about our initiatives and activities, but some investors may desire additional disclosures that we do not provide. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures or engage in certain ESG-related initiatives and actions could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital.
ESG disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. Failure to realize (or timely achieve progress on) aspirational goals and targets could adversely affect the views of our investors, third-party ESG ratings organizations and other stakeholders, thereby potentially adversely impacting our reputation, our business and stock price (to the extent that demand for our stock declines). We may also face scrutiny by anti-ESG stakeholders for having such goals or targets, or for our participation in ESG rating or other systems. Moreover, we expect investor, lender and other stakeholder pressure to comply with these voluntary disclosure frameworks to continue, irrespective of climate-related policy decisions by the federal government. Failure to comply with government climate and other ESG-related regulations could also subject us to significant fines and penalties, including risk of litigation, as well as negative perception by stakeholders. In addition, both advocates and opponents of certain ESG matters may resort to a range of activism forms, including media campaigns, shareholder proposals, and litigation, to advance their objectives. To the extent we are subject to such activism, it may adversely impact our business.
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An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties.
We carry liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses, such as losses from named windstorms, hurricanes, earthquakes, flooding, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance coverage. In addition, it is possible that the availability of insurance coverage in certain geographic areas may decrease in the future or become unavailable to us, and the cost to procure such insurance may increase due to lack of market availability or other factors beyond our control. As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure or otherwise assume some or all of this risk through deductibles, retentions and other risk-sharing structures. Should a loss occur at any of our properties that is in excess of the insurance limits of our policies, we may lose part or all of our invested capital and revenues from the impacted property or properties, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.
Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage, destruction or loss. Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and adversely affect our results of operations. To the extent that our tenants are affected by such attacks and threats of violence, their businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases.
Failure to attract and retain key personnel may adversely affect our business and operations.
The success of our business depends, in significant part, on the leadership and performance of our executive management team and other key personnel, and our ability to attract, retain and motivate talented employees may significantly impact our future performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive management team and other key personnel or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any key personnel may have an adverse effect on us.
Risk Factors Related to Our Partnerships and Joint Ventures
We do not have voting control over all of the properties owned in our real estate partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued.
We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. However, these investments, and other future similar investments may involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or objectives.
These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in a premature termination of the applicable partnership or joint venture, or potentially litigation or arbitration, that may increase our investment and related risk as well as our costs and expenses associated with the investment, and distract management from sufficiently focusing their time and efforts on others areas of our business. In addition, we risk the possibility of being held liable for the actions of our partners or other owners. These factors may limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.
The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.
If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property management, leasing and construction management fees from these partnerships as well as the operating income of the properties, which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby losing the operating income and cash flow.
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Risk Factors Related to Funding Strategies and Capital Structure
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties, which may adversely affect results of operations and financial condition.
As part of our funding strategy, we sell properties that no longer meet our strategic objectives or investment standards and/or those with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of other properties, and new developments and redevelopments. An increase in market capitalization rates (which may or may not be driven by an increase in interest rates) or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. Additionally, the sale of properties resulting in significant tax gains may require higher distributions to our stockholders or payment of additional income taxes in order to maintain our REIT status.
We depend on external sources of capital, which may not be available in the future on favorable terms or at all.
To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of equity capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding lenders willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.
In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage.
Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.
Our debt financing may adversely affect our business and financial condition.
Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make required mortgage loan payments, the mortgagee may foreclose on the property securing the mortgage.
Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.
Our unsecured notes and unsecured line of credit (the "Line") contain customary covenants, including compliance with financial ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes and the Line, are cross-defaulted, which means that the lenders under those debt arrangements can require immediate repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any default under our debt covenants may have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.
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Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us.
We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These arrangements involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results of operations.
Risk Factors Related to Information Management and Technology
The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data, or of Regency's proprietary or confidential information stored in our information systems or by third parties on our behalf, could impact operations, and expose us to potential liabilities and material adverse financial impact.
Many of our information technology systems (including the systems of our real estate partners and other third-party business partners and service providers) contain personal, financial or other information that is entrusted to us by our tenants, employees and business partners. Many of our information technology systems contain our proprietary information and other confidential information related to our business.
Like all companies, we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our information technology systems and confidential information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, and through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), "deep fakes" generated through the use of Artificial Intelligence ("AI") tools, malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) information technology systems, products or services. We have experienced cyberattacks and cybersecurity incidents in the past (although none had material adverse impacts on our business or results of operations) and expect to face similar ongoing threats in the future. To the extent we or a third party were to experience a material breach of our information technology systems that results in the unauthorized access, theft, use, manipulation, destruction or other compromises of our confidential information stored in such systems, including through cyber-attacks such as ransomware, denial of service or other methods, such a breach may cause us to lose tenants and employees, result in adverse financial impact, incur third party claims and cause disruption to our business and plans. Despite planning, preparation, and preventative and risk-management measures, our business may be significantly disrupted if unable to quickly recover. Remote and hybrid working arrangements at our company (and at many third-party providers) may also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. Additionally, any integration of AI in our or any service providers’ operations, products or services may pose new or unknown cybersecurity risks and challenges. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls and procedures, will be fully implemented, complied with or effective in protecting our systems and information. Such security breaches also could subject us to litigation and governmental investigations and proceedings into potential violations of applicable privacy or other laws. Any of these events could result in our exposure to material civil or criminal liability, and we may not be able to fully recover these expenses from our service providers, responsible parties, or insurance carriers, or that applicable insurance will be available to us in the future on economically reasonable terms or at all. We can provide no assurance that the ongoing significant investments in technology and training we make relating to cybersecurity will avoid or prevent such breaches or attacks.
Cyberattacks are expected to increase on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including AI—that trick humans into taking unwarranted actions, circumvent security controls, evade detection and remove forensic evidence. Despite the implementation of training of our employees and security measures for our disaster recovery and business continuity plans, our information systems may be vulnerable to damage or other adverse impact from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure. Any system failure or accident that causes disruption or interruptions to our information systems could result in a material disruption to our operations and business, and cause us to incur material costs to remedy such damages or adverse impacts.
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Any actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security and processing of personal information could adversely affect our business, results of operations, or financial condition.
In connection with running our business, we receive, store, use and otherwise process information that relates to individuals, including from and about our tenants, employees and business partners. We are therefore subject to laws, regulations and other requirements relating to the privacy, security and handling of personal information. These laws require us to adhere to certain disclosure restrictions and deletion obligations with respect to the personal information, and allow for penalties for violations and, in some cases, a private right of action. These laws also impose transparency and other obligations with respect to personal information of and provide rights with respect to personal information. The application and interpretation of such requirements are evolving and are subject to change, creating a complex compliance environment. There has been a substantial increase in legislative activity and regulatory focus on data privacy and security, including in relation to cybersecurity incidents.
It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations. In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security and handling of information could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions. We could incur costs in investigating and defending such claims and, if found liable, pay damages or fines or be required to make changes to our business. These proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.
The use of technology based on AI presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.
As with many technological innovations, AI presents great promise but also risks and challenges that could adversely affect our business. Sensitive, proprietary, or confidential information of the Company, our tenants, employees and business partners could be leaked, disclosed, or revealed as a result of or in connection with the use of AI technologies by our employees, tenants or vendors. For example, any such information input into a third-party AI or machine learning platform could be revealed to others, including if information is used to train the third party's AI or machine learning models. Additionally, where an AI or machine learning model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Moreover, AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, which may nonetheless appear correct. Based on these and other factors, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability.
Despite the above risks and challenges associated with the use of AI, in the retail industry AI is increasingly being adopted for personalized marketing, inventory management, customer service, pricing optimization, and supply chain management. The costs of implementing new technologies, including AI-driven property management tools, smart building systems, and data analytics platforms, may be substantial.The effectiveness of these tools are being evaluated in an ongoing mannter.
Advanced analytics and AI may enable retailers to optimize their store footprints, potentially leading to reduced space requirements and location closures. Moreover, generative AI and virtual shopping experiences may further shift consumer behavior away from physical stores. AI-powered tools may enable more efficient e-commerce operations, potentially impacting some of the competitive advantages of physical retail locations. Because the use and regulation of AI technologies continue to evolve, additional risks may emerge over time.
In addition, uncertainty in the legal and regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time. Several jurisdictions have already proposed or enacted laws governing AI and may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties for AI use that does not meet certain standards, and require us to change our business practices. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.
In sum, any of the above risks associated with the use of AI could adversely affect our business, financial condition, and results of operations.
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Risk Factors Related to Taxes and the Parent Company's Qualification as a REIT
If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.
We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that the Parent Company can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a REIT, it generally will not be subject to federal income tax on income that it distributes to its stockholders. Many REIT requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service ("IRS") or a court would agree with the positions we have taken in interpreting the REIT requirements. The Parent Company is also required to distribute to the stockholders at least 90% of its REIT taxable income, excluding net capital gains. The Parent Company will be subject to U.S. federal income tax on undistributed taxable income and net capital gains and to a 4% nondeductible excise tax on any amount by which distributions the Parent Company pays with respect to any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold many of our assets through real estate partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult for the Parent Company to remain qualified as a REIT.
Also, unless the IRS granted relief under certain statutory provisions, the Parent Company would remain disqualified as a REIT for four years following the year it first failed to qualify. If the Parent Company failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), the Parent Company would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, the Parent Company would no longer be required to pay any dividends to stockholders in order to maintain its REIT status, and we could be subject to a federal alternative minimum tax and possibly increased state and local taxes. Although we believe that the Parent Company qualifies as a REIT, we cannot be assured that the Parent Company will continue to qualify or remain qualified as a REIT for tax purposes.
Even if the Parent Company qualifies as a REIT for federal income tax purposes, the Parent Company is required to pay certain federal, state, and local taxes on its income and property. For example, if we have net income from "prohibited transactions," that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise.
New legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.
Dividends paid by REITs generally do not qualify for reduced tax rates.
Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at ordinary income tax rates. However, domestic shareholders that are individuals, trusts, and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the per share trading price of the Parent Company's capital stock.
Legislative or other actions affecting REITs may have a negative effect on us or our investors.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect the Parent Company or our investors. We cannot predict how changes in the tax laws might affect the Parent Company or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect the Parent Company's ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. There is also a risk that REIT status may be adversely impacted by a change in tax or other laws. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive relative to an investment in a REIT.
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Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Code limit our ability to enter into hedging transactions. Generally, income from certain hedging transactions, generally including transactions to manage interest rate changes with respect to borrowings to acquire or carry real estate assets, does not constitute "gross income" for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a TRS.
Partnership tax audit rules could have a material adverse effect.
Under current federal partnership tax audit rules, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and a partner’s allocable share thereof) is determined, and taxes, interest, and penalties attributable thereto are assessed and collected, at the partnership level. With respect to any partnership in which we invest, unless such partnership makes an election or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment, it is possible that such partnership would be required to pay additional taxes, interest, and penalties as a result of an audit adjustment. We could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly.
Risk Factors Related to the Company's Stock
Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a change in control.
Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.
The issuance of the Parent Company's capital stock may delay or prevent a change in control.
The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock (less the shares of preferred stock already issued and outstanding) and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock may have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.
Ownership in the Parent Company may be diluted in the future.
In the future, a stockholder's percentage ownership in the Company may be diluted because of equity issuances for acquisitions, capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees. In the past we have issued equity in the secondary market (including in connection with our At the Market ("ATM") program) and may do so again in the future, depending on the price of our stock and other factors.
In addition, our restated articles of incorporation, as amended, authorizes our Board of Directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.
The Parent Company’s amended and restated bylaws provides that the courts located in the State of Florida will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
The Parent Company’s amended and restated bylaws provide that, unless the Parent Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Parent Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director or officer or other employee of the Parent Company to the Parent Company or its shareholders, (iii) any action asserting a claim against the Parent Company or any director or officer or other employee of the Parent Company arising pursuant to any provision of the Florida Business Corporation Act or the articles of incorporation or bylaws of the Parent Company, or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine shall be the Federal District Court for
21
the Middle District of Florida, Jacksonville Division (or, if such court does not have jurisdiction, a state court located within the State of Florida, County of Duval).
By becoming a shareholder in our Parent Company, you will be deemed to have notice of and have consented to the provisions of the amended and restated bylaws of our Parent Company related to choice of forum. The choice of forum provisions in the amended and restated bylaws may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us. Additionally, the enforceability of choice of forum provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in the amended and restated bylaws of the Parent Company to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.
There is no assurance that we will continue to pay dividends at current or historical rates.
Our ability to continue to pay dividends at current or historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following:
•
our financial condition and results of future operations;
•
the terms of our loan covenants; and
•
our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.
If we do not maintain or periodically increase the dividend on our common stock, or if we do not pay dividends on our preferred stock, it may have an adverse effect on the market price of our common stock and other securities.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, security, and availability of our critical systems and information.
We employ a tiered structure of management and oversight for cybersecurity, characterized by distinct layers of responsibility and decision making, which includes operational staff, management, and senior management and board-level governance. As discussed in more detail below under "Cybersecurity Governance," this involves management responsibility through a specialized Cyber Risk Committee (the "CRC") and oversight of that committee by a group of the most senior leaders of the Company, which comprise the Company’s Executive Committee. At the Company’s Board of Directors (the "Board") level, the Audit Committee oversees our cybersecurity risk management program.
Our strategy for managing cybersecurity risk is integrated into the Company’s overall risk management program and structure, as depicted in the Corporate Governance section of our Proxy under "Risk Oversight."
The Company, through its Chief Information Security Officer ("CISO"), other Company employees experienced in information network security, and the use of third-party expertise references recognized cybersecurity frameworks, such as the National Institute of Standards and Technology ("NIST") Cybersecurity Framework. While our objective is to generally align our cybersecurity program with NIST standards, this does not imply that we meet NIST or any other particular technical standard, specifications, or requirements; rather, these frameworks are used to benchmark and help tailor the Company’s cybersecurity strategies and program to our risk mitigation and operational needs and goals.
Our core cybersecurity strategy focuses on five key pillars: identification, protection, detection, response, and recovery, each tailored to meet the challenges and needs of our business. The primary goal of this strategy is to proactively safeguard the confidentiality, security, and availability of our critical systems and information. This proactive approach includes measures designed to identify, prevent, and mitigate cybersecurity threats and to enable a timely response to cybersecurity incidents to minimize their impact. Under the leadership of our CISO and CRC, we regularly evaluate and enhance our cybersecurity practices to facilitate adaptation to the constantly evolving landscape of cybersecurity threats.
Key elements of our cybersecurity risk management program include, but are not limited to, the following:
•
risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information;
•
oversight of cybersecurity risks and controls by our CRC, including oversight of the management of cybersecurity incidents by designated incident response personnel, in coordination with IT security and other functions, as appropriate;
•
the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes, as discussed further below;
22
•
cybersecurity awareness training of our employees, including incident response personnel and senior management;
•
a response plan that includes procedures for responding to cybersecurity incidents; and
•
a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile.
We have adopted a risk-based strategy to assess and manage cybersecurity risks associated with third parties. We prioritize our cybersecurity efforts relating to third parties based on the likelihood and potential impact of cybersecurity threats. This includes reviewing the security protocols of key vendors, service providers, and external users of our systems.
The CRC engages third-party expertise from time to time as it deems necessary or appropriate to test our cybersecurity defenses, to evaluate the cybersecurity programs of current and potential vendors and service providers, and to seek specialized legal advice regarding cybersecurity.
Since at least January 1, 2022, we are not aware of any cybersecurity incidents that have materially affected the Company. Nonetheless, we face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See "Risk Factors – The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data, or of Regency's proprietary or confidential information stored in our information systems or by third parties on our behalf, could impact operations, and expose us to potential liabilities and material adverse financial impact."
Cybersecurity Governance
The Audit Committee of the Board is charged with overseeing our cybersecurity risk management program. Both the CRC Chair and the CISO, serving in distinct roles, provide the Audit Committee with regular updates. These updates cover the overall status of the Company’s cybersecurity program, as well as developments and potential new risks and trends. In the event of a significant cybersecurity threat or incident, the CRC would escalate communication frequency and intensity with the Audit Committee, Board, and the Company’s Executive Committee (discussed below).
The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. Board members also receive presentations periodically on cybersecurity topics from internal security staff and external experts as part of the Board’s continuing education.
As designated by the Company’s Executive Committee and the Audit Committee, our CRC leads Regency's cybersecurity risk management program.This includes risk identification, assessment, management, prevention and mitigation, as well as securing necessary resources and reporting on cybersecurity preparedness to the Executive Committee (which is currently comprised of the CEO, CFO, and several of the Company’s other senior leaders) and the Audit Committee.
CRC membership, which is subject to change from time to time, includes management leadership possessing a diverse range of education, experience and expertise, and currently includes the Company’s CISO, chief accounting officer, head of internal audit, general counsel and chief compliance officer, head of litigation, head of human resources, head of IT operations and the manager of network security. The collective experience of this committee encompasses areas such as IT, network security, change and incident management, public company governance, accounting, financial controls, insurance, risk management, third-party vendor oversight and systems integration, communications, human capital, and legal matters including securities, privacy and technology contracting.
Our CRC takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means. These include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public and private sources, including external consultants engaged by us; and alerts and reports generated by security tools deployed in our IT environment.
23
Item 2. Properties
The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for consolidated properties (excludes properties owned by unconsolidated real estate partnerships):
December 31, 2025
December 31, 2024
Location
Number of Properties
GLA (in thousands)
Percent of Total GLA
Percent Leased
Number of Properties
GLA (in thousands)
Percent of Total GLA
Percent Leased
Florida
86
10,630
23.0
%
96.2
%
86
10,558
24.2
%
96.5
%
California
62
9,304
20.2
%
94.9
%
55
8,355
19.0
%
96.0
%
Connecticut
41
3,876
8.4
%
95.8
%
43
3,924
8.9
%
94.1
%
Texas
28
3,679
8.0
%
95.7
%
27
3,518
8.0
%
96.9
%
New York
41
3,468
7.5
%
94.5
%
42
3,339
7.6
%
93.3
%
Georgia
22
2,152
4.7
%
96.7
%
22
2,125
4.8
%
97.3
%
New Jersey
17
1,621
3.5
%
96.0
%
17
1,585
3.6
%
97.0
%
Colorado
14
1,259
2.7
%
96.1
%
13
1,097
2.5
%
97.9
%
North Carolina
10
1,226
2.7
%
97.7
%
10
1,226
2.8
%
98.5
%
Ohio
8
1,213
2.6
%
98.9
%
8
1,224
2.8
%
98.7
%
Illinois
6
1,090
2.4
%
98.2
%
6
1,085
2.5
%
94.8
%
Virginia
7
1,040
2.3
%
97.4
%
6
943
2.1
%
98.3
%
Washington
10
961
2.1
%
98.0
%
10
962
2.2
%
96.3
%
Massachusetts
8
905
2.0
%
97.1
%
8
898
2.0
%
97.4
%
Oregon
7
747
1.6
%
95.8
%
7
741
1.7
%
95.3
%
Tennessee
4
638
1.4
%
98.7
%
3
314
0.7
%
100.0
%
Pennsylvania
5
591
1.3
%
97.3
%
4
447
1.0
%
97.3
%
Indiana
3
428
0.9
%
96.5
%
1
289
0.7
%
100.0
%
Missouri
4
408
0.9
%
99.3
%
4
408
0.9
%
98.9
%
Maryland
3
313
0.7
%
89.9
%
2
289
0.7
%
89.9
%
Minnesota
2
246
0.5
%
84.4
%
2
246
0.6
%
84.4
%
Delaware
1
233
0.5
%
93.3
%
1
229
0.5
%
97.1
%
South Carolina
1
51
0.1
%
100.0
%
1
51
0.1
%
100.0
%
District of Columbia
1
23
0.0
%
100.0
%
1
23
0.1
%
100.0
%
Total
391
46,102
100.0
%
96.0
%
379
43,876
100.0
%
96.2
%
The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $26.55 and $25.56 per square foot ("PSF") as of December 31, 2025 and 2024, respectively.
24
The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for unconsolidated properties (properties owned by our unconsolidated real estate partnerships):
December 31, 2025
December 31, 2024
Location
Number of Properties
GLA (in thousands)
Percent of Total GLA
Percent Leased
Number of Properties
GLA (in thousands)
Percent of Total GLA
Percent Leased
California
16
2,293
18.6
%
97.0
%
17
2,319
17.4
%
98.4
%
Virginia
11
1,701
13.9
%
96.4
%
14
1,982
14.8
%
94.1
%
North Carolina
7
1,245
10.1
%
97.8
%
7
1,240
9.2
%
98.3
%
Washington
7
881
7.2
%
92.1
%
7
874
6.5
%
95.6
%
Maryland
8
826
6.7
%
97.4
%
9
848
6.3
%
96.1
%
Texas
5
808
6.6
%
98.2
%
6
959
7.1
%
95.4
%
Colorado
5
783
6.4
%
94.0
%
6
858
6.4
%
96.9
%
Illinois
5
781
6.4
%
99.5
%
5
777
5.8
%
99.7
%
Florida
6
669
5.5
%
99.2
%
6
669
5.0
%
98.4
%
New York
5
644
5.2
%
94.5
%
5
786
5.8
%
96.6
%
Minnesota
3
422
3.4
%
99.4
%
3
422
3.1
%
99.2
%
Pennsylvania
3
391
3.2
%
96.5
%
6
664
4.9
%
97.3
%
New Jersey
3
223
1.8
%
96.0
%
4
300
2.2
%
91.1
%
Connecticut
1
195
1.6
%
100.0
%
1
189
1.4
%
98.1
%
Rhode Island
1
159
1.3
%
100.0
%
1
159
1.2
%
97.0
%
Oregon
1
93
0.8
%
93.8
%
1
93
0.7
%
97.5
%
South Carolina
1
80
0.7
%
100.0
%
1
80
0.6
%
100.0
%
Delaware
1
64
0.5
%
94.6
%
1
64
0.5
%
94.6
%
District of Columbia
1
17
0.1
%
100.0
%
1
17
0.1
%
100.0
%
Indiana
—
—
0.0
%
0.0
%
2
139
1.0
%
91.6
%
Total
90
12,275
100.0
%
96.8
%
103
13,439
100.0
%
96.8
%
The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $25.87 and $24.51 PSF as of December 31, 2025 and 2024, respectively.
25
The following table summarizes our top tenants occupying our shopping centers for consolidated properties plus our share of unconsolidated properties, as of December 31, 2025, based upon a percentage of total annualized base rent (GLA and dollars in thousands):
Tenant
GLA
Percent of Company Owned GLA
Annualized Base Rent
Percent of Annualized Base Rent
Number of Leased Stores
Publix
2,940
5.8
%
$
36,191
2.9
%
67
TJX Companies, Inc.
1,840
3.6
%
33,760
2.7
%
76
Albertsons Companies, Inc.
2,053
4.1
%
33,619
2.7
%
52
Amazon/Whole Foods
1,312
2.6
%
31,808
2.5
%
39
Kroger Co.
2,978
5.9
%
31,292
2.5
%
51
Ahold Delhaize
924
1.8
%
23,189
1.8
%
20
CVS
808
1.6
%
21,942
1.7
%
66
JPMorgan Chase Bank
225
0.4
%
12,548
1.0
%
63
Trader Joe's
346
0.7
%
12,156
1.0
%
32
L.A. Fitness Sports Club
516
1.0
%
11,311
0.9
%
14
Nordstrom
402
0.8
%
11,134
0.9
%
12
Starbucks
160
0.3
%
10,424
0.8
%
99
H.E. Butt Grocery Company
706
1.4
%
10,125
0.8
%
8
Ross Dress For Less
587
1.2
%
9,692
0.8
%
25
Target
919
1.8
%
9,387
0.7
%
8
Bank of America
163
0.3
%
9,088
0.7
%
41
Gap, Inc
259
0.5
%
8,805
0.7
%
20
Wells Fargo Bank
152
0.3
%
8,711
0.7
%
49
JAB Holding Company
168
0.3
%
7,282
0.6
%
59
Walgreens Boots Alliance
255
0.5
%
6,796
0.5
%
22
Petco Health and Wellness Company
275
0.5
%
6,762
0.5
%
26
Ulta
224
0.4
%
6,680
0.5
%
25
Xponential Fitness
163
0.3
%
6,650
0.5
%
97
Kohl's
526
1.0
%
6,389
0.5
%
7
Five Below
209
0.4
%
5,977
0.5
%
27
Top Tenants
19,110
37.5
%
$
371,718
29.4
%
1,005
Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet ("Anchor Leases") generally have initial lease terms in excess of five years and are mostly comprised of Anchor Tenants. Many of the leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases typically provide for the payment of fixed base rent, the tenant’s Pro-rata share of real estate taxes, insurance, and common area maintenance ("CAM") expenses, and reimbursement for utility costs if not directly metered.
26
The following table summarizes Pro-rata lease expirations (per their terms) for the next ten years and thereafter, for our consolidated and unconsolidated properties, assuming no tenants renew their leases (GLA and dollars of In Place Annual Base Rent Expiring Under Leases in thousands):
Lease Expiration Year
Number of Tenants with Expiring Leases
Pro-rata Expiring GLA
Percent of Total Company GLA
In Place Annual Base Rent Expiring Under Leases
Percent of In Place Annual Base Rent
Pro-rata Expiring Average Annual Base Rent PSF
(1)
109
223
0.5
%
$
6,333
0.5
%
$
28.42
2026
1,021
2,990
6.3
%
85,068
6.9
%
28.45
2027
1,437
6,239
13.1
%
159,240
12.9
%
25.52
2028
1,367
5,989
12.6
%
163,974
13.3
%
27.38
2029
1,269
6,743
14.2
%
161,851
13.1
%
24.00
2030
1,233
5,956
12.5
%
160,295
13.0
%
26.91
2031
765
4,338
9.1
%
106,611
8.7
%
24.58
2032
503
2,178
4.6
%
65,033
5.3
%
29.87
2033
494
2,193
4.6
%
66,046
5.4
%
30.11
2034
417
1,870
3.9
%
55,125
4.5
%
29.48
2035
544
2,444
5.1
%
67,241
5.5
%
27.52
Thereafter
443
6,349
13.5
%
134,293
10.9
%
21.15
Total
9,602
47,512
100.0
%
$
1,231,110
100.0
%
$
25.91
(1)
Leases currently under month-to-month rent or in process of renewal.
During 2026, we have a total of 1,021 leases expiring by their terms, representing 3.0 million square feet of GLA. These expiring leases have an average base rent of $28.45 PSF. The average base rent of new leases signed during 2025 was $36.02 PSF. During periods of macroeconomic uncertainty or weakness, when the percent of our space leased is relatively low, and/or when supply of retail space for lease generally exceeds demand, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of macroeconomic strength, when the percent of space leased is relatively high, and/or when supply/demand metrics for retail space favor landlords, we have more bargaining power, which generally results in rental rate growth on new and renewal leases.
Demand for retail space in high quality, community centers located in trade areas with compelling demographics remained strong in 2025 and into early 2026, especially among business operators with a history of success and growing innovative business concepts. However, inflationary challenges and the potential for macroeconomic uncertainty or weakness could result in pressure on base rent growth for new and renewal leases as businesses seek to manage these challenges and uncertainties.
27
The following table lists information about our consolidated and unconsolidated properties. For further information, see "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report.
Property Name
CBSA (1)
State
Owner- ship Interest (2)
Year Acquired
Year Constructed or Last Major Renovation
Mortgages or Encumbrances (in 000's)
Gross Leasable Area (GLA) (in 000's)
Percent Leased (3)
Average Base Rent PSF (4)
MajorTenant(s) (5)
Amerige Heights Town Center
Los Angeles-Long Beach-Anaheim
CA
2000
2000
$
—
97
100.0%
$
34.00
Albertsons, (Target)
Bloom on Third
Los Angeles-Long Beach-Anaheim
CA
35%
2018
1992/ in process
150,092
73
100.0%
60.81
Whole Foods, CVS, Citibank, Dick's
Brea Marketplace
Los Angeles-Long Beach-Anaheim
CA
40%
2005
1987
—
352
97.6%
21.31
24 Hour Fitness, Big 5 Sporting Goods, Childtime Childcare, Old Navy, Sprout's, Target, Smart Parke
Bridgepark Plaza
Los Angeles-Long Beach-Anaheim
CA
2025
2021
17,383
102
98.7%
45.58
Albertsons
Circle Center West
Los Angeles-Long Beach-Anaheim
CA
2017
1989
—
63
100.0%
41.16
Marshalls
Circle Marina Shops & Mrktplc. (fka Circle Marina Center)
Los Angeles-Long Beach-Anaheim
CA
2019
1994
—
117
89.1%
39.66
Sprouts, Big 5 Sporting Goods, Centinela Feed & Pet Supplies
Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5 Sporting Goods
Mercantile East
Los Angeles-Long Beach-Anaheim
CA
2025
2023
33,000
239
100.0%
33.28
Trader Joe's, EOS Fitness, Lucky Strike
Mercantile West
Los Angeles-Long Beach-Anaheim
CA
2025
2025
40,600
150
100.0%
38.04
Stater Brothers
Morningside Plaza
Los Angeles-Long Beach-Anaheim
CA
1999
1996
—
91
98.8%
26.92
Stater Bros.
Newland Center
Los Angeles-Long Beach-Anaheim
CA
1999
2016
—
152
100.0%
34.32
Albertsons
Nohl Plaza (6)
Los Angeles-Long Beach-Anaheim
CA
2023
1966
—
104
97.2%
19.44
Vons
Plaza Hermosa
Los Angeles-Long Beach-Anaheim
CA
1999
2013
—
95
100.0%
32.75
Von's, CVS
Ralphs Circle Center
Los Angeles-Long Beach-Anaheim
CA
2017
1983
—
60
98.5%
33.58
Ralphs
Rona Plaza
Los Angeles-Long Beach-Anaheim
CA
1999
1989
—
52
100.0%
23.12
Superior Super Warehouse
Seal Beach
Los Angeles-Long Beach-Anaheim
CA
20%
2002
1966
—
102
97.0%
29.62
Pavilions, CVS
Sendero Marketplace
Los Angeles-Long Beach-Anaheim
CA
2025
2016
44,538
82
100.0%
49.81
Gelson's
Talega Village Center
Los Angeles-Long Beach-Anaheim
CA
2017
2007
—
102
95.5%
23.72
Ralphs
Terrace Shops
Los Angeles-Long Beach-Anaheim
CA
2025
2005
14,007
41
100.0%
43.40
Tustin Legacy
Los Angeles-Long Beach-Anaheim
CA
2016
2017
—
112
100.0%
37.14
Stater Bros, CVS
Twin Oaks Shopping Center
Los Angeles-Long Beach-Anaheim
CA
40%
2005
2019
19,000
98
100.0%
26.18
Ralphs, Ace Hardware
Valencia Crossroads
Los Angeles-Long Beach-Anaheim
CA
2002
2003
—
180
98.6%
30.52
Whole Foods, Kohl's
Village at La Floresta
Los Angeles-Long Beach-Anaheim
CA
2014
2014
—
87
93.2%
39.00
Whole Foods
Von's Circle Center
Los Angeles-Long Beach-Anaheim
CA
2017
1972
2,633
151
95.4%
29.14
Von's, Ross Dress for Less, Planet Fitness
Woodman Van Nuys
Los Angeles-Long Beach-Anaheim
CA
1999
1992
—
108
98.6%
18.09
El Super
Silverado Plaza
Napa
CA
40%
2005
1974
15,477
85
95.7%
28.12
Nob Hill, CVS
Gelson's Westlake Market Plaza
Oxnard-Thousand Oaks-Ventura
CA
2002
2016
—
85
94.7%
33.20
Gelson's Markets, John of Italy Salon & Spa
Oakbrook Plaza
Oxnard-Thousand Oaks-Ventura
CA
1999
2017
—
83
91.3%
22.21
Gelson's Markets, (CVS), (Ace Hardware)
Westlake Village Plaza and Center
Oxnard-Thousand Oaks-Ventura
CA
1999
2015
—
201
98.0%
45.47
Von's, Sprouts, (CVS)
French Valley Village Center
Rvrside-San Bernardino-Ontario
CA
2004
2004
—
114
100.0%
29.27
Stater Bros, CVS
Oak Valley Village (7)
Rvrside-San Bernardino-Ontario
CA
75%
2025
2025
—
230
74.3%
8.90
Sprouts, Target
Oakshade Town Center
Sacramento-Roseville-Folsom
CA
2011
1998
2,369
104
98.3%
20.85
Safeway, Sierra, Planet Fitness
Prairie City Crossing
Sacramento-Roseville-Folsom
CA
1999
1999
—
90
100.0%
23.63
Safeway
Raley's Supermarket
Sacramento-Roseville-Folsom
CA
20%
2007
1964
—
63
100.0%
15.68
Raley's
The Marketplace
Sacramento-Roseville-Folsom
CA
2017
1990
—
111
100.0%
28.09
Safeway, CVS, Petco
4S Commons Town Center
San Diego-Chula Vista-Carlsbad
CA
93%
2004
2004
—
265
100.0%
34.97
Restoration Hardware Outlet, Ace Hardware, Cost Plus World Market, CVS, Jimbo's…Naturally!, Ralphs, ULTA
Property Name
CBSA (1)
State
Owner- ship Interest (2)
Year Acquired
Year Constructed or Last Major Renovation
Mortgages or Encumbrances (in 000's)
Gross Leasable Area (GLA) (in 000's)
Percent Leased (3)
Average Base Rent PSF (4)
MajorTenant(s) (5)
Balboa Mesa Shopping Center
San Diego-Chula Vista-Carlsbad
CA
2012
2014
—
207
100.0%
31.16
CVS, Kohl's, Von's
El Norte Pkwy Plaza
San Diego-Chula Vista-Carlsbad
CA
1999
2013
—
91
97.3%
21.14
Von's, Children's Paradise, ACE Hardware
Friars Mission Center
San Diego-Chula Vista-Carlsbad
CA
1999
1989
—
147
100.0%
42.18
Ralphs, CVS
Navajo Shopping Center
San Diego-Chula Vista-Carlsbad
CA
40%
2005
1964
11,000
102
96.4%
18.17
Albertsons, O'Reilly Auto Parts, Dollar Tree
Point Loma Plaza
San Diego-Chula Vista-Carlsbad
CA
40%
2005
1987
38,593
205
91.4%
24.17
Von's, Marshalls, UFC Gym
Rancho San Diego Village
San Diego-Chula Vista-Carlsbad
CA
40%
2005
1981
—
153
95.2%
27.37
Smart & Final, 24 Hour Fitness, (Longs Drug)
Scripps Ranch Marketplace
San Diego-Chula Vista-Carlsbad
CA
2017
2017
—
132
100.0%
37.28
Vons, CVS
The Hub Hillcrest Market
San Diego-Chula Vista-Carlsbad
CA
2012
2015
—
149
91.3%
47.12
Ralphs, Trader Joe's
Twin Peaks
San Diego-Chula Vista-Carlsbad
CA
1999
2015
—
208
98.1%
23.41
Target, Grocer
Bayhill Shopping Center
San Francisco-Oakland-Berkeley
CA
40%
2005
2019
28,800
122
99.2%
29.56
CVS, Mollie Stone's Market
Clayton Valley Shopping Center
San Francisco-Oakland-Berkeley
CA
2003
2004
—
260
94.5%
23.98
Grocery Outlet, Central, CVS, Dollar Tree, Ross Dress For Less
Diablo Plaza
San Francisco-Oakland-Berkeley
CA
1999
1982
—
63
90.8%
45.90
Bevmo!, (Safeway), (CVS)
El Cerrito Plaza
San Francisco-Oakland-Berkeley
CA
2000
2000
—
256
72.4%
34.02
PETCO, Ross Dress For Less, Trader Joe's, Marshalls, (CVS)
Ellis Village Center (7)
San Francisco-Oakland-Berkeley
CA
2025
2025
—
49
85.6%
39.14
Sprouts
Encina Grande
San Francisco-Oakland-Berkeley
CA
1999
2016
—
106
100.0%
37.89
Whole Foods, Walgreens
Oakley Shops at Laurel Fields (7)
San Francisco-Oakland-Berkeley
CA
2024
2024
—
78
95.5%
32.10
Safeway
Persimmon Place
San Francisco-Oakland-Berkeley
CA
2014
2014
—
153
100.0%
40.91
Whole Foods, Nordstrom Rack, Homegoods
Plaza Escuela
San Francisco-Oakland-Berkeley
CA
2017
2002
—
154
100.0%
43.51
The Container Store, Trufusion, Talbots, The Cheesecake Factory, Barnes & Noble
Pleasant Hill Shopping Center
San Francisco-Oakland-Berkeley
CA
40%
2005
2016
50,000
231
100.0%
26.07
Target, Burlington, Ross Dress for Less, Homegoods
Potrero Center
San Francisco-Oakland-Berkeley
CA
2017
1997
—
227
70.9%
35.01
Safeway, 24 Hour Fitness, Ross Dress for Less, Petco
Powell Street Plaza
San Francisco-Oakland-Berkeley
CA
2001
1987
—
170
100.0%
38.54
Trader Joe's, Bevmo!, Ross Dress For Less, Marshalls, Old Navy
San Carlos Marketplace
San Francisco-Oakland-Berkeley
CA
2017
2018
—
154
87.2%
39.93
TJ Maxx, Best Buy, PetSmart, Bassett Furniture
San Leandro Plaza
San Francisco-Oakland-Berkeley
CA
1999
1982
—
50
100.0%
40.49
(Safeway), (CVS)
Serramonte Center
San Francisco-Oakland-Berkeley
CA
2017
2018/In Process
—
1,085
96.4%
28.41
Buy Buy Baby, Cost Plus World Market, Crunch Fitness, DAISO, Dave & Buster's, Dick's Sporting Goods, Divano Homes, H&M, Macy's, Nordstrom Rack, Old Navy, Party City, Ross Dress for Less, Target, TJ Maxx, Uniqlo, Jagalchi, Koi Palace
Tassajara Crossing
San Francisco-Oakland-Berkeley
CA
1999
1990
—
146
98.3%
27.44
Safeway, CVS, Alamo Hardware
Willows Shopping Center (6)
San Francisco-Oakland-Berkeley
CA
2017
in process
—
233
85.2%
31.78
REI, Old Navy, Ulta, Five Below, Airport Home Appliance
Woodside Central
San Francisco-Oakland-Berkeley
CA
1999
1993
—
81
100.0%
31.34
Chuck E. Cheese, Marshalls, (Target)
Ygnacio Plaza
San Francisco-Oakland-Berkeley
CA
40%
2005
1968
25,850
110
100.0%
42.25
Sports Basement,TJ Maxx
Blossom Valley
San Jose-Sunnyvale-Santa Clara
CA
1999
1992
22,300
98
100.0%
28.59
Safeway, Dollar Tree
Mariposa Shopping Center
San Jose-Sunnyvale-Santa Clara
CA
40%
2005
2020
26,950
127
97.7%
23.88
Safeway, CVS, Ross Dress for Less
Shoppes at Homestead
San Jose-Sunnyvale-Santa Clara
CA
1999
1983
—
116
98.2%
28.14
CVS, Crunch Fitness, (Orchard Supply Hardware)
Snell & Branham Plaza
San Jose-Sunnyvale-Santa Clara
CA
40%
2005
1988
19,048
99
98.6%
22.60
Safeway
The Pruneyard
San Jose-Sunnyvale-Santa Clara
CA
2019
2014
—
260
94.6%
44.95
Trader Joe's, The Sports Basement, Camera Cinemas, Marshalls
West Park Plaza
San Jose-Sunnyvale-Santa Clara
CA
1999
1996
—
88
100.0%
23.64
Safeway, Crunch Fitness
Golden Hills Plaza
San Luis Obispo-Paso Robles
CA
2006
2017
—
256
88.4%
8.47
Lowe's, TJ Maxx, Trader Joe's
Five Points Shopping Center
Santa Maria-Santa Barbara
CA
40%
2005
2014
—
145
97.6%
32.98
Smart & Final, CVS, Ross Dress for Less, Big 5 Sporting Goods, PETCO
Corral Hollow
Stockton
CA
2000
2000
—
153
100.0%
19.47
Safeway, CVS, Crunch Fitness
Alcove On Arapahoe
Boulder
CO
40%
2005
1957/2019
26,390
160
93.6%
21.22
Petco, HomeGoods, Safeway, Ulta Salon, DSW
Crossroads Commons
Boulder
CO
20%
2001
1986
34,500
143
90.3%
31.47
Whole Foods, Barnes & Noble
29
Property Name
CBSA (1)
State
Owner- ship Interest (2)
Year Acquired
Year Constructed or Last Major Renovation
Mortgages or Encumbrances (in 000's)
Gross Leasable Area (GLA) (in 000's)
Percent Leased (3)
Average Base Rent PSF (4)
MajorTenant(s) (5)
Crossroads Commons II
Boulder
CO
20%
2018
1995
5,500
18
100.0%
43.55
(Whole Foods), (Barnes & Noble)
Falcon Marketplace
Colorado Springs
CO
2005
2005
—
22
100.0%
29.88
(Wal-Mart)
Marketplace at Briargate
Colorado Springs
CO
2006
2006
—
29
100.0%
38.59
(King Soopers)
Monument Jackson Creek
Colorado Springs
CO
1998
1999
—
85
98.4%
13.75
King Soopers
Woodmen Plaza
Colorado Springs
CO
1998
1998
—
116
97.6%
14.64
King Soopers
Applewood Shopping Ctr
Denver-Aurora-Lakewood
CO
40%
2005
2017/2020
—
366
94.4%
16.89
Applejack Liquors, Hobby Lobby, Homegoods, King Soopers, PetSmart, Sierra Trading Post, Ulta, Three Little Mingos, Crunch Fitness
Ulta, The Learning Experience, Mom's Organic Market, Look Cinemas
Somers Commons
New York-Newark-Jersey City
NY
2023
2003
—
135
91.9%
21.59
Level Fitness, Tractor Supply, Goodwill
Staples Plaza-Yorktown Heights
New York-Newark-Jersey City
NY
2023
1970
—
125
100.0%
21.30
Level Fitness, Staples, Party City, Extra Space Storage
Tanglewood Shopping Center
New York-Newark-Jersey City
NY
2023
1953
2,163
28
93.1%
45.86
-
The Gallery at Westbury Plaza
New York-Newark-Jersey City
NY
2017
2013
—
312
98.4%
54.33
Trader Joe's, Nordstrom Rack, Saks Fifth Avenue, Bloomingdale's, The Container Store, HomeGoods, Old Navy, Gap Outlet, Bassett Home Furnishings, Famous Footwear
36
Property Name
CBSA (1)
State
Owner- ship Interest (2)
Year Acquired
Year Constructed or Last Major Renovation
Mortgages or Encumbrances (in 000's)
Gross Leasable Area (GLA) (in 000's)
Percent Leased (3)
Average Base Rent PSF (4)
MajorTenant(s) (5)
The Meadows
New York-Newark-Jersey City
NY
2021
1980
—
141
99.3%
17.66
Marshalls, Stew Leonard's, Net Cost Market, Catch Air
The Point at Garden City Park (6)
New York-Newark-Jersey City
NY
2016
2018
—
105
100.0%
33.33
King Kullen, Ace Hardware
The Shops at SunVet (6)(7)
New York-Newark-Jersey City
NY
100%
2023
2023
—
170
73.5%
46.40
Whole Foods, Nordstrom Rack
Towne Centre at Somers
New York-Newark-Jersey City
NY
2023
1988
—
84
100.0%
32.82
CVS
Valley Stream
New York-Newark-Jersey City
NY
2021
1950
—
99
97.8%
32.15
King Kullen
Village Commons
New York-Newark-Jersey City
NY
2023
1980
—
28
86.9%
42.13
-
Wading River
New York-Newark-Jersey City
NY
2021
2002
—
99
94.7%
24.34
King Kullen, CVS, Ace Hardware
Westbury Plaza
New York-Newark-Jersey City
NY
2017
2004
88,000
390
100.0%
28.36
WalMart, Costco, Marshalls, Total Wine and More, Olive Garden
Cherry Grove
Cincinnati
OH
1998
2012
—
203
100.0%
13.78
Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning
Hyde Park
Cincinnati
OH
1997
1995
—
398
98.6%
17.62
Kroger, Kohl's, Walgreens, Ace Hardware, Staples, Marshalls, Five Below
CBSA refers to Core-Based Statistical Area (e.g. metropolitan area).
(2)
Represents our percentage ownership interest in the property, if not wholly-owned.
(3)
Percentages also include properties where we have not yet incurred at least 90% of the expected costs to complete development and the property is not yet 95% occupied or the anchor has not yet been open for at least two years ("development properties" or "properties in development"). However, if development properties were excluded, the total percent leased would be 94.9% for our Combined Portfolio of shopping centers.
(4)
Average base rent PSF is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue.
(5)
Retailers in parenthesis are "shadow anchors" at our shopping centers (as described in Item 1A, "Risk Factors"). We have no ownership or leasehold interest in their space, which is adjacent to our property or on a parcel owned by the shadow anchor that appears to be part of our center.
(6)
The ground underlying the building and improvements is not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease.
(7)
Property in development.
39
Item 3. Legal Proceedings
We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation, nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. However, no assurances can be given as to the outcome of any threatened or pending legal proceedings.
See Note 16 - Commitments and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the NASDAQ Global Select Market under the symbol "REG."
As of February 04, 2026, there were 175,442 holders of our common stock.
We intend to pay regular quarterly distributions to Regency Centers Corporation's common shareholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by our operating results, our financial condition, cash flows, capital requirements, future business prospects, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions equal to at least 90% of our REIT taxable income for the taxable year, excluding any net capital gains. Under certain circumstances we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which our shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such shareholders.
Under the terms of our Line, in the event of any monetary default, we may not make distributions to shareholders except to the extent necessary to maintain our REIT status.
There were no unregistered sales of equity securities during the quarter ended December 31, 2025.
The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended December 31, 2025:
Period
Total number of shares purchased (1)
Average price paid per share
Total number of shares purchased as part of publicly announced plans or programs (2)
Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2)
October 1 through October 31, 2025
144
$
72.90
—
$
250,000
November 1 through November 30, 2025
—
$
—
—
$
250,000
December 1 through December 31, 2025
—
$
—
—
$
250,000
(1)
Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
(2)
On February 4, 2026, our Board approved a new common stock repurchase program, which replaced an existing program. The new program authorizes up to $500 million in repurchases, and the Company may purchase shares of its outstanding common stock through open market purchases and/or privately negotiated transactions, subject to market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. The expiration date of the new repurchase program is February 28, 2029, unless modified, extended or earlier terminated by the Board in its discretion.
40
The performance graph furnished below shows Regency's cumulative total shareholder return relative to the S&P 500 Index, the FTSE Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, 2020. The following performance graph and table do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act").
12/31/2020
12/31/2021
12/31/2022
12/31/2023
12/31/2024
12/31/2025
Regency Centers Corporation
$
100.00
171.39
148.15
165.58
190.21
184.91
S&P 500
100.00
128.71
105.40
133.10
166.40
196.16
FTSE NAREIT Equity REITs
100.00
143.24
108.34
123.21
133.97
137.83
FTSE NAREIT Equity Shopping Centers
100.00
165.05
144.36
161.74
189.29
182.01
Item 6. [Reserved]
41
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executing on our Strategy
During the year ended December 31, 2025, we had Net income attributable to common shareholders of $513.8 million as compared to $386.7 million during the year ended December 31, 2024. The increase was primarily attributable to a $72.2 million gain recognized from a partial distribution-in-kind transaction and a $45.2 million increase in base rent from same properties, reflecting improved operating performance.
During the year ended December 31, 2025:
•
Our Pro-rata same property NOI, excluding termination fees, grew 5.3%, as compared to the year ended December 31, 2024, primarily attributable to improvements in base rent and recoveries from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on comparable new and renewal leases.
•
We executed 1,899 new and renewal leasing transactions representing 7.4 million Pro-rata SF with positive rent spreads of 10.8% during 2025, compared to 2,032 leasing transactions representing 9.9 million Pro-rata SF with positive rent spreads of 9.5% in 2024. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
•
At December 31, 2025, our total property portfolio was 96.1% leased while our same property portfolio was 96.5% leased, compared to 96.3% and 96.6%, respectively, at December 31, 2024.
We continued our development and redevelopment of high-quality shopping centers:
•
Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $597.4 million compared to $497.3 million at December 31, 2024.
•
Development and redevelopment projects completed during 2025 represented $212.4 million of estimated net project costs, with an average stabilized yield of 10.1%. A stabilized yield for development and redevelopment projects represents the incremental NOI (estimated stabilized NOI less NOI prior to project commencement) divided by the total project costs.
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
•
In February 2025, the Company received a credit rating upgrade to A- with a stable outlook, from S&P Global Ratings. The Company maintains an A3 rating with a stable outlook from Moody’s Investors Service.
•
In May 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0% (the "2025 Notes").
•
In July 2025, as consideration for the acquisition of five operating properties, the Operating Partnership issued 2,773,087 Common Units, and assumed $150 million of secured mortgage debt with a weighted average interest rate of 4.2% and an average remaining term of approximately 12 years.
•
The Company settled forward sales agreements entered into during 2024 under its At-the-Market ("ATM") program as follows:
o
In August 2025, the Company issued 673,172 shares of common stock and received $49.2 million of net proceeds.
o
In October 2025, the Company issued an additional 666,205 shares of common stock and received $49.1 million of net proceeds. Upon completion of these settlements, the Company had fully settled all forward sales agreements entered into during 2024.
•
In October 2025, the Company received a property distribution from its Regency-GRI real estate investment partnership. The distribution involved 11 of the 66 properties within the partnership, and the Company received five of these properties, which had an aggregate fair value of $113.9 million. In addition, the Company assumed an existing fixed rate mortgage loan on one property of $10 million, maturing January 2026 with an interest rate of 3.95%. The remaining six properties were distributed to the Company's partner. The Company repaid the assumed mortgage loan in full in December 2025.
•
In November 2025, the Company repaid $250 million of fixed-rate unsecured debt upon maturity.
•
As of December 31, 2025, we had $441.8 million of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. Of this amount, $88.0 million was repaid at maturity on February 2, 2026.
•
At December 31, 2025, we had $1.4 billion available on the Line, which expires on March 23, 2028 unless we exercise the available options to extend the expiration for the first of two additional consecutive six-month periods, in which case the term will be extended in accordance with any such option exercise.
42
Leasing Activity and Significant Tenants
We believe our high-quality, neighborhood and community shopping centers located in suburban trade areas with compelling demographics create attractive spaces for retail and service providers to operate their businesses.
Pro-rata Percent Leased
The following table summarizes Pro-rata percent leased of our combined consolidated and unconsolidated shopping center portfolio:
December 31, 2025
December 31, 2024
Percent Leased – All properties
96.1
%
96.3
%
Anchor Space (spaces ≥ 10,000 SF)
98.0
%
98.4
%
Shop Space (spaces < 10,000 SF)
93.2
%
93.0
%
Pro-rata Leasing Activity
The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted-average PSF):
Year Ended December 31, 2025
Leasing Transactions
SF (in thousands)
Base Rent PSF
Tenant Allowance and Landlord Work PSF
Leasing Commissions PSF
Anchor Space Leases
New
34
1,030
$
17.46
$
28.67
$
4.65
Renewal
102
3,050
15.14
0.65
0.41
Total Anchor Space Leases
136
4,080
$
15.73
$
7.72
$
1.48
Shop Space Leases
New
586
1,155
$
43.16
$
51.12
$
17.37
Renewal
1,177
2,214
40.89
1.45
1.30
Total Shop Space Leases
1,763
3,369
$
41.67
$
18.48
$
6.81
Total Leases
1,899
7,449
$
27.46
$
12.58
$
3.89
Year Ended December 31, 2024
Leasing Transactions
SF (in thousands)
Base Rent PSF
Tenant Allowance and Landlord Work PSF
Leasing Commissions PSF
Anchor Space Leases
New
39
952
$
20.06
$
61.64
$
6.77
Renewal
153
4,778
18.48
0.72
0.09
Total Anchor Space Leases
192
5,730
$
18.76
$
11.74
$
1.30
Shop Space Leases
New
598
1,415
$
39.91
$
44.11
$
14.58
Renewal
1,242
2,714
38.39
2.52
0.65
Total Shop Space Leases
1,840
4,129
$
38.92
$
16.98
$
5.49
Total Leases
2,032
9,859
$
27.19
$
13.93
$
3.05
The weighted-average base rent PSF on signed Shop Space leases during 2025 was $41.67 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $37.85 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 10.8% for the 12 months ended December 31, 2025, compared to 9.5% for the 12 months ended December 31, 2024.
43
Diversification and Concentration of Tenant Risk
We seek to reduce our risk by limiting concentration. For example, we utilize geographic diversification, as described in "Item 2. Properties" of this Report, and also seek to avoid dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:
December 31, 2025
Anchor
Number of Stores
Percentage of Company- owned GLA (1)
Percentage of Annual Base Rent (1)
Publix
67
5.8
%
2.9
%
TJX Companies, Inc.
76
3.6
%
2.7
%
Albertsons Companies, Inc.
52
4.1
%
2.7
%
Amazon/Whole Foods
39
2.6
%
2.5
%
Kroger Co.
51
5.9
%
2.5
%
(1)
Includes Regency's share of unconsolidated properties and excludes those owned by anchors.
Bankruptcies and Credit Concerns
Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate potentially adverse impacts through maintaining a high quality portfolio, diversifying our geographic and tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and investing in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income.
We recognize that current domestic and global economic policies and conditions such as tariffs, trade deal activity, inflation, labor cost and availability, energy prices, interest rate volatility, supply chain disruptions, access to and cost of credit, and tax and regulatory changes, have introduced additional business uncertainty to some of our tenants. These economic policies and conditions could place further financial strain on our tenants by impacting sales, raising costs and compressing margins. The impacts of these policies and conditions, which could included an economic downturn or recession, could negatively impact our tenants and their ability to continue to meet their lease obligations.
Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, in a tenant bankruptcy situation it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. As of December 31, 2025, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.69% of our Pro-rata annual base rent with no single tenant exceeding 0.5% of Pro-rata annual base rent.
For a discussion and analysis of the year ended December 31, 2024, compared to the same period in 2023, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025.
44
Results of Operations
Comparison of the years ended December 31, 2025 and2024:
Changes in revenues are summarized in the following table:
(in thousands)
2025
2024
Change
Lease income
Base rent
$
1,049,767
986,916
62,851
Recoveries from tenants
376,248
345,145
31,103
Percentage rent
13,916
13,777
139
Uncollectible lease income
(2,793
)
(3,324
)
531
Other lease income
25,364
23,722
1,642
Straight-line rent
24,495
20,300
4,195
Above/below market rent amortization, net
24,428
24,843
(415
)
Total lease income
$
1,511,425
1,411,379
100,046
Other property income
13,741
14,651
(910
)
Management, transaction, and other fees
28,358
27,874
484
Total revenues
$
1,553,524
1,453,904
99,620
Lease income increased by $100.0 million primarily due to the following:
•
$62.9 million increase in Base rent, mainly driven by the following:
o
$45.2 million increase resulting from same properties, including:
▪
$25.7 million increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;
▪
$14.0 million increase due to redevelopment projects that commenced operations in 2025; and
▪
$5.5 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships;
o
$16.2 million increase from acquisitions of operating properties in 2025 as compared to 2024 activity; and
o
$5.0 million increase from rent commencements at completed development properties; partially offset by
o
$3.5 million decrease due to disposition of operating properties.
•
$31.1 million increase from contractual Recoveries from tenants which represents their proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, mainly from the following:
o
$23.2 million increase primarily driven by higher operating costs and higher recovery rates due to increased occupancy in the current year;
o
$6.5 million increase driven by the acquisition of operating properties in 2025 as compared to 2024 and rent commencements at development properties; and
o
$2.0 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by
o
$0.5 million decrease due to disposition of operating properties.
•
$1.6 million increase in Other lease income mainly due to increase in lease termination fee income.
•
$4.2 million increase in Straight-line rent mainly due to timing and degree of contractual rent steps and new lease commencements.
There were no significant changes in Other property income, or Management, transaction, and other fees.
Changes in our operating expenses are summarized in the following table:
(in thousands)
2025
2024
Change
Depreciation and amortization
$
405,044
394,714
10,330
Property operating expense
264,877
248,637
16,240
Real estate taxes
192,282
184,415
7,867
General and administrative
99,407
101,465
(2,058
)
Other operating expenses
8,849
10,867
(2,018
)
Total operating expenses
$
970,459
940,098
30,361
45
Depreciation and amortization increased by $10.3 million, mainly due to the following:
•
$16.7 million increase from acquisitions of operating properties and development properties becoming available for occupancy; and
•
$3.9 million increase related to acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by
•
$9.1 million decrease from same properties mainly driven by the timing of capital expenditures being placed in service within our redevelopment projects and accelerated amortization of certain early tenant move-outs; and
•
$1.4 million decrease from dispositions of operating properties.
Property operating expense increased by $16.2 million, mainly due to the following:
•
$11.7 million increase from same properties primarily due to higher recoverable common area maintenance, management and utility expenses;
•
$4.1 million increase in acquisitions of operating properties and development properties; and
•
$1.4 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by
•
$1.0 million decrease due to disposition of operating properties.
Real estate taxes increased by $7.9 million, mainly due to the following:
•
$5.4 million increase from same properties primarily due to increases in real estate tax assessments across the portfolio;
•
$2.4 million increase from the acquisitions of other operating properties and development properties; and
•
$1.0 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by
•
$1.0 million decrease from dispositions of operating properties.
General and administrative costs decreased by $2.1 million, mainly due to the following:
•
$8.5 million decrease due to higher overhead capitalization resulting from increased development, redevelopment and leasing activity; and
•
$2.0 million decrease due to changes in the fair value of participant obligations within the deferred compensation plan, which were attributable to changes in the fair values of those investments recognized in Net investment income; partially offset by
•
$5.4 million increase in compensation costs primarily driven by performance-based incentive compensation; and
•
$3.0 million increase primarily attributable to higher costs in business promotion, charitable contributions, professional fees and other general and administrative expenses.
Other operating expenses decreased by $2.0 million, mainly due to the $7.7 million of transition costs recognized in 2024 related to the UBP acquisition, partially offset by $5.7 million increase in environmental reserve costs, development pursuit costs, and other fees.
Changes in Other expense, net are summarized in the following table:
(in thousands)
2025
2024
Change
Interest expense, net
Interest on notes payable
$
208,402
187,084
21,318
Interest on unsecured credit facilities
8,343
8,566
(223
)
Capitalized interest
(10,289
)
(6,627
)
(3,662
)
Hedge expense
784
728
56
Interest income
(7,692
)
(9,632
)
1,940
Interest expense, net
199,548
180,119
19,429
Provision for impairment of real estate
4,606
14,304
(9,698
)
Gain on sale of real estate, net of tax
(24,464
)
(34,162
)
9,698
Loss (gain) on early extinguishment of debt
—
180
(180
)
Net investment income
(4,077
)
(6,181
)
2,104
Total other expense, net
$
175,613
154,260
21,353
46
Interest expense, net increased by $19.4 million primarily due to the following:
•
$21.3 million increase in Interest on notes payable primarily due to new net public debt issuances in 2025 at higher rates as compared to 2024; and
•
$1.9 million decrease in Interest income primarily due to lower interest rates in 2025 as compared to 2024 as well as lower average balances in interest bearing accounts and shorter durations of short term investment vehicles; partially offset by
•
$3.7 million increase in Capitalized interest based on the timing and progress of our development and redevelopment projects.
In 2025, Provision for impairment of real estate of $4.6 million was recognized related to sales of five operating properties. In 2024 Provision for impairment of real estate of $14.3 million was recognized related to a sale of an operating property and the change in expected hold period of another operating property, which was subsequently sold in 2025.
During 2025, we recognized Gain on sale of real estate, net of tax of $24.5 million primarily from sales of two operating properties and two outparcels. During 2024, we recognized Gain on sale of real estate, net of tax of $34.2 million primarily from sales of five operating properties and recognition of two sales-type leases.
There were no significant changes in Loss (gain) on early extinguishments of debt.
Net investment income decreased by $2.1 million primarily driven by market volatility during the current period, including a $2.0 million decrease in returns on investments held in the non-qualified deferred compensation plan.
Equity in income of investments in real estate partnerships increased by $83.2 million due to:
•
$76.0 million increase related toa gain recognized from a partial distribution-in-kind transaction and partial sales of real estate; and
•
$7.2 million increase driven from increased occupancy and positive rental spreads on new and renewal leases.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
(in thousands)
2025
2024
Change
Net income
$
540,951
409,840
131,111
Income attributable to noncontrolling interests
(13,491
)
(9,452
)
(4,039
)
Net income attributable to the Company
527,460
400,388
127,072
Preferred stock dividends
(13,650
)
(13,650
)
—
Net income attributable to common shareholders
$
513,810
386,738
127,072
Net income attributable to exchangeable operating partnership units ("EOP")
7,069
2,338
4,731
Net income attributable to common unit holders
$
520,879
389,076
131,803
Income attributable to noncontrolling interests increased by $4.0 million, primarily due to a $4.7 million increase associated with the issuance of 2.8 million exchangeable operating partnership units to unrelated third-party sellers in connection with the acquisition of five properties in July 2025, partially offset by a $0.7 million decrease in net income from other consolidated real estate partnerships.
There was no change in Preferred stock dividends.
Net income attributable to exchangeable operating partnership units increased by $4.7 million, mainly due to the issuance of 2.8 million exchangeable operating partnership units to unrelated third-party sellers in consideration for the acquisition of five properties in July 2025.
47
Supplemental Earnings Information on Non-GAAP Financial Measures
We use certain non-GAAP financial measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the operating results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP financial measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP financial measures could change. See "Non-GAAP Financial Measures" in "Item 1. Business" for additional information regarding the definition of and other information regarding the non-GAAP financial measures we present in this Report.
We do not consider non-GAAP financial measures as an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.
Pro-rata Same Property NOI (Non-GAAP Financial Measures):
Year ended December 31,
(in thousands)
2025
2024
Change
Base rent
$
1,130,009
1,085,391
44,618
Recoveries from tenants
404,326
378,076
26,250
Percentage rent
15,468
15,210
258
Termination fees
6,983
6,502
481
Uncollectible lease income
(2,644
)
(3,695
)
1,051
Other lease income
20,131
19,412
719
Other property income
11,932
11,655
277
Total real estate revenue
1,586,205
1,512,551
73,654
Operating and maintenance
265,592
252,950
12,642
Termination expense
35
30
5
Real estate taxes
205,725
199,700
6,025
Ground rent
15,045
15,181
(136
)
Total real estate operating expenses
486,397
467,861
18,536
Pro-rata same property NOI
$
1,099,808
1,044,690
55,118
Less: Termination fees
6,948
6,472
476
Pro-rata same property NOI, excluding termination fees
$
1,092,860
1,038,218
54,642
Pro-rata same property NOI growth, excluding termination fees
5.3
%
Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:
Total real estate revenue increased by $73.7 million, on a net basis, as follows:
•
Base rent increased by $44.6 million due to contractual rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.
•
Recoveries from tenants increased by $26.3 million due to higher recoverable expenses and increased occupancy.
•
Uncollectible lease income decreased by $1.1 million primarily driven by higher collection rates in the current period resulting in reduced levels of uncollectible lease income.
48
Total real estate operating expenses increased by $18.5 million, on a net basis, as follows:
•
Operating and maintenance increased by $12.6 million primarily due to increases in common area maintenance, management fees, utility costs and other tenant-recoverable costs.
•
Real estate taxes increased by $6.0 million primary due to an increase in real estate assessments across the portfolio.
Reconciliation of Pro-rata Same Property NOI to Net Income Attributable to Common Shareholders:
Year ended December 31,
(in thousands)
2025
2024
Net income attributable to common shareholders
$
513,810
386,738
Less:
Management, transaction, and other fees
28,358
27,874
Other (1)
53,842
49,944
Plus:
Depreciation and amortization
405,044
394,714
General and administrative
99,407
101,465
Other operating expense
8,849
10,867
Other expense, net
175,613
154,260
Equity in income of investments in real estate excluded from NOI (2)
(24,223
)
54,040
Net income attributable to noncontrolling interests
13,491
9,452
Preferred stock dividends
13,650
13,650
NOI
1,123,441
1,047,368
Less non-same property NOI (3)
(23,633
)
(2,678
)
Pro-rata same property NOI
$
1,099,808
1,044,690
Less: Termination fees
(6,948
)
(6,472
)
Pro-rata same property NOI excluding termination fees.
$
1,092,860
1,038,218
(1)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.
(2)
Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
(3)
Includes revenues and expenses attributable to Non-Same Property, Projects in Development, corporate activities, and noncontrolling interests.
Same Property Roll-forward:
Our same property pool includes the following property count, Pro-rata GLA, and changes therein:
2025
2024
(GLA in thousands)
Property Count
GLA
Property Count
GLA
Beginning same property count
397
42,510
394
42,135
Acquired properties owned for entirety of comparable periods
3
220
4
441
Acquisition of UBP
70
4,858
—
—
Developments that reached completion by beginning of earliest comparable period presented
—
—
3
278
Disposed properties
(11
)
(504
)
(4
)
(415
)
SF adjustments (1)
—
165
—
71
Change in intended property use
—
270
—
—
Ending same property count
459
47,519
397
42,510
(1)
SF adjustments arising from re-measurements or redevelopments.
49
Nareit FFO, Core Operating Earnings and AFFO:
Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:
Year ended December 31,
(in thousands, except share information)
2025
2024
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Net income attributable to common shareholders
$
513,810
386,738
Adjustments to reconcile to Nareit FFO:(1)
Depreciation and amortization (excluding FF&E)
430,684
422,581
Provision for impairment of real estate
4,606
14,304
Gain on sale of real estate, net of tax
(100,444
)
(35,069
)
EOP units
7,069
2,338
Nareit FFO attributable to common stock and unit holders
$
855,725
790,892
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit FFO
$
855,725
790,892
Adjustments to reconcile to Core Operating Earnings:(1)
Not Comparable Items
Merger transition costs
—
7,718
Loss on early extinguishment of debt
—
180
Certain Non-Cash Items
Straight-line rent
(27,319
)
(22,980
)
Uncollectible straight-line rent
1,299
2,446
Above/below market rent amortization, net
(23,087
)
(23,431
)
Debt and derivative mark-to-market amortization
6,631
5,837
Core Operating Earnings
$
813,249
760,662
Reconciliation of Core Operating Earnings to AFFO:
Core Operating Earnings
$
813,249
760,662
Adjustments to reconcile to AFFO:(1)
Operating capital expenditures
(137,335
)
(138,229
)
Debt cost and derivative adjustments
9,074
8,391
Stock-based compensation
21,648
18,549
AFFO
$
706,636
649,373
(1)
Includes Regency's share of unconsolidated investment partnerships, net of amounts attributable to noncontrolling interests.
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash flows from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real estate partnerships. The Operating Partnership is a guarantor of the $200 million of outstanding debt of our Parent Company, which we expect to pay off at maturity in 2026 using available liquidity. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.
We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flows from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.
50
On May 13, 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0%. The net proceeds were used (i) to reduce the outstanding balance on the Line, (ii) for the repayment of $250 million of 3.90% unsecured public debt due November 1, 2025, upon its maturity and (iii) for general corporate purposes, which may include the future repayment of other outstanding debt.
As of December 31, 2025, we had $441.8 million of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. We actively monitor the capital markets and maintain flexibility to access them opportunistically, while proactively managing our debt maturity profile to support a strong balance sheet. We currently expect to address these maturing obligations through a combination of cash flows from operations, refinancing, available liquidity under our Line, and proceeds from potential property sales. Of this amount, $88 million was repaid upon maturity on February 2, 2026.
Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.
In addition to our $104.7 million of unrestricted cash, we have the following additional sources of capital available:
(in thousands)
December 31, 2025
ATM program (see note 11 to our Consolidated Financial Statements)
Original offering amount
$
500,000
Available capacity
$
400,000
Line of Credit (see note 8 to our Consolidated Financial Statements)
Total commitment amount
$
1,500,000
Available capacity (1)
$
1,367,940
Maturity (2)
March 23, 2028
(1)
Net of letters of credit issued against our Line.
(2)
The Company has the option to extend the maturity for two additional six-month periods.
The declaration of dividends is determined quarterly by, and in the discretion of, our Board of Directors.
Subsequent to December 31, 2025, our Board of Directors declared the following dividends:
Dividend Declared, per share
Declaration Date
Record Date
Payable Date
Common Stock
$
0.755000
February 4, 2026
March 11, 2026
April 1, 2026
Series A Preferred Stock
$
0.390625
February 4, 2026
April 15, 2026
April 30, 2026
Series B Preferred Stock
$
0.367200
February 4, 2026
April 15, 2026
April 30, 2026
While future dividends on shares of our common stock will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.
We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the years ended December 31, 2025 and 2024, we generated cash flows from operating activities of $827.7 million and $790.2 million, respectively, and paid $530.2 million and $507.0 million in dividends to our common and preferred stock and unit holders, in the same respective periods.
We currently have development and redevelopment projects in various stages of planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding the January 2026 dividends for our common and preferred stock and Operating Partnership units, we estimate that we will require capital during the next 12 months of approximately $910 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements may be impacted by increased costs of construction caused by, without limitation, tariffs and inflation affecting materials, labor, and services from third party contractors and suppliers. We continue to implement mitigation strategies including, but not limited to, entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor and material shortages may extend the time to completion of these projects.
If we start new developments or redevelopments, commit to property acquisitions, repay debt with cash, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.
51
We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2025, 87.3% of our consolidated real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line.
Our Line and unsecured debt require that we remain in compliance with various customary financial covenants, which are described in Note 8 of the Consolidated Financial Statements. We were in compliance with these covenants at December 31, 2025, and expect to remain in compliance.
Summary of Cash Flow Activity
The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:
(in thousands)
2025
2024
Change
Net cash provided by operating activities
$
827,692
790,198
37,494
Net cash used in investing activities
(421,140
)
(326,644
)
(94,496
)
Net cash used in financing activities
(347,775
)
(493,024
)
145,249
Net change in cash, cash equivalents and restricted cash
58,777
(29,470
)
88,247
Total cash, cash equivalents, and restricted cash
$
120,661
61,884
58,777
Net cash provided by operating activities:
Net cash provided by operating activities increased by $37.5 million due to:
•
$42.2 million increase in cash from operations due to the timing of receipts and payments, partially offset by
•
$4.7 million decrease in operating cash flow distributions from Investments in real estate partnerships.
Net cash used in investing activities:
Net cash used in investing activities increased by $94.5 million as follows:
(in thousands)
2025
2024
Change
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $4,273 in 2025
$
(104,153
)
(45,405
)
(58,748
)
Real estate development and capital improvements
(435,112
)
(343,368
)
(91,744
)
Proceeds from sale of real estate
124,992
108,615
16,377
Proceeds from property insurance casualty claims
—
5,286
(5,286
)
Issuance of notes receivable
(838
)
(32,651
)
31,813
Collection of notes receivable
687
3,115
(2,428
)
Investments in real estate partnerships
(44,323
)
(41,345
)
(2,978
)
Return of capital from investments in real estate partnerships
32,549
13,034
19,515
Dividends on investment securities
1,389
453
936
Purchase of investment securities
(103,312
)
(101,044
)
(2,268
)
Proceeds from sale of investment securities
106,981
106,666
315
Net cash used in investing activities
$
(421,140
)
(326,644
)
(94,496
)
Significant changes in investing activities include:
•
We paid $104.2 million in 2025 to purchase nine operating properties. In 2024, we paid $45.4 million to purchase one operating property.
•
During 2025, we invested $91.7 million more on real estate development and capital improvements than the comparable prior year period, as further detailed in a table below.
•
We sold seven operating properties and three land parcels in 2025 for proceeds of $125.0 million compared to six operating properties in 2024 for proceeds of $108.6 million.
•
We received property insurance claim proceeds of $5.3 million in 2024 primarily attributable to a single property that was impacted by a weather event in 2019.
•
During 2024, in connection with a secured lending transaction entered into by the Company, we issued a note receivable in the amount of $29.8 million at an interest rate of 6.8% maturing in January 2027, secured by a grocery-anchored shopping center. In addition, we issued $2.9 million of short-term notes receivable to real estate partners in 2024.
•
We collected $0.7 million in short-term note receivables from real estate partners in 2025, compared to $3.1 million in 2024.
•
Investments in real estate partnerships:
52
o
In 2025, we invested $44.3 million, including $32.6 million to fund our share of debt repayments, $3.2 million to fund our share of an acquisition of an operating property, and $8.6 million to fund our share of development and redevelopment activities.
o
In 2024, we invested $41.3 million, to fund our share of acquiring one operating property within an existing real estate partnership, and for our share of development and redevelopment activities, including investing in two new ground-up development projects.
•
Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds:
o
During 2025, we received $32.5 million, from our share of proceeds from outparcel sales and debt financing activities.
o
During 2024, we received $13.0 million, from our share of proceeds from debt financing activities and for the partial sale of an ownership interest in a real estate partnership.
•
Purchase of investment securities and proceeds from sale of investment securities pertain to investment activities held in our captive insurance company and our deferred compensation plan, as well as:
o
During 2025, we invested approximately $90 million in commercial time deposits with proceeds received from the 2025 Notes. These commercial deposits were subsequently settled at maturity during the third and fourth quarters of 2025.
o
During 2024, we invested approximately $90 million in commercial deposits with proceeds received from the sale of the January 2024 public offering of senior unsecured notes. These commercial deposits were subsequently settled at maturity during the second quarter of 2024.
We plan to continue developing and redeveloping shopping centers for long-term investment. During 2025, we deployed capital of $435.1 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
(in thousands)
2025
2024
Change
Capital expenditures:
Land acquisitions - Development
$
19,136
16,885
2,251
Land acquisitions - Redevelopment
3,607
—
3,607
Building and tenant improvements
120,686
113,550
7,136
Redevelopment costs
122,565
129,553
(6,988
)
Development costs
134,838
61,902
72,936
Capitalized interest
10,122
6,487
3,635
Capitalized direct compensation
24,158
14,991
9,167
Real estate development and capital improvements
$
435,112
343,368
91,744
•
We acquired four land parcels for development and one for redevelopment in 2025, compared to three land parcels for development and two income-producing outparcels in 2024.
•
Building and tenant improvements increased $7.1 million in 2025, primarily related to the timing and volume of capital projects.
•
Redevelopment costs are $7.0 million lower than the prior year. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansions, facade renovations, new out-parcel building construction, and redevelopments related to tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.
•
Development costs are higher in 2025 due to the progress towards completion of our development projects in process. See the tables below for more details about our development projects.
•
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs incurred. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor tenant opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.
•
We have a dedicated staff of employees who directly support our development program, which includes redevelopment of our existing properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.
53
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
December 31, 2025
Property Name
Market
Ownership (1)
Start Date
Estimated Stabilization Year (2)
Estimated / Actual Net Development Costs (1) (3)
% of Costs Incurred
GLA (1)
Cost PSF of GLA (1) (3)
Developments In-Process
Sienna Grande Shops
Houston, TX
75%
Q2-2023
2027
$
9,391
92
%
23
408
The Shops at SunVet
Long Island, NY
100%
Q2-2023
2027
95,233
89
%
170
560
Oakley Shops at Laurel Fields
Bay Area, CA
100%
Q3-2024
2026
35,814
88
%
78
459
The Village at Seven Pines
Jacksonville, FL
100%
Q3-2025
2028
112,302
16
%
239
470
Ellis Village Center (South)
Bay Area, CA
100%
Q3-2025
2028
29,660
16
%
49
605
Culver Commons
Los Angeles, CA
100%
Q4-2025
2028
15,852
6
%
13
1,219
Lone Tree Village
Denver, CO
100%
Q4-2025
2028
30,658
17
%
158
194
Oak Valley Village
Los Angeles, CA
75%
Q4-2025
2028
43,534
3
%
173
252
Total Developments In-Process
$
372,444
41
%
903
$
412
Developments Completed
Baybrook East - Phase 1B (4)
Houston, TX
50%
Q2-2022
2026
$
9,500
98
%
83
114
The Shops at Stone Bridge
Cheshire, CT
100%
Q1-2024
2026
67,260
90
%
162
415
Jordan Ranch Market
Houston, TX
50%
Q3-2024
2026
24,189
92
%
78
310
Total Developments Completed
$
100,949
91
%
323
$
313
(1)
Estimated net development costs and GLA are reported based on the Company’s ownership interest in the real estate partnership at completion.
(2)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(3)
Includes leasing costs and is net of tenant reimbursements.
(4)
The values are reflected at the Company's pro-rata share of 50.0%, as the project was completed prior to the Company's purchase of its partner's 50.0% ownership interest.
The following table summarizes our redevelopment projects in process and completed:
(in thousands)
December 31, 2025
Property Name
Market
Ownership (1)
Start Date
Estimated Stabilization Year (2)
Estimated Net Project Costs (1) (3)
% of Costs Incurred
Redevelopments In-Process
Bloom on Third
Los Angeles, CA
35%
Q4-2022
2027
$
24,525
73
%
Serramonte Center - Phase 3
San Francisco, CA
100%
Q2-2023
2026
36,989
48
%
West Chester Plaza
Cincinnati, OH
100%
Q4-2024
2028
15,442
34
%
Willows Shopping Center
Bay Area, CA
100%
Q4-2024
2027
16,807
40
%
The Crossing Clarendon
Metro DC
100%
Q2-2025
2027
13,679
35
%
East Meadow Plaza - Phase 1
Long Island, NY
100%
Q3-2024
2026
11,736
68
%
East Meadow Plaza - Phase 2A
Long Island, NY
100%
Q3-2025
2027
15,969
37
%
Various Redevelopments
Various
Various
Various
Various
89,834
44
%
Total Redevelopments In-Process
$
224,981
47
%
Redevelopments Completed
Circle Marina Shops & Marketplace
Los Angeles, CA
100%
Q3-2023
2025
$
15,486
99
%
Avenida Biscayne
Miami, FL
100%
Q4-2023
2025
21,780
93
%
Anastasia Plaza
Jacksonville, FL
100%
Q3-2024
2025
15,217
90
%
Cambridge Square
Atlanta, GA
100%
Q4-2023
2025
13,027
93
%
Various Properties
Various
Various
Various
Various
47,096
95
%
Total Redevelopments Completed
$
112,606
94
%
(1)
Estimated net development costs are reported based on the Company's ownership interest in the real estate partnership at completion.
(2)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(3)
Includes leasing costs and is net of tenant reimbursements.
54
Net cash used in financing activities:
Net cash flows used in financing activities decreased by $145.2 million during 2025, as follows:
(in thousands)
2025
2024
Change
Cash flows from financing activities:
Net proceeds from common stock issuance
$
98,167
—
98,167
Tax withholding on stock-based compensation
(6,794
)
(19,540
)
12,746
Common shares repurchased through share repurchase program
—
(200,066
)
200,066
Redemption of exchangeable operating partnership units
(2,046
)
—
(2,046
)
Proceeds from sale of treasury stock
502
210
292
Contributions from noncontrolling interests
16,594
6,789
9,805
Distributions to and redemptions of noncontrolling interests
(40,994
)
(12,185
)
(28,809
)
Distributions to exchangeable operating partnership unit holders
(5,007
)
(2,952
)
(2,055
)
Dividends paid to common shareholders
(511,564
)
(490,365
)
(21,199
)
Dividends paid to preferred shareholders
(13,650
)
(13,650
)
—
Repayment of fixed rate unsecured notes
(250,000
)
(250,000
)
—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount
397,116
722,860
(325,744
)
Proceeds from unsecured credit facilities
650,000
722,419
(72,419
)
Repayment of unsecured credit facilities
(595,000
)
(809,419
)
214,419
Proceeds from notes payable
10,000
12,000
(2,000
)
Repayment of notes payable
(80,130
)
(131,261
)
51,131
Scheduled principal payments
(11,144
)
(11,209
)
65
Payment of financing costs
(3,825
)
(16,655
)
12,830
Net cash used in financing activities
$
(347,775
)
(493,024
)
145,249
Significant changes in financing activities include the following:
•
During 2025, we received $98.2 million in Net proceeds from common stock issuance upon settling forward sales agreements under our ATM program.
•
Tax withholding on stock-based compensation totaled $6.8 million and $19.5 million during the years ended December 31, 2025 and 2024, respectively.
•
During 2024, we paid $200.1 million to repurchase 3,306,709 shares of our common stock under our prior stock repurchase program.
•
During 2025, we paid $2.0 million for the Redemption of exchangeable operating partnership units.
•
During 2025, we received $16.6 million in Contributions from noncontrolling interests for the limited partners' share of development funding compared to $6.8 million in 2024.
•
During 2025, we distributed $41.0 million to limited partners, including redemption of non-controlling interest in two real estate partnerships. During 2024, we distributed $12.2 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.
•
We paid $23.3 million more in Dividends paid to common shareholders and Distributions to exchangeable operating partnership unit holders in 2025 as a result of a higher dividend rate and an increase in the total number of shares and units outstanding.
•
We had the following debt related activity during 2025:
o
We repaid $250.0 million in unsecured public debt,
o
We received $397.1 million in proceeds from issuing unsecured public debt,
o
We received $55.0 million in net proceeds from our Line,
o
We received $10.0 million in proceeds from a mortgage refinancing,
o
We paid $91.3 million for debt repayments, including:
▪
$80.1 million for repaying seven mortgage loans at maturity, and
▪
$11.1 million in principal mortgage payments.
o
We paid $3.8 million in loan costs relating to the unsecured public debt offering.
•
We had the following debt related activity during 2024:
o
We repaid $250.0 million in unsecured public debt,
o
We received $722.9 million from issuing unsecured public debt
o
We repaid a net $87.0 million on our Line,
55
o
We received $12.0 million from a mortgage refinancing,
o
We paid $142.5 million for debt repayments, including:
▪
$131.3 million for repaying three mortgage loans at maturity, and
▪
$11.2 million in principal mortgage payments.
o
We paid $16.7 million in loan costs relating to the recast of the Line as well as the unsecured public debt offering.
Contractual Obligations and Other Commitments
We have material cash obligations at December 31, 2025, which are discussed in our notes to Consolidated Financial Statements and include:
•
Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 8, and related interest rate swaps as discussed in note 9;
•
We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases pertaining to office space from which we conduct our business. These lease obligations are discussed in note 7;
•
Our share of mortgage loans within our Investments in real estate partnerships, as discussed in note 4;
•
Letters of credit of $12.9 million issued to cover our captive insurance program and performance obligations on certain development projects, the latter of which will be satisfied upon completion of the development projects;
•
Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in note 13; and
•
We will also incur obligations related to construction or development contracts on projects in process, as further described in the Liquidity and Capital Resources section; however, future amounts under these construction contracts are not due until future satisfactory performance under the contracts.
Critical Accounting Estimates
Knowledge about our significant accounting policies is necessary for a complete understanding of our Consolidated Financial Statements. The preparation of our Consolidated Financial Statements requires that we make certain estimates, judgments, and assumptions that impact the balance of assets and liabilities as of the financial statement date and the reported amount of income and expenses during the financial reporting period. These accounting estimates, judgments and assumptions are based upon, but not limited to historical experience, current trends, expected future results, current market conditions, and interpretation of industry accounting standards. While the following is not intended to be a comprehensive list of our accounting estimates, the estimates discussed below are believed to be critical because of their significance to the Consolidated Financial Statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates.
Impairment of Real Estate Investments
In accordance with GAAP, we evaluate our real estate for impairment whenever there are events or changes in circumstances, including property operating performance, general market conditions or changes in expected hold periods, that indicate that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such events or changes occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, comparable sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over the estimated fair value.
The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.
56
Recent Accounting Pronouncements
See note 1 to Consolidated Financial Statements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
•
Under the Line, as further described in note 8 to the Consolidated Financial Statements, we have a variable interest rate that, as of December 31, 2025, was based upon an annual rate of Secured Overnight Financing Rate ("SOFR") plus a 0.10% market adjustment ("Adjusted SOFR") plus an applicable margin of 0.685%. SOFR rates charged on our Line change daily, and the applicable margin on the Line is dependent upon maintaining specific credit ratings or leverage targets, as well as meeting specific sustainability target thresholds. If our credit ratings were downgraded or if we fail to meet the leverage targets or sustainability target thresholds, the applicable margin on the Line would increase, resulting in higher interest costs. As of December 31, 2025 the Adjusted SOFR plus the applicable margin of 0.685% was 4.445%.
•
We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may also enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.
We continuously monitor capital market conditions and assess our ability to favorably refinance maturing debt and to fund our commitments. Based on our current credit ratings, the available capacity under our unsecured credit facility, and the number of unencumbered high quality properties we own that could serve as collateral, we believe we will be able to issue new secured or unsecured debt to finance maturing debt obligations; however, the extent to which capital market volatility and changes in interest rates may adversely affect the cost or availability of such financing remains uncertain.
The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2025. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, 2025, and are subject to change. In addition, we continually assess the market risk for floating rate debt and believe that an increase of 100 basis points in interest rates would decrease future earnings and cash flows by approximately $1.2 million per year based on $120.0 million floating rate line of credit balance outstanding at December 31, 2025.
Further, the table below incorporates only those exposures that exist as of December 31, 2025, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm but unused commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.
The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of December 31, 2025:
(dollars in thousands)
2026
2027
2028
2029
2030
Thereafter
Total
Fair Value
Fixed rate debt (1)
$
360,684
757,610
360,305
527,739
607,608
2,064,885
4,678,831
4,554,628
Average interest rate for all fixed rate debt (2)
4.21
%
4.33
%
4.32
%
4.54
%
4.79
%
4.81
%
Variable rate SOFR debt (1)
$
—
—
120,000
—
—
—
120,000
120,000
Average interest rate for all variable rate debt (2)
4.45
%
4.45
%
4.45
%
—
%
—
%
—
%
(1)
Reflects amount of debt maturities during each of the years presented as of December 31, 2025.
(2)
Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of December 31, 2025, was used to determine the average interest rate for all future periods.
57
Item 8. Financial Statements and Supplementary Data
Regency Centers Corporation and Regency Centers, L.P.
Index to Financial Statements
Reports of Independent Registered Public Accounting Firm(PCAOB ID No. 185)
All other schedules are omitted because of the absence of conditions under which they are required, materiality or because information required therein is shown in the Consolidated Financial Statements or notes thereto.
58
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Regency Centers Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $11.3 billion as of December 31, 2025. The Company evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.
We identified the Company’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Company that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Company’s assessment of events or changes in circumstances that
59
could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:
•
inquired of management and obtained written representations regarding potential property disposal plans, if any
•
read minutes of the meetings of the Company’s board of directors
•
inquired of the Company’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
•
compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
•
inspected listings from external sources of real estate properties for sale by the Company.
/s/ KPMG LLP
We have served as the Company's auditor since 1993.
Jacksonville, Florida
February 13, 2026
60
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of
Regency Centers Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 13, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Jacksonville, Florida
February 13, 2026
61
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Regency Centers Corporation
and the Partners of Regency Centers, L.P.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, 2026 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of expected hold periods for certain real estate assets
As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $11.3 billion as of December 31, 2025. The Partnership evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.
We identified the Partnership’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Partnership that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.
62
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Partnership’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:
•
inquired of management and obtained written representations regarding potential property disposal plans, if any
•
read minutes of the meetings of the general partner’s board of directors
•
inquired of the Partnership’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
•
compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
•
inspected listings from external sources of real estate properties for sale by the Partnership.
/s/ KPMG LLP
We have served as the Partnership's auditor since 1998.
Jacksonville, Florida
February 13, 2026
63
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Regency Centers Corporation
and the Partners of Regency Centers, L.P.:
Opinion on Internal Control Over Financial Reporting
We have audited Regency Centers, L.P. and subsidiaries' (the Partnership) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 13, 2026 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG LLP
Jacksonville, Florida
February 13, 2026
64
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
December 31, 2025 and 2024
(in thousands, except share data)
2025
2024
Assets
Net real estate investments:
Real estate assets, at cost
$
14,561,924
13,698,419
Less: accumulated depreciation
3,267,728
2,960,399
Real estate assets, net
11,294,196
10,738,020
Investments in sales-type leases, net
16,727
16,291
Investments in real estate partnerships
349,856
399,044
Net real estate investments
11,660,779
11,153,355
Cash, cash equivalents, and restricted cash, including $16,004 and $5,601 of restricted cash at December 31, 2025 and 2024, respectively
120,661
61,884
Tenant and other receivables, net
273,862
255,495
Deferred leasing costs, less accumulated amortization of $138,391 and $131,080 at December 31, 2025 and 2024, respectively
97,253
79,911
Acquired lease intangible assets, less accumulated amortization of $421,433 and $395,209 at December 31, 2025 and 2024, respectively
254,201
229,983
Right of use assets, net
315,804
322,287
Other assets
278,723
289,046
Total assets
$
13,001,283
12,391,961
Liabilities and Equity
Liabilities:
Notes payable, net
$
4,619,301
4,343,700
Unsecured credit facility
120,000
65,000
Accounts payable and other liabilities
391,847
392,302
Acquired lease intangible liabilities, less accumulated amortization of $243,040 and $222,052 at December 31, 2025 and 2024, respectively
356,454
364,608
Lease liabilities
242,368
244,861
Tenants' security, escrow deposits and prepaid rent
89,707
81,183
Total liabilities
5,819,677
5,491,654
Commitments and contingencies
—
—
Equity:
Shareholders' equity:
Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at December 31, 2025 and 2024
225,000
225,000
Common stock $0.01 par value per share, 220,000,000 shares authorized; 182,902,234 and 181,361,454 shares issued and outstanding at December 31, 2025 and 2024, respectively
1,829
1,814
Treasury stock at cost, 494,307 and 479,251 shares held at December 31, 2025 and 2024, respectively
(31,075
)
(28,045
)
Additional paid-in-capital
8,704,138
8,503,227
Accumulated other comprehensive (loss) income
(4,220
)
2,226
Distributions in excess of net income
(1,988,782
)
(1,980,076
)
Total shareholders' equity
6,906,890
6,724,146
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $264,950 and $81,076 at December 31, 2025 and 2024, respectively
144,940
40,744
Limited partners' interests in consolidated partnerships
129,776
135,417
Total noncontrolling interests
274,716
176,161
Total equity
7,181,606
6,900,307
Total liabilities and equity
$
13,001,283
12,391,961
The accompanying notes are an integral part of the consolidated financial statements.
65
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the years ended December 31, 2025, 2024, and 2023
(in thousands, except per share data)
2025
2024
2023
Revenues:
Lease income
$
1,511,425
1,411,379
1,283,939
Other property income
13,741
14,651
11,573
Management, transaction, and other fees
28,358
27,874
26,954
Total revenues
1,553,524
1,453,904
1,322,466
Operating expenses:
Depreciation and amortization
405,044
394,714
352,282
Property operating expense
264,877
248,637
229,209
Real estate taxes
192,282
184,415
165,560
General and administrative
99,407
101,465
97,806
Other operating expenses
8,849
10,867
9,459
Total operating expenses
970,459
940,098
854,316
Other expense, net:
Interest expense, net
199,548
180,119
154,249
Provision for impairment of real estate
4,606
14,304
—
Gain on sale of real estate, net of tax
(24,464
)
(34,162
)
(661
)
Loss (gain) on early extinguishment of debt
—
180
(99
)
Net investment income
(4,077
)
(6,181
)
(5,665
)
Total other expense, net
175,613
154,260
147,824
Income before equity in income of investments in real estate partnerships
407,452
359,546
320,326
Equity in income of investments in real estate partnerships
133,499
50,294
50,541
Net income
540,951
409,840
370,867
Noncontrolling interests:
Exchangeable operating partnership units ("EOP")
(7,069
)
(2,338
)
(2,008
)
Limited partners' interests in consolidated partnerships
(6,422
)
(7,114
)
(4,302
)
Net income attributable to noncontrolling interests
(13,491
)
(9,452
)
(6,310
)
Net income attributable to the Company
527,460
400,388
364,557
Preferred stock dividends
(13,650
)
(13,650
)
(5,057
)
Net income attributable to common shareholders
$
513,810
386,738
359,500
Net income attributable to common shareholders:
Per common share - basic
$
2.82
2.12
2.04
Per common share - diluted
$
2.82
2.11
2.04
The accompanying notes are an integral part of the consolidated financial statements.
66
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025, 2024, and 2023
(in thousands)
2025
2024
2023
Net income
$
540,951
409,840
370,867
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
(2,659
)
12,523
(2,448
)
Reclassification adjustment of derivative instruments included in net income
(4,738
)
(8,895
)
(7,536
)
Unrealized gain (loss) on available-for-sale debt securities
436
(32
)
337
Other comprehensive (loss) income
(6,961
)
3,596
(9,647
)
Comprehensive income
533,990
413,436
361,220
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
13,491
9,452
6,310
Other comprehensive (loss) income attributable to noncontrolling interests
(515
)
62
(779
)
Comprehensive income attributable to noncontrolling interests
12,976
9,514
5,531
Comprehensive income attributable to the Company
$
521,014
403,922
355,689
The accompanying notes are an integral part of the consolidated financial statements.
67
REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the years ended December 31, 2025, 2024, and 2023
(in thousands, except per share data)
Shareholders' Equity
Noncontrolling Interests
Preferred Stock
Common Stock
Treasury Stock
Additional Paid In Capital
Accumulated Other Comprehensive Loss
Distributions in Excess of Net Income
Total Shareholders' Equity
Exchangeable Operating Partnership Units
Limited Partners' Interest in Consolidated Partnerships
Total Noncontrolling Interests
Total Equity
Balance at December 31, 2022
$
—
1,711
(24,461
)
7,877,152
7,560
(1,764,977
)
6,096,985
34,489
46,565
81,054
6,178,039
Net income
—
—
—
—
—
364,557
364,557
2,008
4,302
6,310
370,867
Other comprehensive loss
Other comprehensive loss before reclassification
—
—
—
—
(2,063
)
—
(2,063
)
(9
)
(39
)
(48
)
(2,111
)
Amounts reclassified from accumulated other comprehensive loss
—
—
—
—
(6,805
)
—
(6,805
)
(39
)
(692
)
(731
)
(7,536
)
Adjustment for noncontrolling interests
—
—
—
13,518
—
—
13,518
(13,518
)
—
(13,518
)
—
Deferred compensation plan, net
—
—
(1,027
)
1,027
—
—
—
—
—
—
—
Amortization of equity awards
—
2
—
20,439
—
—
20,441
—
—
—
20,441
Tax withholding on stock-based compensation
—
—
—
(7,074
)
—
—
(7,074
)
—
—
—
(7,074
)
Common stock repurchased and retired
—
(3
)
—
(20,003
)
—
—
(20,006
)
—
—
—
(20,006
)
Repurchase of EOP units
—
—
—
—
—
—
—
(9,163
)
—
(9,163
)
(9,163
)
Common stock issued under dividend reinvestment plan
—
—
—
622
—
—
622
—
—
—
622
Common stock issued for exchangeable units exchanged
—
—
—
198
—
—
198
(198
)
—
(198
)
—
Common stock issued, net of issuance costs
—
136
—
818,361
—
—
818,497
—
—
—
818,497
Issuance of EOP units
—
—
—
—
—
—
—
31,253
—
31,253
31,253
Issuance of preferred stock
225,000
—
—
—
—
—
225,000
—
—
—
225,000
Contributions from partners
—
—
—
—
—
—
—
—
74,730
74,730
74,730
Distributions to partners
—
—
—
—
—
—
—
—
(7,813
)
(7,813
)
(7,813
)
Dividends declared:
Preferred stock stock/unit (Series A: $0.781250 per share/unit; Series B: $0.734400 per share/unit)
—
—
—
—
—
(5,057
)
(5,057
)
—
—
—
(5,057
)
Common stock/unit ($2.620 per share/unit)
—
—
—
—
—
(466,126
)
(466,126
)
(2,628
)
—
(2,628
)
(468,754
)
Balance at December 31, 2023
$
225,000
1,846
(25,488
)
8,704,240
(1,308
)
(1,871,603
)
7,032,687
42,195
117,053
159,248
7,191,935
68
Shareholders' Equity
Noncontrolling Interests
Preferred Stock
Common Stock
Treasury Stock
Additional Paid In Capital
Accumulated Other Comprehensive Income (Loss)
Distributions in Excess of Net Income
Total Shareholders' Equity
Exchangeable Operating Partnership Units
Limited Partners' Interest in Consolidated Partnerships
Total Noncontrolling Interests
Total Equity
Balance at December 31, 2023
$
225,000
1,846
(25,488
)
8,704,240
(1,308
)
(1,871,603
)
7,032,687
42,195
117,053
159,248
7,191,935
Net income
—
—
—
—
—
400,388
400,388
2,338
7,114
9,452
409,840
Other comprehensive income
Other comprehensive income before reclassification
—
—
—
—
11,845
—
11,845
70
576
646
12,491
Amounts reclassified from accumulated other comprehensive income
—
—
—
—
(8,311
)
—
(8,311
)
(50
)
(534
)
(584
)
(8,895
)
Adjustment for noncontrolling interests
—
—
—
(10,833
)
—
—
(10,833
)
2,119
8,714
10,833
—
Deferred compensation plan, net
—
—
(2,557
)
2,557
—
—
—
—
—
—
—
Amortization of equity awards
—
1
—
24,916
—
—
24,917
—
—
—
24,917
Tax withholding on stock-based compensation
—
—
—
(19,012
)
—
—
(19,012
)
—
—
—
(19,012
)
Common stock repurchased and retired
—
(33
)
—
(200,033
)
—
—
(200,066
)
—
—
—
(200,066
)
Common stock issued under dividend reinvestment plan
—
—
—
657
—
—
657
—
—
—
657
Common stock issued for exchangeable units exchanged
—
—
—
735
—
—
735
(735
)
—
(735
)
—
Contributions from partners
—
—
—
—
—
—
—
—
14,679
14,679
14,679
Distributions to partners
—
—
—
—
—
—
—
—
(12,185
)
(12,185
)
(12,185
)
Dividends declared:
Preferred stock stock/unit (Series A: $1.562500 per share/unit; Series B: $1.468800 per share/unit)
—
—
—
—
—
(13,650
)
(13,650
)
—
—
—
(13,650
)
Common stock/unit ($2.715 per share/unit)
—
—
—
—
—
(495,211
)
(495,211
)
(5,193
)
—
(5,193
)
(500,404
)
Balance at December 31, 2024
$
225,000
1,814
(28,045
)
8,503,227
2,226
(1,980,076
)
6,724,146
40,744
135,417
176,161
6,900,307
69
Shareholders' Equity
Noncontrolling Interests
Preferred Stock
Common Stock
Treasury Stock
Additional Paid In Capital
Accumulated Other Comprehensive Income (Loss)
Distributions in Excess of Net Income
Total Shareholders' Equity
Exchangeable Operating Partnership Units
Limited Partners' Interest in Consolidated Partnerships
Total Noncontrolling Interests
Total Equity
Balance at December 31, 2024
$
225,000
1,814
(28,045
)
8,503,227
2,226
(1,980,076
)
6,724,146
40,744
135,417
176,161
6,900,307
Net income
—
—
—
—
—
527,460
527,460
7,069
6,422
13,491
540,951
Other comprehensive loss
Other comprehensive loss before reclassification
—
—
—
—
(2,070
)
—
(2,070
)
(2
)
(151
)
(153
)
(2,223
)
Amounts reclassified from accumulated other comprehensive loss
—
—
—
—
(4,376
)
—
(4,376
)
(42
)
(320
)
(362
)
(4,738
)
Adjustment for noncontrolling interests
—
—
—
83,514
—
—
83,514
(95,323
)
11,809
(83,514
)
—
Deferred compensation plan, net
—
—
(3,030
)
3,030
—
—
—
—
—
—
—
Amortization of equity awards
—
2
—
22,085
—
—
22,087
—
—
—
22,087
Tax withholding on stock-based compensation
—
—
—
(6,794
)
—
—
(6,794
)
—
—
—
(6,794
)
Repurchase of EOP units
—
—
—
—
—
—
—
(2,046
)
—
(2,046
)
(2,046
)
Common stock issued under dividend reinvestment plan
—
—
—
722
—
—
722
—
—
—
722
Common stock issued for exchangeable units exchanged
—
—
—
200
—
—
200
(200
)
—
(200
)
—
Common stock issued, net of issuance costs
—
13
—
98,154
—
—
98,167
—
—
—
98,167
Contributions from partners
—
—
—
—
—
—
—
201,872
17,593
219,465
219,465
Distributions to partners
—
—
—
—
—
—
—
—
(40,994
)
(40,994
)
(40,994
)
Dividends declared:
Preferred stock stock/unit (Series A: $1.562500 per share/unit; Series B: $1.468800 per share/unit)
—
—
—
—
—
(13,650
)
(13,650
)
—
—
—
(13,650
)
Common stock/unit ($2.870 per share/unit)
—
—
—
—
—
(522,516
)
(522,516
)
(7,132
)
—
(7,132
)
(529,648
)
Balance at December 31, 2025
$
225,000
1,829
(31,075
)
8,704,138
(4,220
)
(1,988,782
)
6,906,890
144,940
129,776
274,716
7,181,606
The accompanying notes are an integral part of the consolidated financial statements.
70
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024, and 2023
(in thousands)
2025
2024
2023
Cash flows from operating activities:
Net income
$
540,951
409,840
370,867
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
405,044
394,714
352,282
Amortization of deferred financing costs and debt premiums
15,011
13,096
8,252
Amortization of above and below market lease intangibles, net
(22,290
)
(22,701
)
(29,130
)
Stock-based compensation, net of capitalization
19,459
23,504
20,075
Equity in income of investments in real estate partnerships
(133,499
)
(50,294
)
(50,541
)
Gain on sale of real estate, net of tax
(24,464
)
(34,162
)
(661
)
Provision for impairment of real estate, net of tax
4,606
14,304
—
Loss (gain) on early extinguishment of debt
—
180
(99
)
Distribution of earnings from investments in real estate partnerships
64,471
69,156
66,531
Deferred compensation expense
3,272
5,256
4,782
Realized and unrealized gain on investments
(4,119
)
(5,930
)
(5,571
)
Changes in assets and liabilities:
Tenant and other receivables
(18,519
)
(24,219
)
(13,904
)
Deferred leasing costs
(18,961
)
(11,703
)
(11,156
)
Other assets
(1,962
)
1,818
3,028
Accounts payable and other liabilities
(7,868
)
4,253
5,152
Tenants' security, escrow deposits and prepaid rent
6,560
3,086
(316
)
Net cash provided by operating activities
827,692
790,198
719,591
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $4,273 in 2025
(104,153
)
(45,405
)
(45,386
)
Acquisition of UBP, net of cash acquired of $14,143
—
—
(82,389
)
Real estate development and capital improvements
(435,112
)
(343,368
)
(232,855
)
Proceeds from sale of real estate
124,992
108,615
11,167
Proceeds from property insurance casualty claims
—
5,286
—
Issuance of notes receivable
(838
)
(32,651
)
(4,000
)
Collection of notes receivable
687
3,115
4,000
Investments in real estate partnerships
(44,323
)
(41,345
)
(13,119
)
Return of capital from investments in real estate partnerships
32,549
13,034
11,308
Dividends on investment securities
1,389
453
1,283
Purchase of investment securities
(103,312
)
(101,044
)
(7,990
)
Proceeds from sale of investment securities
106,981
106,666
16,003
Net cash used in investing activities
(421,140
)
(326,644
)
(341,978
)
71
2025
2024
2023
Cash flows from financing activities:
Net proceeds from common stock issuance
$
98,167
—
(33
)
Tax withholding on stock-based compensation
(6,794
)
(19,540
)
(7,662
)
Common shares repurchased through share repurchase program
—
(200,066
)
(20,006
)
Redemption of exchangeable operating partnership units
(2,046
)
—
(9,163
)
Proceeds from sale of treasury stock
502
210
103
Contributions from noncontrolling interests
16,594
6,789
10,238
Distributions to and redemptions of noncontrolling interests
(40,994
)
(12,185
)
(7,813
)
Distributions to exchangeable operating partnership unit holders
(5,007
)
(2,952
)
(2,368
)
Dividends paid to common shareholders
(511,564
)
(490,365
)
(453,065
)
Dividends paid to preferred shareholders
(13,650
)
(13,650
)
(3,413
)
Repayment of fixed rate unsecured notes
(250,000
)
(250,000
)
—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount
397,116
722,860
—
Proceeds from unsecured credit facilities
650,000
722,419
557,000
Repayment of unsecured credit facilities
(595,000
)
(809,419
)
(405,000
)
Proceeds from notes payable
10,000
12,000
59,500
Repayment of notes payable
(80,130
)
(131,261
)
(61,592
)
Scheduled principal payments
(11,144
)
(11,209
)
(11,235
)
Payment of financing costs
(3,825
)
(16,655
)
(526
)
Net cash used in financing activities
(347,775
)
(493,024
)
(355,035
)
Net change in cash, cash equivalents and restricted cash
58,777
(29,470
)
22,578
Cash, cash equivalents, and restricted cash at beginning of the year
61,884
91,354
68,776
Cash, cash equivalents, and restricted cash at end of the year
$
120,661
$
61,884
91,354
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $10,289, $6,627, and $5,695 in 2025, 2024, and 2023, respectively)
$
179,216
161,356
147,176
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid
$
143,260
133,114
126,683
Right of use assets obtained in exchange for new operating lease liabilities
$
278
1,271
36,577
Sale of leased asset in exchange for net investment in sales-type lease
$
—
2,846
8,510
Acquisition of operating real estate:
Tenant and other receivable and other assets
$
1,389
231
37,799
Acquired lease intangible assets
$
55,081
5,359
136,652
Notes payable assumed in acquisition, at fair value
$
166,480
—
284,706
Intangible liabilities, accounts payable and other liabilities
$
23,198
6,580
119,750
Noncontrolling interest assumed in acquisition, at fair value
$
—
—
64,492
Common stock exchanged for UBP shares
$
—
—
818,530
Preferred stock exchanged for UBP shares
$
—
—
225,000
Acquisition of previously unconsolidated real estate investments:
Acquired lease intangible assets
$
23,237
—
—
Notes payable assumed in acquisition, at fair value
$
38,485
—
—
Intangible liabilities, Accounts payable and other liabilities
$
9,918
—
—
Acquisition of real estate assets
$
127,820
—
—
Exchangeable operating partnership units issued for acquisition of real estate
$
199,662
—
31,253
Change in accrued capital expenditures
$
8,207
14,036
8,877
Contributions to investments in real estate partnerships
$
1,050
18,459
920
Contributions from limited partners in consolidated partnerships
$
3,209
7,890
—
The accompanying notes are an integral part of the consolidated financial statements.
72
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
December 31, 2025 and 2024
(in thousands, except unit data)
2025
2024
Assets
Net real estate investments:
Real estate assets, at cost
$
14,561,924
13,698,419
Less: accumulated depreciation
3,267,728
2,960,399
Real estate assets, net
11,294,196
10,738,020
Investments in sales-type leases, net
16,727
16,291
Investments in real estate partnerships
349,856
399,044
Net real estate investments
11,660,779
11,153,355
Cash, cash equivalents, and restricted cash, including $16,004 and $5,601 of restricted cash at December 31, 2025 and 2024, respectively
120,661
61,884
Tenant and other receivables, net
273,862
255,495
Deferred leasing costs, less accumulated amortization of $138,391 and $131,080 at December 31, 2025 and 2024, respectively
97,253
79,911
Acquired lease intangible assets, less accumulated amortization of $421,433 and $395,209 at December 31, 2025 and 2024, respectively
254,201
229,983
Right of use assets, net
315,804
322,287
Other assets
278,723
289,046
Total assets
$
13,001,283
12,391,961
Liabilities and Capital
Liabilities:
Notes payable, net
$
4,619,301
4,343,700
Unsecured credit facility
120,000
65,000
Accounts payable and other liabilities
391,847
392,302
Acquired lease intangible liabilities, less accumulated amortization of $243,040 and $222,052 at December 31, 2025 and 2024, respectively
356,454
364,608
Lease liabilities
242,368
244,861
Tenants' security, escrow deposits and prepaid rent
89,707
81,183
Total liabilities
5,819,677
5,491,654
Commitments and contingencies
—
—
Capital:
Partners' capital:
Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstanding, in the aggregate, in Series A and Series B at December 31, 2025 and 2024
225,000
225,000
General partner's common units, 182,902,234 and 181,361,454 units issued and outstanding at December 31, 2025 and 2024, respectively
6,686,110
6,496,920
Limited partners' common units, 3,838,188 and 1,096,659 units issued and outstanding at December 31, 2025 and 2024, respectively
144,940
40,744
Accumulated other comprehensive (loss) income
(4,220
)
2,226
Total partners' capital
7,051,830
6,764,890
Noncontrolling interest: Limited partners' interests in consolidated partnerships
129,776
135,417
Total capital
7,181,606
6,900,307
Total liabilities and capital
$
13,001,283
12,391,961
The accompanying notes are an integral part of the consolidated financial statements.
73
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the years ended December 31, 2025, 2024, and 2023
(in thousands, except per unit data)
2025
2024
2023
Revenues:
Lease income
$
1,511,425
1,411,379
1,283,939
Other property income
13,741
14,651
11,573
Management, transaction, and other fees
28,358
27,874
26,954
Total revenues
1,553,524
1,453,904
1,322,466
Operating expenses:
Depreciation and amortization
405,044
394,714
352,282
Property operating expense
264,877
248,637
229,209
Real estate taxes
192,282
184,415
165,560
General and administrative
99,407
101,465
97,806
Other operating expenses
8,849
10,867
9,459
Total operating expenses
970,459
940,098
854,316
Other expense, net:
Interest expense, net
199,548
180,119
154,249
Provision for impairment of real estate
4,606
14,304
—
Gain on sale of real estate, net of tax
(24,464
)
(34,162
)
(661
)
Loss (gain) on early extinguishment of debt
—
180
(99
)
Net investment income
(4,077
)
(6,181
)
(5,665
)
Total other expense, net
175,613
154,260
147,824
Income before equity in income of investments in real estate partnerships
407,452
359,546
320,326
Equity in income of investments in real estate partnerships
133,499
50,294
50,541
Net income
540,951
409,840
370,867
Limited partners' interests in consolidated partnerships
(6,422
)
(7,114
)
(4,302
)
Net income attributable to the Partnership
534,529
402,726
366,565
Preferred unit distributions
(13,650
)
(13,650
)
(5,057
)
Net income attributable to common unit holders
$
520,879
389,076
361,508
Net income attributable to common unit holders:
Per common unit - basic
$
2.83
2.12
2.04
Per common unit - diluted
$
2.82
2.11
2.04
The accompanying notes are an integral part of the consolidated financial statements.
74
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the years ended December 31, 2025, 2024, and 2023
(in thousands)
2025
2024
2023
Net income
$
540,951
409,840
370,867
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
(2,659
)
12,523
(2,448
)
Reclassification adjustment of derivative instruments included in net income
(4,738
)
(8,895
)
(7,536
)
Unrealized gain (loss) on available-for-sale debt securities
436
(32
)
337
Other comprehensive (loss) income
(6,961
)
3,596
(9,647
)
Comprehensive income
533,990
413,436
361,220
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests
6,422
7,114
4,302
Other comprehensive (loss) income attributable to noncontrolling interests
(471
)
42
(731
)
Comprehensive income attributable to noncontrolling interests
5,951
7,156
3,571
Comprehensive income attributable to the Partnership
$
528,039
406,280
357,649
The accompanying notes are an integral part of the consolidated financial statements.
75
REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the years ended December 31, 2025, 2024, and 2023
(in thousands)
General Partner Preferred and Common Units
Limited Partners
Accumulated Other Comprehensive Income (Loss)
Total Partners' Capital
Noncontrolling Interests in Limited Partners' Interest in Consolidated Partnerships
Total Capital
Balance at December 31, 2022
$
6,089,425
34,489
7,560
6,131,474
46,565
6,178,039
Net income
364,557
2,008
—
366,565
4,302
370,867
Other comprehensive loss
Other comprehensive loss before reclassification
—
(9
)
(2,063
)
(2,072
)
(39
)
(2,111
)
Amounts reclassified from accumulated other comprehensive loss
—
(39
)
(6,805
)
(6,844
)
(692
)
(7,536
)
Adjustment for noncontrolling interests in the Operating Partnership
13,518
(13,518
)
—
—
—
—
Contributions from partners
—
—
—
—
74,730
74,730
Issuance of EOP units
—
31,253
—
31,253
—
31,253
Distributions to partners
(466,126
)
(2,628
)
—
(468,754
)
(7,813
)
(476,567
)
Preferred unit distributions
(5,057
)
—
—
(5,057
)
—
(5,057
)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
20,441
—
—
20,441
—
20,441
Repurchase of EOP units
—
(9,163
)
—
(9,163
)
—
(9,163
)
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs
225,000
—
—
225,000
—
225,000
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company
(20,006
)
—
—
(20,006
)
—
(20,006
)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs
818,497
—
—
818,497
—
818,497
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances
(6,452
)
—
—
(6,452
)
—
(6,452
)
EOP units exchanged for common stock of Parent Company
198
(198
)
—
—
—
—
Balance at December 31, 2023
$
7,033,995
42,195
(1,308
)
7,074,882
117,053
7,191,935
Net income
400,388
2,338
—
402,726
7,114
409,840
Other comprehensive income
Other comprehensive income before reclassification
—
70
11,845
11,915
576
12,491
Amounts reclassified from accumulated other comprehensive income
—
(50
)
(8,311
)
(8,361
)
(534
)
(8,895
)
Adjustment for noncontrolling interests in the Operating Partnership
(10,833
)
2,119
—
(8,714
)
8,714
—
Contributions from partners
—
—
—
—
14,679
14,679
Distributions to partners
(495,211
)
(5,193
)
—
(500,404
)
(12,185
)
(512,589
)
Preferred unit distributions
(13,650
)
—
—
(13,650
)
—
(13,650
)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
24,917
—
—
24,917
—
24,917
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company
(200,066
)
—
—
(200,066
)
—
(200,066
)
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances
(18,355
)
—
—
(18,355
)
—
(18,355
)
EOP units exchanged for common stock of Parent Company
735
(735
)
—
—
—
—
Balance at December 31, 2024
$
6,721,920
40,744
2,226
6,764,890
135,417
6,900,307
76
General Partner Preferred and Common Units
Limited Partners
Accumulated Other Comprehensive Income (Loss)
Total Partners' Capital
Noncontrolling Interests in Limited Partners' Interest in Consolidated Partnerships
Total Capital
Balance at December 31, 2024
$
6,721,920
40,744
2,226
6,764,890
135,417
6,900,307
Net income
527,460
7,069
—
534,529
6,422
540,951
Other comprehensive loss
Other comprehensive loss before reclassification
—
(2
)
(2,070
)
(2,072
)
(151
)
(2,223
)
Amounts reclassified from accumulated other comprehensive loss
—
(42
)
(4,376
)
(4,418
)
(320
)
(4,738
)
Adjustment for noncontrolling interests in the Operating Partnership
83,514
(95,323
)
—
(11,809
)
11,809
—
Contributions from partners
—
201,872
—
201,872
17,593
219,465
Distributions to partners
(522,516
)
(7,132
)
—
(529,648
)
(40,994
)
(570,642
)
Preferred unit distributions
(13,650
)
—
—
(13,650
)
—
(13,650
)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
22,087
—
—
22,087
—
22,087
Repurchase of EOP units
—
(2,046
)
—
(2,046
)
—
(2,046
)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs
98,167
—
—
98,167
—
98,167
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances
(6,072
)
—
—
(6,072
)
—
(6,072
)
EOP units exchanged for common stock of Parent Company
200
(200
)
—
—
—
—
Balance at December 31, 2025
$
6,911,110
144,940
(4,220
)
7,051,830
129,776
7,181,606
The accompanying notes are an integral part of the consolidated financial statements.
77
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the years ended December 31, 2025, 2024, and 2023
(in thousands)
2025
2024
2023
Cash flows from operating activities:
Net income
$
540,951
409,840
370,867
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
405,044
394,714
352,282
Amortization of deferred financing costs and debt premiums
15,011
13,096
8,252
Amortization of above and below market lease intangibles, net
(22,290
)
(22,701
)
(29,130
)
Stock-based compensation, net of capitalization
19,459
23,504
20,075
Equity in income of investments in real estate partnerships
(133,499
)
(50,294
)
(50,541
)
Gain on sale of real estate, net of tax
(24,464
)
(34,162
)
(661
)
Provision for impairment of real estate, net of tax
4,606
14,304
—
Loss (gain) on early extinguishment of debt
—
180
(99
)
Distribution of earnings from investments in real estate partnerships
64,471
69,156
66,531
Deferred compensation expense
3,272
5,256
4,782
Realized and unrealized gain on investments
(4,119
)
(5,930
)
(5,571
)
Changes in assets and liabilities:
Tenant and other receivables
(18,519
)
(24,219
)
(13,904
)
Deferred leasing costs
(18,961
)
(11,703
)
(11,156
)
Other assets
(1,962
)
1,818
3,028
Accounts payable and other liabilities
(7,868
)
4,253
5,152
Tenants' security, escrow deposits and prepaid rent
6,560
3,086
(316
)
Net cash provided by operating activities
827,692
790,198
719,591
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $4,273 in 2025
(104,153
)
(45,405
)
(45,386
)
Acquisition of UBP, net of cash acquired of $14,143
—
—
(82,389
)
Real estate development and capital improvements
(435,112
)
(343,368
)
(232,855
)
Proceeds from sale of real estate
124,992
108,615
11,167
Proceeds from property insurance casualty claims
—
5,286
—
Issuance of notes receivable
(838
)
(32,651
)
(4,000
)
Collection of notes receivable
687
3,115
4,000
Investments in real estate partnerships
(44,323
)
(41,345
)
(13,119
)
Return of capital from investments in real estate partnerships
32,549
13,034
11,308
Dividends on investment securities
1,389
453
1,283
Purchase of investment securities
(103,312
)
(101,044
)
(7,990
)
Proceeds from sale of investment securities
106,981
106,666
16,003
Net cash used in investing activities
(421,140
)
(326,644
)
(341,978
)
78
2025
2024
2023
Cash flows from financing activities:
Net proceeds from common stock issuance
$
98,167
—
(33
)
Tax withholding on stock-based compensation
(6,794
)
(19,540
)
(7,662
)
Common units repurchased through share repurchase program
—
(200,066
)
(20,006
)
Redemption of exchangeable operating partnership units
(2,046
)
—
(9,163
)
Proceeds from sale of treasury stock
502
210
103
Contributions from noncontrolling interests
16,594
6,789
10,238
Distributions to and redemptions of noncontrolling interests
(40,994
)
(12,185
)
(7,813
)
Distributions to partners
(516,571
)
(493,317
)
(455,433
)
Dividends paid to preferred unit holders
(13,650
)
(13,650
)
(3,413
)
Repayment of fixed rate unsecured notes
(250,000
)
(250,000
)
—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount
397,116
722,860
—
Proceeds from unsecured credit facilities
650,000
722,419
557,000
Repayment of unsecured credit facilities
(595,000
)
(809,419
)
(405,000
)
Proceeds from notes payable
10,000
12,000
59,500
Repayment of notes payable
(80,130
)
(131,261
)
(61,592
)
Scheduled principal payments
(11,144
)
(11,209
)
(11,235
)
Payment of financing costs
(3,825
)
(16,655
)
(526
)
Net cash used in financing activities
(347,775
)
(493,024
)
(355,035
)
Net change in cash, cash equivalents and restricted cash
58,777
(29,470
)
22,578
Cash, cash equivalents, and restricted cash at beginning of the year
61,884
91,354
68,776
Cash, cash equivalents, and restricted cash at end of the year
$
120,661
61,884
91,354
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $10,289, $6,627, and $5,695 in 2025, 2024, and 2023, respectively)
$
179,216
161,356
147,176
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid
$
143,260
133,114
126,683
Right of use assets obtained in exchange for new operating lease liabilities
$
278
1,271
36,577
Sale of leased asset in exchange for net investment in sales-type lease
$
—
2,846
8,510
Acquisition of operating real estate:
Tenant and other receivable and other assets
$
1,389
231
37,799
Acquired lease intangible assets
$
55,081
5,359
136,652
Notes payable assumed in acquisition, at fair value
$
166,480
—
284,706
Intangible liabilities, accounts payable and other liabilities
$
23,198
6,580
119,750
Noncontrolling interest assumed in acquisition, at fair value
$
—
—
64,492
Common stock exchanged for UBP shares
$
—
—
818,530
Preferred stock exchanged for UBP shares
$
—
—
225,000
Acquisition of previously unconsolidated real estate investments:
Acquired lease intangible assets
$
23,237
—
—
Notes payable assumed in acquisition, at fair value
$
38,485
—
—
Intangible liabilities, Accounts payable and other liabilities
$
9,918
—
—
Acquisition of real estate assets
$
127,820
—
—
Exchangeable operating partnership units issued for acquisition of real estate
$
199,662
—
31,253
Change in accrued capital expenditures
$
8,207
14,036
8,877
Contributions to investments in real estate partnerships
$
1,050
18,459
920
Contributions from limited partners in consolidated partnerships
$
3,209
7,890
—
The accompanying notes are an integral part of the consolidated financial statements.
79
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
1.
Summary of Significant Accounting Policies
(a)
Organization and Principles of Consolidation
General
Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership and has no other assets other than through its investment in the Operating Partnership. Its only indebtedness consists of $200 million of unsecured private placement notes, which are guaranteed by the Operating Partnership, which the Company plans to payoff at maturity in 2026. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.
As of December 31, 2025, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 391 properties and held partial interests in an additional 90 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Acquisition of Urstadt Biddle Properties Inc.
On August 18, 2023, the Company acquired Urstadt Biddle Properties Inc. ("UBP") which was accounted for as an asset acquisition. Under the terms of the merger agreement, each share of Urstadt Biddle common stock and Urstadt Biddle Class A common stock was converted into 0.347 of a share of common stock of the Parent Company. Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock ("Parent Company Series A preferred stock") and 5.875% Series B Cumulative Redeemable Preferred Stock ("Parent Company Series B preferred stock"), respectively (collectively referred to as the "Preferred Stock").
As a result of the acquisition, the Company acquired 74 properties representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships.
Estimates, Risks and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to change.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent may be influenced by evolving political, economic, trade, tax and immigration policies and macroeconomic uncertainty, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other countries), entry into and termination of treaties and trade agreements, and economic sanctions. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, conflicts and instability in the Middle East and Venezuela, and economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer confidence and spending.
The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including inflation, reduction in consumer confidence and spending, a slowing of growth, and potentially a recession, thereby adversely impacting the costs to our tenants of operating their businesses, demand for their products and services, and their ability to pay rent, and/or decreasing future demand for space in shopping centers, which could adversely impact occupancy rates and rents. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition,
80
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.
Consolidation
The accompanying Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling financial interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method of accounting. All significant inter-company balances and transactions are eliminated in the Consolidated Financial Statements.
The Company consolidates properties that are wholly-owned and properties where it owns less than 100% but holds a controlling financial interest in the entity. Controlling financial interest is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.
Ownership of the Parent Company
The Parent Company currently has a single class of common stock and two series of preferred stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes Common Units and Preferred Units. As of December 31, 2025, the Parent Company owned approximately 97.9% or 182,902,234 of the 186,740,422 of the outstanding Common Units, with the remaining limited partner's Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.
Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or common stock (i.e., registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity, as it relates to EOP units outstanding and concluded that the Parent Company has the right to satisfy the redemption requirements of the units by delivering shares of unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities that most significantly impact the Operating Partnership’s economic performance. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.
Real Estate Partnerships
As of December 31, 2025, the Company held partial ownership interests in 108 properties through various real estate partnerships, of which 18 are consolidated. These partnerships were formed for the purpose of owning and operating real estate properties. The Company's partners in these arrangements include institutional investors, real estate developers or operators, and passive investors (collectively, the "Partners" or "Limited Partners"). The Company’s involvement in these partnerships is through its ownership of its equity interests and its role in property-level management. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. Regency has variable interests in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not have a controlling financial interest, but has significant influence, Regency recognizes its equity investments in them in accordance with the equity method of accounting.
81
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners, except to the extent that the Company has provided contractual payment guarantees.. As managing member, Regency maintains the books and records and typically provides leasing property and asset management services to the partnerships. The Partners' level of involvement in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to participating involvement such as approving leases, operating budgets, and capital budgets.
Some of these entities have been determined to be VIEs under applicable accounting guidelines. This determination is primarily based on the assessment that the Limited Partners lack substantive kick-out rights (i.e., the ability to remove the general or managing partner with a simple majority vote or less) and do not possess substantive participating rights. Those partnerships for which the Partners are involved in the day to day decisions and do not have any other aspects that would cause them to be considered VIEs, are evaluated for consolidation using the voting interest model.
Those partnerships in which Regency does not have a controlling financial interest are accounted for using the equity method of accounting and Regency's ownership interest is recognized through single-line presentation as Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of investments in real estate partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from Investments in real estate partnerships are presented in Cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in Investments in real estate partnerships are presented in Cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. If distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment results in a negative investment balance for a partnership, it is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.
The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is accreted to earnings and recorded in Equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range from 10 to 40 years.
The majority of the operations of the VIEs are funded with cash flows generated by the properties, or in the case of developments, with capital contributions or third-party construction loans.
The carrying amounts of VIEs' assets and liabilities included in the Company's consolidated financial statements, exclusive of the Operating Partnership, are as follows:
(in thousands)
December 31, 2025
December 31, 2024
Assets
Real estate assets, net
$
332,759
312,873
Cash, cash equivalents and restricted cash
21,890
16,687
Tenant and other receivables, net
7,614
5,833
Deferred costs, net
6,715
3,178
Acquired lease intangible assets, net
4,328
6,293
Right of use assets, net
17,656
18,148
Other assets
775
597
Total Assets
$
391,737
363,609
Liabilities
Notes payable
$
23,771
32,653
Accounts payable and other liabilities
12,758
16,149
Acquired lease intangible liabilities, net
10,119
10,627
Tenants' security, escrow deposits and prepaid rent
960
1,260
Lease liabilities
19,559
19,370
Total Liabilities
$
67,167
80,059
82
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Noncontrolling Interests
The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. Noncontrolling interests also include amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These partnership units have a defined redemption amount and the unit holders generally have the right to redeem their units at any time after a certain period from issuance. For these partnership units, the Company has the option to settle redemption amounts in cash or common stock. The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. The partnership units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated Balance Sheets.
Noncontrolling Interests of the Parent Company
The Consolidated Financial Statements of the Parent Company include the following ownership interests held by owners other than the common shareholders of the Parent Company: (i) the EOP units and (ii) the minority-owned interest held by third parties in consolidated partnerships ("Limited partners' interests in consolidated partnerships"). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's shareholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the Parent Company.
The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.
Noncontrolling Interests of the Operating Partnership
The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. Subject to certain conditions and pursuant to the terms of the partnership agreements, the Company generally has the right, but not the obligation, to purchase the other members' interest or sell its own interest in these consolidated partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in Net income and Comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income of the Operating Partnership.
(b)
Revenues, and Tenant and other Receivables
Leasing Income and Tenant Receivables
The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with stated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"), which are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes and insurance and common area maintenance ("CAM") costs (collectively "Recoverable Costs") incurred.
Lease terms generally range from three to seven years for tenant spaces under 10,000 square feet ("Shop Space") and in excess of five years for spaces greater than 10,000 square feet ("Anchor Space"). Many leases also provide tenants the option to extend their lease beyond the initial term of the lease. If a tenant does not exercise its option or otherwise negotiate to renew, the lease expires and the lease contains an obligation for the tenant to relinquish its space, allowing it to be re-leased to a new tenant. This generally involves some level of cost to prepare the space for re-leasing, which is capitalized and depreciated over the shorter period of the life of the subsequent lease or the useful life of the improvement.
83
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The Company accounts for its leases under ASC Topic 842, Leases ("Topic 842"), as follows:
Classification
Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which, based on the customary terms of the Company's leases, are classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. At December 31, 2025, the Company classified three leases as sales type leases, with all others classified as operating leases.
Recognition and Presentation
Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectibility is considered probable. CAM is considered a non-lease component of the lease contract under Topic 842. However, as the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenant's use of the underlying lease asset, the Company elected, as part of an available practical expedient, to combine CAM with the remaining lease components, along with tenant's reimbursement of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated Statements of Operations.
For sales type leases, the Company records any selling profit or loss arising from the lease at inception within Gain on sale of real estate, net of tax in the accompanying Consolidated Statement of Operations, as well as any initial direct costs recorded as an expense if, at commencement, the fair value of the underlying asset differs from its carrying amount, otherwise, they are deferred and included in the net investment in the lease. The net investment in the sales-type lease represents the lease receivable, the components of which are the future lease payments and any guaranteed residual value for the underlying assets, as well as any unguaranteed residual asset expected at the end of the lease term, each measured at net present value discounted using a rate implicit in the lease. Interest income is recorded within Lease income in the accompanying Consolidated Statements of Operations over the lease term so as to produce a constant periodic rate of return on the Company’s net investment in the leases. At the commencement date, the Company derecognizes the carrying amount of the underlying asset. When measuring the net investment in a long-term ground lease, the undiscounted residual value of the land will be limited to its fair value at commencement which will likely equate to its cost.
Collectibility
At lease commencement, the Company generally expects that collectibility of substantially all payments due under the lease is probable due to the Company's credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined not to be probable of collection. Should collectibility of Lease income become probable again, through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized in that period.
In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company's historical collection experience. The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, recoveries from tenants, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. Uncollectible lease income is a direct charge against Lease income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.
84
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:
December 31,
(in thousands)
2025
2024
Tenant receivables
$
29,578
35,306
Straight-line rent receivables
180,871
157,507
Other receivables (1)
63,413
62,682
Total tenant and other receivables, net
$
273,862
255,495
(1)
Other receivables include notes receivables, construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction and other fee income.
Other Property Income and Management Services
The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("Topic 606"), when or as control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with customers within the scope of Topic 606.
Other Property Income
Other property income includes parking fees and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met.
Management, Transaction, and other fees
Property and Asset Management Services
The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature and cancellable through unanimous partner approval, absent an event of default and, in certain cases, specified intentional misconduct. Under these agreements, the Company is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.
Several of the Company's joint venture partnership agreements provide for incentive payments, generally referred to as "promotes" or "earnouts," to Regency for appreciation in property values while Regency is managing member of the partnership. The terms of these promotes are based on appreciation in real estate value over designated time intervals or upon designated events. The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue recognition until the measurement period has completed, when the amount can be reasonably determined and the amount is not probable of significant reversal.
Leasing Services
Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered performed upon successful execution of an acceptable tenant lease for the joint ventures' shopping centers, at which time revenue is recognized. Payment of the first half of the feeis generally due upon lease execution and the second half is generally due upon tenant opening or the commencement of rent payments.
Transaction Services
The Company also receives transaction fees, as contractually agreed upon with in each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any unpaid amounts related to transaction-based fees are included in Tenant and other receivables within the Consolidated Balance Sheets.
85
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Income within Management, transaction, and other fees is primarily derived from contracts with the Company's unconsolidated real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:
Year ended December 31,
(in thousands)
Timing of satisfaction of performance obligations
2025
2024
2023
Management, transaction, and other fees:
Property management services
Over time
$
16,323
15,767
14,075
Asset management services
Over time
6,967
6,548
6,542
Leasing services
Point in time
3,631
3,738
3,908
Other transaction fees
Point in time
1,437
1,821
2,429
Total management, transaction, and other fees
$
28,358
27,874
26,954
The accounts receivable for Total management, transactions, and other fees, which are included within Tenant and other receivables, net in the accompanying Consolidated Balance Sheets, are $17.8 million and $19.7 million, as of December 31, 2025 and 2024, respectively.
Real Estate Sales
The Company accounts for sales of nonfinancial assets under ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, whereby the Company derecognizes real estate and recognizes a gain or loss on sales when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. While generally rare, any retained noncontrolling interest is measured at fair value at that time.
(c)
Real Estate Assets
The following table details the components of Real estate assets in the Consolidated Balance Sheets:
(in thousands)
December 31, 2025
December 31, 2024
Land
$
4,932,642
4,757,704
Land improvements
899,472
807,881
Buildings
6,948,538
6,456,719
Building and tenant improvements
1,634,065
1,461,003
Construction in progress
147,207
215,112
Total real estate assets
$
14,561,924
13,698,419
Capitalization and Depreciation
Real estate assets are stated at cost, less accumulated depreciation, and amortization. The Company periodically assesses the useful lives of its depreciable real estate assets, including those intended to be redeveloped in the near term, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized.
As part of the leasing process, the Company may provide lessees with allowances for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of Lease income. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease.
Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term.
86
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Development and Redevelopment Costs
All specifically identifiable costs related to development and redevelopment activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to the development or redevelopment of the property, construction costs, interest costs, real estate taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other costs incurred during the period of development or redevelopment.
Pre-development costs represent the costs the Company incurs prior to land acquisition or pursuing a redevelopment including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing or redeveloping a shopping center. As of December 31, 2025 and 2024, the Company had nonrefundable deposits and other pre-development costs of approximately $14.8 million and $10.2 million, respectively. If the Company determines that the development or redevelopment of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed. During the years ended December 31, 2025, 2024, and 2023, the Company expensed pre-development costs of approximately $2.3 million, $0.9 million, and $0.1 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.
Interest costs are capitalized into each development and redevelopment project based upon applying the Company's weighted average borrowing rate to that portion of the actual development or redevelopment costs incurred. The Company discontinues interest and real estate tax capitalization when a project is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on a project beyond 12 months after substantial completion of the building. During the years ended December 31, 2025, 2024, and 2023, the Company capitalized interest of $10.3 million, $6.6 million, and $5.7 million, respectively, on our development and redevelopment projects.
We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs attributable to these development activities are capitalized as part of each development and redevelopment project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2025, 2024, and 2023, we capitalized $24.9 million, $19.8 million, and $13.3 million, respectively, of direct internal costs incurred to support our development and redevelopment program.
Acquisitions
Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, land improvements, buildings, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the purchase price of the acquired properties based on their relative fair value to the applicable assets and liabilities. Acquisitions of operating properties are generally considered asset acquisitions and therefore transaction costs are capitalized. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The Company's methodology includes estimating an "as-if vacant" fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.
The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.
Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable.
87
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The Company does not assign value to customerrelationship intangibles if it has pre-existing business relationships with major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.
Held for Sale
The Company classifies real estate assets as held-for-sale upon satisfaction of all the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Upon the determination to classify a property as held for sale, the Company ceases depreciation and amortization on the real estate property held for sale, as well as the amortization of any related intangible assets. Such properties are recorded at the lesser of the carrying value or estimated fair value less estimated costs to sell.
Valuation of Real Estate Investments and Impairments
The Company continually evaluates whether there are any events or changes in circumstances, that could indicate the carrying values of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate assets may not be recoverable, the Company assesses the recoverability of the asset group by estimating whether the Company will recover the carrying value of the asset group through its undiscounted future cash flows, including eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset group, an impairment charge will be recorded to the extent that the carrying value exceeds the estimated fair value of the asset group.
Estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in events or changes in circumstances may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. If a property previously classified as held and used is changed to held for sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.
The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow approach uses similar assumptions to the undiscounted cash flow approach above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimate of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.
(d)
Cash, Cash Equivalents, and Restricted Cash
Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2025 and 2024, $16.0 million and $5.6 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.
(e)
Other Assets
Goodwill
Goodwill represents the excess of the purchase price consideration from the Equity One merger in 2017 over the fair value of the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur. See Note 5.
The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more
88
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.
The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.
Investments
The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted market prices.
Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in Net investment income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.
Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized through net income and presented within Net investment income in the Consolidated Statements of Operations.
Derivative Instruments
The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative instruments. Specifically, the Company enters into derivative instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative instruments are used to manage fluctuations in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.
All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.
The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. The Company may also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated other comprehensive income (loss) ("AOCI"). Upon the settlement of a hedge, gains and losses remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.
89
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.
In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.
(f)
Deferred Leasing Costs
Deferred leasing costs consist of costs associated with leasing the Company's shopping centers, and are presented net of accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early, the remaining leasing costs are written off.
Under ASC Topic 842, the Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant's operating lease that would not have been incurred if the lease had not been obtained. These costs generally consist of third party broker payments and internal leasing commissions paid to employees for successful execution of lease agreements. Non-contingent internal leasing and legal costs associated with leasing activities are expensed within General and administrative expenses.
(g)
Income Taxes
The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal Revenue Code (the “Code”). As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its shareholders are at least equal to REIT taxable income. All wholly-owned corporate subsidiaries of the Operating Partnership have elected to be a taxable REIT subsidiary (“TRS”) or qualify as a REIT. The TRSs are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay income taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 97.9% owner, is allocated its Pro-rata share of tax attributes.
Distributions to shareholders are usually taxable as ordinary dividends, although a portion of the distributions may be designated as qualified dividends, capital gains or may constitute a return of capital. The Company’s distributions for 2025 consisted of a 98.69% ordinary dividend (which includes a 3.37% qualified dividend), and a 1.31% capital gain distribution.
The Company is subject to a 4% federal excise tax if it fails to distribute sufficient taxable income within prescribed time limits. The excise tax equals 4% of the excess, if any, of (a) 85% of the Company’s ordinary income for the calendar year (determined without regard to capital gains), (b) 95% of the Company’s net capital gains for the calendar year, and (c) 100% of the Company’s prior-year undistributed taxable income, over the sum of cash distributions paid during the year and certain taxes paid by the Company. No excise tax was incurred in 2025, 2024, or 2023.
The Company accounts for income taxes related to its taxable REIT subsidiaries in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply in the periods in which the differences reverse. Deferred tax liabilities are included in Accounts payable and other liabilities, and net deferred tax assets are included in Other assets in the Consolidated Balance Sheets. Our TRSs had a net deferred tax liability of $1.1 million and $10.3 million as of December 31, 2025 and 2024, respectively. The Company evaluates the realizability of deferred tax assets and records a valuation allowance when it is more likely than not that such assets will not be realized. There are no net deferred tax assets as of December 31, 2025 and 2024. The Company believes its income tax positions are adequately supported and that its accruals for income taxes are sufficient for all open tax years. The Company had no material uncertain tax positions as of December 31, 2025.
90
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
(h)
Lease Obligations
The Company has certain properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties, which are all classified as operating leases. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. The building and improvements constructed on the leased land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter of the useful life of the improvements or the lease term.
In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Leasehold improvements are capitalized as tenant improvements, presented in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.
Under Topic 842, the Company recognizes Lease liabilities on its Consolidated Balance Sheets for its ground and office leases and corresponding Right of use assets related to these same ground and office leases which are classified as operating leases. A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the discount rate in the lease, which since the rates implicit in the lease contracts are not readily determinable, requires additional inputs for the longer-term ground leases, including market-based interest rates that correspond with the remaining term of the lease, the Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms present in the lease. This discount rate is applied to the remaining unpaid minimum rental payments for each lease to measure the operating lease liabilities.
The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected optional renewal periods. For ground leases, the Company generally assumes it will exercise options through the latest option date of that shopping center's anchor tenant lease.
(i)
Forward Equity Sales
Our at-the-market (“ATM”) program allows for the sale of common stock through forward sales contracts. These contracts meet all conditions for equity classification, and as such, common stock is recorded at the offering price specified in the contract upon settlement. The Company also accounts for the potential dilution from forward sales contracts in its earnings per share calculations, using the treasury stock method to determine any dilutive impact before settlement. For further details on forward equity sales transactions, refer to Note 11 in the consolidated financial statements.
(j)
Earnings per Share and Unit
Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.
(k)
Stock-Based Compensation
The Company grants stock-based compensation to its employees and directors and recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.
When the Parent Company issues common stock as compensation, it simultaneously receives an equal number of common units from the Operating Partnership. The Company contributes all deemed proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the "Plan") to the operating partnership. Consequently, the Parent Company's ownership in the Operating Partnership increases in proportion to the deemed proceeds contributed in exchange for the common units received. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.
91
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
(l)
Segment Reporting
The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide tosell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures.
The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company’s chief operating decision maker ("CODM") evaluates operating and financial performance for each property on an individual property level; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance. For further details on segment information, refer to Note 15 in the consolidated financial statements.
(m)
Investment Risk Concentrations
No single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of December 31, 2025, the Company had three geographic concentrations that individually accounted for at least 10.0% of its aggregate ABR. Real estate properties located in California, Florida and New York-Newark-Jersey City core-based statistical area accounted for 24.8%, 19.7%, and 12.6% of ABR, respectively. As the result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather, natural disasters or economic events that impact these locations. None of the shopping centers are located outside the United States.
(n)
Fair Value of Assets and Liabilities
ASC 820, Fair Value Measurements and Disclosures, or ASC 820, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:
•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
•
Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
•
Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.
The Company also re-measures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a re-measurement event occurs.
92
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
(o) Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:
Standard
Description
Effective date
Effect on the financial statements or other significant matters
Recently issued:
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
ASU 2025-01, Income Statement - Reporting Comprehensive, Income -Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date
ASU 2024-03 requires public business entities to provide additional disclosures that disaggregate certain income statement expense captions into specified categories. The ASU does not impact the presentation of expenses on the face of the income statement but requires additional footnote disclosures to provide users of the financial statements with greater insight into the nature and composition of reported expenses.
Fiscal years beginning January 1, 2027, and interim periods for fiscal years beginning January 1, 2028; Early adoption permitted.
The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. While the adoption of this standard is not expected to have a material impact on the financial position or results of operations, it will require enhanced footnote disclosures related to the disaggregation of income statement expenses.
ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
ASU 2025-03 clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.
January 1, 2027; Early adoption is permitted.
The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company’s financial position or results of operations.
ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs and makes targeted improvements for accounting for internally developed software to be sold or marketed externally.
January 1, 2028; Early adoption is permitted.
The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company’s financial position or results of operations.
93
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
2.
Real Estate Investments
Acquisitions
The following tables detail the properties acquired for the periods set forth below:
(in thousands)
December 31, 2025
Date Purchased
Property Name
City/State
Property Type
Regency's Ownership
Purchase Price (1)
Debt Assumed, Net of Premiums (1)
Intangible Assets (1)
Intangible Liabilities (1)
1/1/2025
Putnam Plaza(2)
Carmel Hamlet, NY
Operating
100%
$
31,000
16,749
4,308
460
1/10/2025
Orange Meadows
Orange, CT
Outparcel
100%
4,200
—
354
299
3/14/2025
Brentwood Place
Nashville, TN
Operating
100%
118,500
40,060
9,371
18,295
7/23/2025
RMV Portfolio (3)
Various, CA
Operating
100%
357,000
126,860
45,356
2,224
8/1/2025
Chestnut Ridge Shopping Center(4)
Montvale, NJ
Operating
100%
18,300
—
3,070
458
8/1/2025
Baybrook East(4)
Webster, TX
Operating
100%
29,097
11,778
2,978
991
8/1/2025
Baybrook East Phase II
Webster, TX
Redevelopment
100%
3,597
—
—
—
9/15/2025
The Villages at Seven Pines
Jacksonville, FL
Development
100%
8,466
—
—
—
9/19/2025
Ellis Village Center
Tracy, CA
Development
100%
1,350
—
—
—
10/1/2025
GRI DIK Portfolio(5)
Various
Operating
100%
113,900
9,958
12,881
2,985
11/4/2025
Oak Valley Village
Beaumont, CA
Development
75%
9,256
—
—
—
12/17/2025
Lone Tree Village
Lone Tree, CO
Development
100%
4,153
—
—
—
Total property acquisitions
$
698,819
205,405
78,318
25,712
(1)
Amounts for purchase price and allocation are reflected at 100%.
(2)
This property was held within a single property unconsolidated real estate partnership, in which the Company held a 66.7% ownership interest. Effective January 1, 2025, the Company purchased its partner's remaining 33.3% ownership interest. Upon acquisition, this property was consolidated into Regency's financial statements.
(3)
In July 2025, the Company completed a $357 million acquisition of five operating properties, all located in Orange County, California. The purchase price was funded through a combination of units of the Operating Partnership issued at $72 per unit, and the assumption of $150 million of secured mortgage debt with a weighted average interest rate of 4.2% and a weighted average remaining term of approximately 12 years.
(4)
These properties were held within single property unconsolidated real estate partnerships, in which the Company held a 50.0% ownership interest in each. Effective August 1, 2025, the Company purchased each of its partners' remaining 50.0% ownership interests. Upon acquisition, these properties were consolidated into Regency’s financial statements.
(5)
In October 2025, an unconsolidated real estate investment partnership in which the Company holds an interest completed a partial distribution-in-kind (“DIK”) transaction involving a total of eleven operating properties. The Company received five of these properties, which had an aggregate fair value of $113.9 million, and assumed an existing fixed rate mortgage loan on one property of $10 million, which was repaid in December 2025. The remaining six properties were distributed to the other partner.
(in thousands)
December 31, 2024
Date Purchased
Property Name
City/State
Property Type
Regency's Ownership
Purchase Price (1)
Debt Assumed, Net of Premiums (1)
Intangible Assets (1)
Intangible Liabilities (1)
2/23/2024
The Shops at Stone Bridge
Cheshire, CT
Development
100%
$
8,000
—
—
—
5/3/2024
Compo Acres North Shopping Center
Westport, CT
Operating
100%
45,500
—
5,360
2,175
7/16/2024
Jordan Ranch Market
Houston, TX
Development
50%
15,784
—
—
—
8/21/2024
Oakley Shops at Laurel Fields
Oakley, CA
Development
100%
2,120
—
—
—
Total property acquisitions
$
71,404
—
5,360
2,175
(1)
Amounts for purchase price and allocation are reflected at 100%.
94
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
3.
Property Dispositions
The following table provides a summary of consolidated operating properties and land parcels sold during the periods set forth below:
Year ended December 31,
(in thousands, except number sold data)
2025
2024
2023
Net proceeds from sale of real estate investments
$
124,992
108,615
11,167
Gain on sale of real estate, net of tax
$
24,464
34,162
661
Provision for impairment of real estate sold
$
4,606
1,330
—
Number of operating properties sold
7
6
—
Number of land parcels sold
3
—
5
Percent interest sold
100%
100%
100%
4.
Investments in Real Estate Partnerships
The Company's investments in unconsolidated real estate partnerships include the following:
December 31, 2025
(in thousands)
Regency's Ownership
Number of Properties
Total Investment
Total Assets of the Partnership
The Company's Share of Net Income of the Partnership
Net Income of the Partnership
GRI - Regency, LLC (JV-GRI) (1)
40%
55
$
112,235
1,330,890
115,312
275,534
Columbia Regency Partners II, LLC (Columbia II)
20%
23
60,354
643,088
4,503
22,983
Columbia Village District, LLC
30%
1
6,295
97,702
2,255
7,570
Individual Investors
Ballard Blocks
50%
2
57,830
111,957
1,699
3,725
Bloom on Third
35%
1
46,860
277,647
1,802
5,213
Others (2) (3)
12% - 83%
8
66,282
205,987
7,928
15,626
Total investments in real estate partnerships
90
$
349,856
2,667,271
133,499
330,651
(1)
Effective October 1, 2025, the partners completed a partial distribution-in-kind (“DIK”) transaction involving a total of eleven operating properties. The Company received five of these properties, which had an aggregate fair value of $113.9 million, and assumed existing debt of approximately $10 million, which was repaid in December 2025. The remaining six properties were distributed to the other partner. As a result of this transaction, the Company recognized approximately $72.2 million in equity in income of investments in real estate partnerships, representing its share of the partnership’s gains.
(2)
Effective January 1, 2025, we acquired our partner’s 33.3% share in a single property partnership for a total purchase price of $10.3 million. Following this acquisition, the Company now owns 100% of this property, and has been consolidated into the Company’s financial statements.
(3)
Effective August 1, 2025, we acquired our partners' 50% shares in two single property partnerships for a combined purchase price of $23.7 million. Following this acquisition, the Company now owns 100% of these properties, and the properties have been consolidated into the Company’s financial statements.
December 31, 2024
(in thousands)
Regency's Ownership
Number of Properties
Total Investment
Total Assets of the Partnership
The Company's Share of Net Income of the Partnership
Net Income of the Partnership
GRI - Regency, LLC (JV-GRI)
40%
66
$
136,972
1,455,471
38,729
91,447
Columbia Regency Partners II, LLC (Columbia II)
20%
22
63,024
623,655
3,938
20,121
Columbia Village District, LLC
30%
1
6,434
99,236
2,220
7,453
Individual Investors
Ballard Blocks
50%
2
59,596
115,784
1,028
2,380
Bloom on Third
35%
1
44,715
259,218
1,810
5,235
Others
12% - 83%
11
88,303
289,793
2,569
10,027
Total investments in real estate partnerships
103
$
399,044
2,843,157
50,294
136,663
95
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The summarized balance sheet information for the investments in unconsolidated real estate partnerships, on a combined basis, is as follows:
December 31,
(in thousands)
2025
2024
Investments in real estate, net
$
2,437,380
2,569,765
Acquired lease intangible assets, net
22,946
25,164
Other assets
206,945
248,228
Total assets
$
2,667,271
2,843,157
Notes payable
$
1,522,951
1,564,551
Acquired lease intangible liabilities, net
21,573
19,045
Other liabilities
84,086
92,911
Capital - Regency
391,512
444,354
Capital - Third parties
647,149
722,296
Total liabilities and capital
$
2,667,271
2,843,157
The following table reconciles the Company's capital recorded by the partnerships to the Company's investments in real estate partnerships reported in the accompanying Consolidated Balance Sheets:
December 31,
(in thousands)
2025
2024
Capital - Regency
$
391,512
444,354
Basis difference
(41,656
)
(45,310
)
Investments in real estate partnerships
$
349,856
399,044
The revenues and expenses for the investments in unconsolidated real estate partnerships, on a combined basis, are summarized as follows:
Year ended December 31,
(in thousands)
2025
2024
2023
Total revenues
$
438,454
420,281
390,843
Operating expenses:
Depreciation and amortization
99,758
96,239
88,974
Property operating expense
71,083
68,289
65,509
Real estate taxes
53,651
51,986
47,529
General and administrative
5,570
5,201
5,008
Other operating expenses
4,191
5,740
3,119
Total operating expenses
$
234,253
227,455
210,139
Other expense (income):
Interest expense, net
58,618
58,451
56,706
Gain on sale of real estate
(185,033
)
(2,288
)
(11,140
)
Net investment income
(35
)
—
—
Total other expense (income)
(126,450
)
56,163
45,566
Net income of the Partnerships
$
330,651
136,663
135,138
The Company's share of net income of the Partnerships
$
133,499
50,294
50,541
96
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Acquisitions
The following table provides a summary of shopping centers and land parcels acquired through our investments in unconsolidated real estate partnerships for the periods set forth below:
(in thousands)
Year ended December 31, 2025
Date Purchased
Property Name
City/State
Property Type
Real Estate Partner
Regency's Ownership
Purchase Price (1)
Debt Assumed, Net of Premiums (1)
Intangible Assets (1)
Intangible Liabilities (1)
5/12/2025
Armonk Square
Armonk, NY
Operating
State of Oregon
20%
26,250
11,884
2,405
5,498
Total property acquisitions
$
26,250
11,884
2,405
5,498
(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
(in thousands)
Year ended December 31, 2024
Date Purchased
Property Name
City/State
Property Type
Real Estate Partner
Regency's Ownership
Purchase Price (1)
Debt Assumed, Net of Premiums (1)
Intangible Assets (1)
Intangible Liabilities (1)
8/30/2024
East Greenwich Square
East Greenwich, RI
Operating
Other
70%
46,650
—
5,127
1,877
10/17/2024
University Commons - Austin
Round Rock, TX
Operating
State of Oregon
20%
$
68,751
—
6,560
5,120
Total property acquisitions
$
115,401
—
11,687
6,997
(1)
Amounts reflected for purchase price and allocation are reflected at 100%.
Dispositions
The following table provides a summary of operating properties and land parcels disposed of through our investments unconsolidated in real estate partnerships:
Year ended December 31,
(in thousands, except number sold data)
2025
2024
2023
Proceeds from sale of real estate investments
$
—
2,256
30,659
Gain on sale of real estate
$
185,033
2,288
11,140
The Company's share of gain on sale of real estate
$
75,980
907
3,161
Number of operating properties sold
11
—
1
Number of land out-parcels sold
—
1
—
Notes Payable
Scheduled principal repayments on notes payable held by our investments in real estate partnerships as of December 31, 2025, were as follows:
(in thousands) Scheduled Principal Payments and Maturities by Year:
Scheduled Principal Payments
Mortgage Loan Maturities
Unsecured Maturities
Total
Regency's Pro-Rata Share
2026
$
7,131
265,346
20,000
292,477
95,689
2027
7,303
32,800
—
40,103
13,417
2028
4,097
231,235
—
235,332
81,592
2029
2,855
104,434
—
107,289
37,157
2030
2,349
215,893
—
218,242
77,886
Beyond 5 Years
2,159
634,631
—
636,790
237,869
Net unamortized loan costs, debt premium / (discount)
—
(7,283
)
—
(7,283
)
(2,604
)
Total
$
25,894
1,477,056
20,000
1,522,950
541,006
At December 31, 2025, Company's investments in unconsolidated real estate partnerships had notes payable of $1.5 billion maturing through 2036, of which 94.7% had a weighted average fixed interest rate of 4.0%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 6.1% at December 31, 2025. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $541.0 million as of December 31, 2025. As notes payable mature, they will be repaid from proceeds from new borrowings and/or capital contributions.
97
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The Company is obligated to contribute its Pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a real estate partner was unable to fund its share of the capital requirements of the real estate partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.
Management fee income
In addition to earning our share of net income or loss in each of these real estate partnerships, we recognized fees as discussed in Note 1, as follows:
Year ended December 31,
(in thousands)
2025
2024
2023
Management, transaction, and other fees
$
28,026
27,874
26,954
5.
Other Assets
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
(in thousands)
December 31, 2025
December 31, 2024
Goodwill
$
166,739
166,739
Investments
51,373
51,820
Prepaid and other
34,575
40,240
Derivative assets
6,778
12,781
Furniture, fixtures, and equipment, net
12,728
7,954
Deferred financing costs, net
6,530
9,512
Total other assets
$
278,723
289,046
The following table presents the goodwill balances and activity during the year ended:
December 31, 2025
December 31, 2024
(in thousands)
Goodwill
Accumulated Impairment Losses
Total
Goodwill
Accumulated Impairment Losses
Total
Beginning of year balance
$
292,640
(125,901
)
166,739
$
294,524
(127,462
)
167,062
Goodwill written off upon dispositions
(19,227
)
19,227
—
(1,884
)
1,561
(323
)
End of year balance
$
273,413
(106,674
)
166,739
$
292,640
(125,901
)
166,739
As the Company identifies properties ("reporting units") that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment loss. Additionally, other changes impacting a reporting unit may be considered a triggering event. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.
98
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
6.
Acquired Lease Intangibles
The Company had the following acquired lease intangibles as of the periods set forth below:
December 31,
(in thousands)
2025
2024
In-place leases
$
570,553
522,117
Above-market leases
105,081
103,075
Total intangible assets
675,634
625,192
Accumulated amortization
(421,433
)
(395,209
)
Acquired lease intangible assets, net
$
254,201
229,983
Below-market leases
599,494
586,660
Accumulated amortization
(243,040
)
(222,052
)
Acquired lease intangible liabilities, net
$
356,454
364,608
The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:
Year ended December 31,
(in thousands)
2025
2024
2023
Line item in Consolidated Statements of Operations
In-place lease amortization
$
43,642
49,169
44,102
Depreciation and amortization
Above-market lease amortization
8,850
8,860
6,571
Lease income
Acquired lease intangible asset amortization
$
52,492
58,029
50,673
Below-market lease amortization
$
33,422
33,883
37,831
Lease income
The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows:
(in thousands)
In Process Year Ending December 31,
Amortization of In-place lease intangibles
Net accretion of Above / Below market lease intangibles
2026
$
38,122
21,050
2027
30,003
20,534
2028
24,352
20,615
2029
19,826
20,226
2030
17,109
19,319
7.
Leases
Lessor Accounting
Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per lease contracts, which are primarily related to base rent, and in some cases stated amounts for Recoverable Costs. Income for these amounts is recognized on a straight-line basis.
Variable lease income includes the following two main items in the lease contracts:
(i)
Recoveries from tenants represent the tenants' contractual obligations to reimburse the Company for their portion of Recoverable Costs incurred. Generally, the Company's leases provide for the tenants to reimburse the Company based on the tenants' share of the actual costs incurred in proportion to the tenants' share of leased space in the property.
(ii)
Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.
99
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in Topic 842:
Year ended December 31,
(in thousands)
2025
2024
2023
Operating lease income
Fixed and in-substance fixed lease income
$
1,102,834
1,035,225
928,364
Variable lease income
388,123
356,520
324,037
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net
24,428
24,843
30,826
Uncollectible straight-line rent
(1,167
)
(1,885
)
1,261
Uncollectible amounts billable in lease income
(2,793
)
(3,324
)
(549
)
Total lease income
$
1,511,425
1,411,379
1,283,939
Future minimum rental revenue under non-cancelable operating leases, excluding variable lease payments as of December 31, 2025, are as follows:
(in thousands)
For the year ending December 31,
2026
$
1,121,279
2027
1,026,724
2028
880,290
2029
736,919
2030
591,041
Thereafter
2,327,057
Total
$
6,683,310
At December 31, 2025, the Company had three leases classified as sales-type leases, with lease income recorded over the lease term in the form of variable interest income representing the constant periodic rate of return on the Company’s net investment in the lease, and fixed contractual obligations.
Lessee Accounting
The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center.
The Company has 21 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. These ground leases expire through the year 2121, and in most cases, provide for renewal options.
In addition, the Company has non-cancelable operating leases for office space used to conduct its business. Office leases expire through the year 2035, and in certain cases, provide for renewal options.
The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected optional renewal periods, with ground lease expense presented within Property operating expense, and office lease expense presented within General and administrative in the accompanying Consolidated Statements of Operations.
100
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Operating lease expense under the Company's ground and office leases were as follows, including straight-line rent expense and variable lease expenses such as CPI increases, percentage rent and reimbursements of landlord costs:
Year ended December 31,
(in thousands)
2025
2024
2023
Fixed operating lease expense
Ground leases
$
15,489
15,420
14,727
Office leases
3,907
3,689
4,103
Total fixed operating lease expense
19,396
19,109
18,830
Variable lease expense
Ground leases
1,571
1,953
1,586
Office leases
604
592
729
Total variable lease expense
2,175
2,545
2,315
Total lease expense
$
21,571
21,654
21,145
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows for operating leases
$
16,871
16,212
15,823
The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities for ground and office leases as of December 31, 2025, and provides a reconciliation to the Lease liabilities included in the accompanying Consolidated Balance Sheets:
(in thousands)
Lease Liabilities
For the years ending December 31,
Ground Leases
Office Leases
Total
2026
$
12,817
3,963
16,780
2027
12,843
3,597
16,440
2028
12,984
2,137
15,121
2029
13,017
855
13,872
2030
13,012
439
13,451
Thereafter
675,321
913
676,234
Total undiscounted lease liabilities
$
739,994
11,904
751,898
Less imputed interest
(508,492
)
(1,038
)
(509,530
)
Lease liabilities
$
231,502
10,866
242,368
Weighted average discount rate
5.5
%
4.6
%
Weighted average remaining term (in years)
47.8
3.7
8.
Notes Payable and Unsecured Credit Facility
The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following as of the dates set forth below:
Scheduled Maturity Date
Weighted Average Contractual Rate
Weighted Average Effective Rate
December 31,
(in thousands)
2025
2024
Notes payable:
Fixed rate mortgage loans
2/1/2026 - 10/1/2038
4.0%
4.7%
$
475,948
337,703
Variable rate mortgage loans(1)
10/1/2026 - 2/20/2032
4.4%
4.6%
270,489
282,117
Fixed rate unsecured debt
5/11/2026 - 3/15/2049
4.2%
4.4%
3,872,864
3,723,880
Total notes payable, net
4,619,301
4,343,700
Unsecured credit facility:
$1.5 Billion Line of Credit (the "Line") (1)(2)
3/23/2028
4.4%
4.8%
120,000
65,000
Total unsecured credit facility
120,000
65,000
Total debt outstanding
$
4,739,301
4,408,700
(1)
As of December 31, 2025, 76.5% of the Variable rate debt are fixed through interest rate swaps.
(2)
The Company has the option to extend the maturity date by two additional six-month periods. Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate.
101
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Notes Payable
Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may be repaid before maturity, but could be subject to yield maintenance premiums, and are generally due in monthly installments of principal and interest or interest only. Unsecured public debt may be repaid before maturity subject to accrued and unpaid interest through the proposed redemption date and a make-whole premium. Interest on unsecured public and private debt is payable semi-annually.
On May 13, 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0% (the "2025 Notes").
In July 2025, in connection with the acquisition of the RMV portfolio, the Company assumed $150 million of fixed-rate mortgage loans with a weighted average interest rate of 4.2% and a weighted average remaining term to maturity of approximately 12 years.
In November 2025, the Company repaid $250 million of fixed rate unsecured debt and $16 million of fixed rate mortgage loans upon maturity.
The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2025, the Company was in compliance with all debt covenants for its unsecured public debt.
Unsecured Credit Facilities
The Company has an unsecured line of credit facility (the "Line") pursuant to the Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of January 18, 2024, by and among the Company and financial institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to SOFR plus a margin that is determined based on the borrower’s long-term unsecured debt ratings and ratio of indebtedness to total asset value. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement.
At December 31, 2025, the Line had an available capacity of $1.4 billion after giving effect to outstanding borrowings and commitments from issued letters of credit. The Line accrues interest at a variable rate of SOFR plus an applicable spread of 0.79% and a 0.115% commitment fee.
The Company is required to comply with certain financial covenants as defined in the Credit Agreement, including the Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2025, the Company was in compliance with all financial covenants for the Line.
102
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Scheduled principal payments and maturities on notes payable and the unsecured credit facility were as follows:
(in thousands)
December 31, 2025
Scheduled Principal Payments and Maturities by Year:
Scheduled Principal Payments
Mortgage Loan Maturities
Unsecured Maturities (1)
Total
2026
$
12,836
147,848
200,000
360,684
2027
10,051
222,558
525,000
757,609
2028
8,365
51,939
420,000
480,304
2029
5,619
97,120
425,000
527,739
2030
5,445
2,163
600,000
607,608
Beyond 5 Years
24,210
190,677
1,850,000
2,064,887
Unamortized debt premium/(discount) and issuance costs
—
(32,394
)
(27,136
)
(59,530
)
Total
$
66,526
679,911
3,992,864
4,739,301
(1)
Includes unsecured public and private debt and unsecured credit facilities.
The Company was in compliance as of December 31, 2025, with all debt covenants.
9.
Derivative Instruments
The Company may use derivative financial instruments, including interest swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The Company does not intend to utilize derivative instruments for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that meet the Company's stringent standards for creditworthiness. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Detail on the Company's interest rate derivatives outstanding is as follows:
(in thousands, except number of instruments data)
December 31,
Interest Rate Swaps
2025
2024
Notional amount
$
299,375
301,444
Number of instruments
15
14
Detail on the fair value of the Company's interest rate derivatives is as follows:
(in thousands)
December 31,
Interest rate swaps classified as:
2025
2024
Derivative assets
$
6,778
12,781
Derivative liabilities
(1,606
)
(423
)
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not enter into derivative instruments for trading or speculative purposes. As of December 31, 2025, all of the Company's derivatives are designated as cash flow hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged interest payments affects earnings.
103
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:
Location and Amount of Gain (Loss) Recognized in OCI on Derivative
Year ended December 31,
(in thousands)
2025
2024
2023
Interest rate swaps
$
(2,659
)
12,523
(2,448
)
Location and Amount of Loss (Gain) Reclassified from AOCI into Income
Year ended December 31,
(in thousands)
2025
2024
2023
Interest expense, net
$
(4,738
)
(8,895
)
(7,536
)
Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
Year ended December 31,
(in thousands)
2025
2024
2023
Interest expense, net
$
199,548
180,119
154,249
As of December 31, 2025, the Company expects approximately $0.2 million of accumulated comprehensive income on derivative instruments, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.
10.
Fair Value Measurements
(a)
Disclosure of Fair Value of Financial Instruments
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximate their fair values, except those instruments listed below:
December 31,
2025
2024
(in thousands)
Carrying Amount
Fair Value
Carrying Amount
Fair Value
Financial assets:
Notes receivable
$
31,987
32,173
$
31,790
31,755
Financial liabilities:
Notes payable, net
$
4,619,301
4,554,628
$
4,343,700
4,141,096
Unsecured credit facilities (1)
$
120,000
120,000
$
65,000
65,000
(1)
The carrying amounts approximated its fair values due to the variable nature of the terms.
The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of December 31, 2025 and 2024, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.
104
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
(b)
Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The marketable securities, which include mutual funds and exchange-traded funds, are measured at fair value using quoted prices in active markets and are classified as Level 1 inputs of the fair value hierarchy.
Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include the following:
Year ended December 31,
(in thousands)
2025
2024
2023
Unrealized Gain
893
4,452
4,197
Available-for-Sale Debt Securities
Available-for-sale debt securities consist of investments in corporate bonds and agency mortgage-backed securities. These securities are recorded at fair value, which is determined using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer credit rating, duration and security type. The fair value measurements for these are considered Level 2 inputs of the fair value hierarchy. Unrealized gains and losses on these available-for-sale debt securities are recognized through Other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following tables present the placement in the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Fair Value Measurements as of December 31, 2025
(in thousands)
Balance
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Assets:
Securities
$
39,887
39,887
—
—
Available-for-sale debt securities
11,486
—
11,486
—
Interest rate derivatives
6,778
—
6,778
—
Total
$
58,151
39,887
18,264
—
Liabilities:
Interest rate derivatives
$
(1,606
)
—
(1,606
)
—
105
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Fair Value Measurements as of December 31, 2024
(in thousands)
Balance
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Assets:
Securities
$
39,419
39,419
—
—
Available-for-sale debt securities
12,401
—
12,401
—
Interest rate derivatives
12,781
—
12,781
—
Total
$
64,601
39,419
25,182
—
Liabilities:
Interest rate derivatives
$
(423
)
—
(423
)
—
As of December 31, 2025, there were no assets and/or liabilities measured at fair value on a nonrecurring basis. The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis as of December 31, 2024:
Fair Value Measurements as of December 31, 2024
(in thousands)
Balance
Quoted Prices in Active Markets for Identical Assets (Level 1)
Significant Other Observable Inputs (Level 2)
Significant Unobservable Inputs (Level 3)
Total Gains (Losses)
Real estate assets
$
10,915
—
10,915
—
(12,974
)
11.
Equity and Capital
Preferred Stock of the Parent Company
Terms and conditions of the preferred stock outstanding are summarized as follows:
Preferred Stock Outstanding as of December 31, 2025 and 2024
Date of Issuance
Shares Issued and Outstanding
Liquidation Preference
Distribution Rate
Callable By Company
Series A
8/18/2023
4,600,000
$
115,000,000
6.250%
On demand
Series B
8/18/2023
4,400,000
110,000,000
5.875%
On demand
9,000,000
$
225,000,000
Dividends Declared
Subsequent to December 31, 2025, the Board declared the following dividends:
Dividend Declared, per share
Declaration Date
Record Date
Payable Date
Series A Preferred Stock
$
0.390625
February 4, 2026
April 15, 2026
April 30, 2026
Series B Preferred Stock
$
0.367200
February 4, 2026
April 15, 2026
April 30, 2026
Except under certain limited conditions, each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option. The holders of the Preferred Stock have general preference rights over common stockholders with respect to liquidation and quarterly distributions. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of Common Stock.
106
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Common Stock of the Parent Company
Dividends Declared
On February 4, 2026, the Board declared a common stock dividend of $0.755 per share, payable on April 1, 2026, to shareholders of record as of March 11, 2026.
At the Market ("ATM") Program
Under the Parent Company's ATM Program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors.
During 2024, the Company entered into forward sale agreements under its ATM program through which the Parent Company expected to issue 1,339,377 shares of its common stock at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses.
The Company settled all forward sales agreements entered into during 2024 under its ATM program as follows:
•
In August 2025, the Company issued 673,172 shares of common stock and received $49.2 million of net proceeds.
•
In October 2025, the Company issued an additional 666,205 shares of common stock and received $49.1 million of net proceeds. Upon completion of these settlements, the Company had fully settled all forward sales agreements entered into during 2024.
•
Proceeds from the issuance of shares were used to fund acquisitions of operating properties, fund developments and redevelopments, and for general corporate purposes.
As of December 31, 2025, and after giving effect to the aforementioned forward equity offering, $400 million of common stock remained available for issuance under this ATM Program.
Subsequent to December 31, 2025, on February 04, 2026, the Board reauthorized the issuance and sale of up to $500 million of common stock under its existing ATM program.
Stock Repurchase Program
On July 31, 2024, the Board authorized a common stock repurchase program under which the Company may purchase up to $250.0 million of shares of its outstanding common stock (the "Repurchase Program"). Under the Repurchase Program, the Company may repurchase shares through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board's authorization for the Repurchase Program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board in its discretion. Any common stock repurchased, if not retired, will be treated as treasury stock.
During the year ended December 31, 2025, the Company made no repurchases and $250.0 million remained available under the Repurchase Program.
On February 4, 2026, the Board authorized a new common stock repurchase program under which the Company may purchase up to $500 million shares of its outstanding common stock (the "New Repurchase Program"). The New Repurchase Program replaced and superseded the prior Repurchase Program. Under the New Repurchase Program, the Company may repurchase shares through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board's authorization for the New Repurchase Program expires on February 28, 2029, unless modified, extended or earlier terminated by the Board in its discretion. Any common stock repurchased, if not retired, will be treated as treasury stock.
107
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
Preferred Units of the Operating Partnership
The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.
Common Units of the Operating Partnership
Common Units are issued, or redeemed and retired, for each share of the Parent Company stock issued or redeemed, or retired, as described above. During the year ended December 31, 2025, unitholders redeemed a total of 31,558 Common Units, consisting of 28,815 units redeemed in exchange for approximately $2.0 million in cash and 2,743 units redeemed in exchange for shares of the Parent Company’s common stock. Cash redemptions were made at amounts equivalent to the market value of the Parent Company’s common stock at the time of redemption, while unit-for-share exchanges were completed on a one-for-one basis.
In July 2025, the Operating Partnership issued 2,773,087 Common Units, valued at $199.7 million based on the market price at the time of issuance, to unrelated third-party sellers as partial purchase price consideration for the acquisition of five properties.
During the year ended December 31, 2024, 10,795 Common Units were exchanged for shares of Parent Company common stock.
General Partners
The Parent Company, as general partner, owned the following Common Units outstanding:
December 31,
(in thousands)
2025
2024
Common Units owned by the general partner
182,902
181,361
Common Units owned by the limited partners
3,838
1,097
Total Common Units outstanding
186,740
182,458
Percentage of Common Units owned by the general partner
97.9
%
99.4
%
12.
Stock-Based Compensation
The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and recognizes forfeitures as they occur.
Year ended December 31,
(in thousands)
2025
2024
2023
Restricted stock (1)(2)
$
21,648
18,549
17,277
Directors' fees paid in common stock and other employee stock grants
439
528
590
Capitalized stock-based compensation
(2,628
)
(1,941
)
(954
)
Stock-based compensation, net of capitalization
$
19,459
17,136
16,913
(1)
Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
(2)
In addition, the Company expensed $6.4 million and $3.2 million during 2024 and 2023, respectively, within Other operating expenses in connection with restricted stock expense related to the acquisition of UBP.
The Company established its Omnibus Incentive Plan (the "Plan") under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 5.0million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2025, there were 3.5 million shares available for grant under the Plan.
Restricted Stock Units
The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at grant date fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based and performance-based awards. Market based awards are valued using a Monte Carlo simulation model to estimate the fair value based on the probability of
108
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions used in the estimate include historic volatility over the previous three-year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and recognized on a straight-line basis over the requisite service period for the entire award, regardless of whether the market condition is ultimately achieved.
The following table summarizes non-vested restricted stock activity:
Year ended December 31, 2025
Number of Shares
Intrinsic Value (in thousands)
Weighted Average Grant Date Fair Value
Non-vested as of December 31, 2024
803,789
Time-based awards granted (1) (4)
160,733
$
71.81
Performance-based awards granted (2) (4)
18,721
$
71.78
Market-based awards granted (3) (4)
145,778
$
83.97
Change in market-based awards earned for performance (3)
(33,825
)
$
70.89
Vested (5)
(250,944
)
$
71.01
Forfeited
(9,338
)
$
67.68
Non-vested as of December 31, 2025 (6)
834,914
$
57,634
(1)
Time-based awards vest beginning on the first anniversary following the grant date over a one or four year service period. These grants are subject only to continued employment and are not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized is reversed.
(2)
Performance-based awards are earned subject to performance measurements. Once the performance criteria are achieved and the actual number of shares earned is determined, shares vest over a required service period. The Company considers the likelihood of meeting the performance criteria based upon management's estimates from which it determines the amounts recognized as expense on a periodic basis.
(3)
Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of a NAREIT index over a three-year period. Once the performance criteria are met and the actual number of shares earned is determined, the shares are immediately vested and distributed. The probability of meeting the criteria is considered when calculating the estimated fair value on the date of grant using a Monte Carlo simulation. These awards are accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the performance criteria are achieved and the awards are ultimately earned. The significant assumptions underlying determination of fair values for market-based awards granted were as follows:
Year ended December 31,
2025
2024
2023
Expected volatility
23.8
%
25.50
%
45.50
%
Risk free interest rate
4.25
%
4.14
%
3.75
%
(4)
The weighted-average grant price for restricted stock granted during the years is summarized below:
Year ended December 31,
2025
2024
2023
Weighted-average grant date fair value for restricted stock
$
77.26
$
60.36
$
68.28
(5)
The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
Year ended December 31,
2025
2024
2023
Intrinsic value of restricted stock vested
$
17,820
$
19,254
$
19,717
(6)
As of December 31, 2025, there was $25.5 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Plan. When recognized, this compensation results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years. The Company issues new restricted stock from its authorized shares available at the date of grant.
109
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
13.
Saving and Retirement Plans
401(k) Retirement Plan
The Company maintains a 401(k) retirement plan covering substantially all employees and permits participants to defer eligible compensation up to the maximum allowable amount determined by the IRS. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2025. Additionally, an annual profit sharing contribution may be made, which are fully vested after three years in service. Costs for Company contributions to the plan totaled $5.7 million, $5.6 million, and $5.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.
Non-Qualified Deferred Compensation Plan ("NQDCP")
The Company maintains a NQDCP which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock units. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.
The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related participant account obligations in the accompanying Consolidated Balance Sheets, excluding Regency stock:
Year ended December 31,
(in thousands)
2025
2024
Location in Consolidated Balance Sheets
Assets:
Securities
$
34,113
33,555
Other assets
Liabilities:
Deferred compensation obligation
$
34,032
33,473
Accounts payable and other liabilities
Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment income in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.
Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within Additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within shareholders' equity.
14.
Earnings per Share and Unit
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share:
Year ended December 31,
(in thousands, except per share data)
2025
2024
2023
Numerator:
Net income attributable to common shareholders - basic
$
513,810
386,738
359,500
Net income attributable to common shareholders - diluted
$
513,810
386,738
359,500
Denominator:
Weighted average common shares outstanding for basic EPS
181,902
182,817
176,085
Weighted average common shares outstanding for diluted EPS (1)
182,234
183,040
176,371
Net income per common share – basic
$
2.82
2.12
2.04
Net income per common share – diluted
$
2.82
2.11
2.04
(1)
Using the treasury stock method, the calculation includes the dilutive effect of unvested restricted stock and shares to be issued under the forward sale agreements.
110
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The effect of the assumed exchange of the EOP units and certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common shareholders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 2,304,079, 1,099,187 and 953,085 for the year ended December 31, 2025, 2024 and 2023, respectively.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
Year ended December 31,
(in thousands, except per unit data)
2025
2024
2023
Numerator:
Net income attributable to common unit holders - basic
$
520,879
389,076
361,508
Net income attributable to common unit holders - diluted
$
520,879
389,076
361,508
Denominator:
Weighted average common units outstanding for basic EPU
184,206
183,916
177,038
Weighted average common units outstanding for diluted EPU (1)
184,538
184,139
177,324
Net income per common unit – basic
$
2.83
2.12
2.04
Net income per common unit – diluted
$
2.82
2.11
2.04
(1)
Using the treasury stock method, the calculation includes the dilutive effect of unvested restricted units and units to be issued under the forward sale agreements.
The effect of the assumed exchange of certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common unit holders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per unit calculations.
15.
Segment Information
The Company's business consists of acquiring, developing, owning, and operating income-producing retail real estate in the United States of America ("USA" or "United States"). The Company owns and manages a portfolio of neighborhood and community shopping centers, anchored primarily by grocers. Nearly all of the Company's consolidated revenues are generated from real estate investments in shopping centers.
The Company derives revenue primarily by leasing retail spaces to tenants under long-term leases with varying terms that generally provide for fixed payments of base rent with stated increases over the lease term. Some leases also include provisions for additional percentage rent based on tenant sales performance. Additionally, most lease agreements contain provisions requiring tenants to reimburse their share of actual real estate taxes, insurance and CAM costs incurred by the Company.
The Company’s CODM is the Executive Committee, which is comprised of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and the Chief Investment Officer. The CODM evaluates the performance of shopping centers and allocates resources on an individual property basis. Consequently, the Company defines its operating segments as individual properties. These operating segments are aggregated into one reportable segment due to similarities in the nature and economics of the centers, tenant profiles, operating processes, and long-term financial performance. The accounting policies for the shopping centers segment are consistent with those described in the Summary of Significant Accounting Policies.
The CODM assesses the performance of each shopping center and allocates resources based on Net Operating Income (“NOI”). NOI is calculated as the sum of base rent, percentage rent, termination fee income, tenant recoveries, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, termination expense, and uncollectible lease income. NOI excludes items such as straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. The Company’s NOI also includes its share of NOI from unconsolidated real estate investment partnerships. The Company does not report asset information for the segment because it is not used to evaluate performance or regularly provided to the CODM.
111
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
The CODM uses NOI to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, investments in real estate developments and/or capital improvement.
The following tables provide information about the shopping centers segment revenues, significant expenses, NOI and the reconciliations of these amounts to the Company’s consolidated Net income and Total revenues:
Year ended December 31,
2025
2024
2023
Lease income
$
1,655,538
1,548,929
1,413,079
Other property income
14,818
15,450
12,260
Less:
Straight-line rent on lease income
(27,224
)
(22,193
)
(13,559
)
Above/below market rent amortization, net
(25,265
)
(25,612
)
(31,604
)
Total real estate revenues
1,617,867
1,516,574
1,380,176
Operating expenses (1)
(284,468
)
(267,660
)
(247,792
)
Real estate taxes
(209,958
)
(201,546
)
(181,096
)
NOI
$
1,123,441
1,047,368
951,288
Reconciliation of Total real estate revenues to Total revenues:
Total real estate revenues
1,617,867
1,516,574
1,380,176
Consolidated:
Straight-line rent on lease income
24,495
20,300
10,788
Above/below market rent amortization, net
24,428
24,843
30,826
Management, transaction, and other fees
28,358
27,874
26,954
Add: Share of noncontrolling interests
12,079
11,859
10,865
Less: Share of unconsolidated real estate partnerships
(153,703
)
(147,546
)
(137,143
)
Total revenues
$
1,553,524
1,453,904
1,322,466
(1)
Operating expenses include Operating and maintenance, Ground rent and Termination expense
Year ended December 31,
2025
2024
2023
Reconciliation of NOI to Net income:
NOI
1,123,441
1,047,368
951,288
Consolidated:
Straight-line rent on lease income
24,495
20,300
10,788
Above/below market rent amortization, net
24,428
24,843
30,826
Management, transaction, and other fees
28,358
27,874
26,954
Straight-line rent on ground rent
(1,343
)
(1,350
)
(1,405
)
Above/below market ground rent amortization
(2,138
)
(2,142
)
(1,696
)
Depreciation and amortization
(405,044
)
(394,714
)
(352,282
)
General and administrative
(99,407
)
(101,465
)
(97,806
)
Other operating expenses
(8,849
)
(10,867
)
(9,459
)
Other expense, net
(175,613
)
(154,260
)
(147,824
)
Add: Share of noncontrolling interests excluded from NOI
8,400
8,293
7,571
Less: Equity in income of investments in real estate excluded from NOI
24,223
(54,040
)
(46,088
)
Net income
$
540,951
409,840
370,867
112
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Consolidated Financial Statements
December 31, 2025
16.
Commitments and Contingencies
Litigation
The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
Environmental
The Company is subject to numerous environmental laws and regulations. With respect to applicability to the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, underground petroleum storage tanks and other historic land uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contamination; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.
The Company had accrued liabilities of $19.2 million and $17.3 million for environmental assessment and remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively.
Letters of Credit
The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $12.9 million and $10.9 million in letters of credit outstanding as of December 31, 2025, and 2024, respectively.
113
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
111 Kraft Avenue
NY
$
—
1,220
3,932
129
1,220
4,061
5,281
(266
)
1902
2023
1175 Third Avenue
NY
—
40,560
25,617
6,752
40,560
32,369
72,929
(6,886
)
1995
2017
1225-1239 Second Ave
NY
—
23,033
17,173
(87
)
23,033
17,086
40,119
(3,831
)
1987
2017
22 Crescent Road
CT
—
2,198
272
(318
)
2,152
—
2,152
—
1984
2017
260-270 Sawmill Road
NY
—
3,943
58
—
3,943
58
4,001
(10
)
1953
2023
27 Purchase Street
NY
—
903
2,239
133
903
2,372
3,275
(166
)
2023
410 South Broadway
NY
—
2,372
1,603
—
2,372
1,603
3,975
(105
)
1936
2023
470 Main Street
CT
—
1,021
4,361
133
1,021
4,494
5,515
(410
)
1972
2023
48 Purchase Street
NY
—
1,214
4,414
32
1,214
4,446
5,660
(283
)
2023
4S Commons Town Center
CA
—
30,760
35,830
4,545
30,812
40,323
71,135
(33,265
)
2004
2004
6401 Roosevelt
WA
—
2,685
934
356
2,685
1,290
3,975
(248
)
1929
2019
90 - 30 Metropolitan Avenue
NY
—
16,614
24,171
598
16,614
24,769
41,383
(6,318
)
2007
2017
91 Danbury Road
CT
—
732
851
20
732
871
1,603
(247
)
1965
2017
970 High Ridge Center
CT
—
5,695
5,204
375
5,695
5,579
11,274
(455
)
1960
2023
Airport Plaza
CT
—
1,293
11,119
35
1,293
11,154
12,447
(825
)
1974
2023
Alafaya Village
FL
—
3,004
5,852
340
3,004
6,192
9,196
(1,823
)
1986
2017
Alden Bridge
TX
(26,000
)
17,014
21,958
881
17,014
22,839
39,853
(4,186
)
1998
2002
Aldi Square
CT
—
6,394
1,704
(28
)
6,394
1,676
8,070
(242
)
2014
2023
Amerige Heights Town Center
CA
—
10,109
11,288
1,860
10,109
13,148
23,257
(7,760
)
2000
2000
Anastasia Plaza
FL
—
9,065
—
17,378
6,793
19,650
26,443
(2,280
)
In Process
1993
Apple Valley Square
MN
—
5,438
21,328
(4,408
)
5,451
16,907
22,358
(3,391
)
1998
2006
Arcadian Shopping Center
NY
—
14,546
26,716
697
14,546
27,413
41,959
(2,156
)
1978
2023
Ashburn Farm Village Center
VA
—
10,418
21,185
11
10,418
21,196
31,614
(180
)
1996
2025
Ashford Place
GA
—
2,584
9,865
2,380
2,584
12,245
14,829
(10,358
)
1993
1997
Atlantic Village
FL
—
4,282
18,827
2,303
4,868
20,544
25,412
(7,993
)
2014
2017
Avenida Biscayne
FL
—
88,098
20,771
19,325
94,992
33,202
128,194
(5,853
)
In Process
2017
Aventura Shopping Center
FL
—
2,751
10,459
11,401
9,486
15,125
24,611
(7,110
)
2017
1994
Baederwood Shopping Center
PA
(24,365
)
12,016
33,556
1,044
12,016
34,600
46,616
(4,600
)
1999
2023
Balboa Mesa Shopping Center
CA
—
23,074
33,838
14,552
27,758
43,706
71,464
(23,930
)
2014
2012
Banco Popular Building
FL
—
2,160
1,137
(1,294
)
2,003
—
2,003
—
1971
2017
Baybrook East
TX
—
17,144
8,429
11
17,144
8,440
25,584
(128
)
2025
2025
Belleview Square
CO
—
8,132
9,756
5,308
8,323
14,873
23,196
(11,969
)
2013
2004
Belmont Chase
VA
—
13,881
17,193
(122
)
14,372
16,580
30,952
(11,531
)
2014
2014
Berkshire Commons
FL
—
2,295
9,551
3,159
2,965
12,040
15,005
(10,566
)
1992
1994
Bethany Park Place
TX
(10,200
)
4,832
12,405
549
4,832
12,954
17,786
(2,465
)
1998
1998
Bethel Hub Center
CT
—
1,738
3,918
178
1,738
4,096
5,834
(354
)
1957
2023
Biltmore Shopping Center
NY
—
4,632
3,766
358
4,632
4,124
8,756
(286
)
1967
2023
Bird 107 Plaza
FL
—
10,371
5,136
168
10,371
5,304
15,675
(1,878
)
1990
2017
Bird Ludlam
FL
—
42,663
38,481
1,470
42,663
39,951
82,614
(12,355
)
1998
2017
Black Rock
CT
(14,939
)
22,251
20,815
763
22,251
21,578
43,829
(8,730
)
1996
2014
Blakeney Town Center
NC
—
82,411
89,165
7,297
82,416
96,457
178,873
(15,050
)
2006
2021
Bloomfield Crossing
NJ
—
3,365
11,453
6
3,365
11,459
14,824
(919
)
2023
Bloomingdale Square
FL
—
3,940
14,912
23,786
8,639
33,999
42,638
(17,022
)
2021
1998
Blossom Valley
CA
(22,300
)
31,988
5,850
1,169
31,988
7,019
39,007
(1,516
)
1992
1999
Boca Village Square
FL
—
43,888
9,726
469
43,888
10,195
54,083
(4,378
)
2014
2017
Boonton ACME Shopping Center
NJ
(10,123
)
8,664
9,601
26
8,664
9,627
18,291
(825
)
1999
2023
114
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
Boulevard Center
CO
—
3,659
10,787
5,360
3,659
16,147
19,806
(10,859
)
1986
1999
Boynton Lakes Plaza
FL
—
2,628
11,236
5,409
3,597
15,676
19,273
(10,873
)
2012
1997
Boynton Plaza
FL
—
12,879
20,713
910
12,879
21,623
34,502
(6,987
)
2015
2017
Brentwood Place
TN
(43,500
)
38,644
86,065
139
38,644
86,204
124,848
(2,559
)
2007/2016
2025
Brentwood Plaza
MO
—
2,788
3,473
832
2,788
4,305
7,093
(2,164
)
2002
2007
Briarcliff La Vista
GA
—
694
3,292
1,536
694
4,828
5,522
(3,691
)
1962
1997
Briarcliff Village
GA
—
4,597
24,836
6,164
5,519
30,078
35,597
(24,775
)
1990
1997
Brick Walk
CT
(30,234
)
25,299
41,995
2,807
25,299
44,802
70,101
(16,215
)
2007
2014
BridgeMill Market
GA
—
7,521
13,306
1,802
7,522
15,107
22,629
(5,561
)
2000
2017
Bridgepark Plaza
CA
(17,383
)
26,014
38,774
53
26,014
38,827
64,841
(773
)
2021
2025
Bridgeton
MO
—
3,033
8,137
806
3,067
8,909
11,976
(4,547
)
2005
2007
Brighten Park
GA
—
3,983
18,687
12,259
3,887
31,042
34,929
(25,418
)
2016
1997
Broadway Plaza
NY
—
40,723
42,170
3,518
40,723
45,688
86,411
(13,444
)
2014
2017
Brooklyn Station on Riverside
FL
—
7,019
8,688
568
6,998
9,277
16,275
(4,228
)
2013
2013
Brookside Plaza
CT
—
35,161
17,494
10,171
36,238
26,588
62,826
(10,246
)
2006
2017
Buckhead Court
GA
—
1,417
7,432
4,831
1,417
12,263
13,680
(11,147
)
1984
1997
Buckhead Landing
GA
—
45,502
16,642
21,883
51,819
32,208
84,027
(5,393
)
1998/2024
2017
Buckhead Station
GA
—
70,411
36,518
3,277
70,448
39,758
110,206
(13,410
)
1996
2017
Buckley Square
CO
—
2,970
5,978
1,901
2,921
7,928
10,849
(5,716
)
1978
1999
Caligo Crossing
FL
—
2,459
4,897
187
2,546
4,997
7,543
(4,521
)
2007
2007
Cambridge Square
GA
—
774
4,347
15,673
6,298
14,496
20,794
(2,001
)
In Process
1996
Carmel Commons
NC
—
2,466
12,548
6,285
3,419
17,880
21,299
(14,000
)
2012
1997
Carmel ShopRite Plaza
NY
—
5,828
15,321
1,041
5,828
16,362
22,190
(1,170
)
1981
2023
Carriage Gate
FL
—
833
4,974
3,393
1,302
7,898
9,200
(7,680
)
2013
1994
Carytown Exchange
VA
—
24,121
22,502
(25
)
24,122
22,476
46,598
(7,289
)
2022
2018
Cashmere Corners
FL
—
3,187
9,397
775
3,187
10,172
13,359
(4,101
)
2016
2017
Cedar Commons
MN
—
4,704
16,748
629
4,716
17,365
22,081
(3,146
)
1999
2011
Cedar Hill Shopping Center
NJ
(6,585
)
7,266
9,372
451
7,266
9,823
17,089
(828
)
1971
2023
Centerplace of Greeley III
CO
—
6,661
11,502
754
4,607
14,310
18,917
(8,679
)
2007
2007
Charlotte Square
FL
—
1,141
6,845
1,490
1,141
8,335
9,476
(3,790
)
1980
2017
Chasewood Plaza
FL
—
4,612
20,829
7,056
6,886
25,611
32,497
(23,823
)
2015
1993
Chastain Square
GA
—
30,074
12,644
2,519
30,074
15,163
45,237
(6,370
)
2001
2017
Cherry Grove
OH
—
3,533
15,862
6,663
3,533
22,525
26,058
(16,093
)
2012
1998
Chestnut Ridge Shopping Center
NJ
—
12,927
5,530
51
12,927
5,581
18,508
(220
)
1965
2025
Chilmark Shopping Center
NY
—
4,952
15,407
202
4,952
15,609
20,561
(1,170
)
1963
2023
Chimney Rock
NJ
—
23,623
48,200
1,352
23,623
49,552
73,175
(25,633
)
2016
2016
Circle Center West
CA
—
22,930
9,028
3,715
23,173
12,500
35,673
(3,694
)
1989
2017
Circle Marina Shops & Mrktplc. (fka Circle Marina Center)
CA
—
29,303
18,437
14,726
32,173
30,293
62,466
(4,970
)
1994
2019
CityLine Market
TX
—
12,208
15,839
590
12,306
16,331
28,637
(8,169
)
2014
2014
CityLine Market Phase II
TX
—
2,744
3,081
110
2,744
3,191
5,935
(1,414
)
2015
2015
Clayton Valley Shopping Center
CA
—
24,189
35,422
3,177
24,538
38,250
62,788
(32,543
)
2004
2003
Clocktower Plaza Shopping Ctr
NY
—
49,630
19,624
629
49,630
20,253
69,883
(6,562
)
1995
2017
Clybourn Commons
IL
—
15,056
5,594
618
15,056
6,212
21,268
(2,619
)
1999
2014
Cochran's Crossing
TX
—
13,154
12,315
2,711
13,154
15,026
28,180
(13,065
)
1994
2002
Compo Acres Shopping Center
CT
—
28,627
10,395
1,273
28,627
11,668
40,295
(3,564
)
2011
2017
115
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
Compo Shopping Center
CT
—
15,651
29,034
228
15,651
29,262
44,913
(1,712
)
1953
2024
Concord Shopping Plaza
FL
—
30,819
36,506
2,197
31,272
38,250
69,522
(10,963
)
1993
2017
Copps Hill Plaza
CT
—
29,515
40,673
8,605
29,514
49,279
78,793
(13,147
)
2002
2017
Coral Reef Shopping Center
FL
—
14,922
15,200
2,814
15,332
17,604
32,936
(6,255
)
1990
2017
Corkscrew Village
FL
—
8,407
8,004
888
8,407
8,892
17,299
(5,117
)
1997
2007
Cornerstone Square
GA
—
1,772
6,944
2,136
1,772
9,080
10,852
(7,798
)
1990
1997
Corral Hollow
CA
—
8,887
24,121
2,476
8,932
26,552
35,484
(3,510
)
2000
2000
Corvallis Market Center
OR
—
6,674
12,244
1,050
6,696
13,272
19,968
(9,074
)
2006
2006
Cos Cob Commons
CT
—
6,608
14,967
705
6,608
15,672
22,280
(1,185
)
1986
2023
Cos Cob Plaza
CT
(3,577
)
4,030
4,225
74
4,030
4,299
8,329
(324
)
1947
2023
Country Walk Plaza
FL
—
18,713
20,373
460
18,713
20,833
39,546
(5,914
)
2008
2017
Countryside Shops
FL
—
17,982
35,574
16,274
23,175
46,655
69,830
(19,566
)
1991/2018
2017
Courtyard Shopping Center
FL
—
5,867
4
3
5,867
7
5,874
(3
)
1987
1993
Culver Center
CA
—
108,841
32,308
4,240
108,841
36,548
145,389
(12,100
)
2000
2017
Danbury Green
CT
—
30,303
19,255
2,406
30,305
21,659
51,964
(6,680
)
2006
2017
Danbury Square
CT
—
6,592
23,543
4,362
6,697
27,800
34,497
(1,928
)
1987
2023
Dardenne Crossing
MO
—
4,194
4,005
912
4,343
4,768
9,111
(3,041
)
1996
2007
Darinor Plaza
CT
—
693
32,140
1,095
711
33,217
33,928
(10,603
)
1978
2017
DeCicco's Plaza
NY
—
8,890
23,368
1,975
8,890
25,343
34,233
(1,850
)
1978
2023
Diablo Plaza
CA
—
5,300
8,181
3,481
5,300
11,662
16,962
(7,931
)
1982
1999
District Shops of Pelham Manor
NY
—
4,708
6,243
209
4,711
6,449
11,160
(482
)
1960
2023
Dunwoody Hall
GA
(13,800
)
15,145
12,110
957
15,145
13,067
28,212
(2,459
)
1986
1997
Dunwoody Village
GA
—
3,342
15,934
8,703
3,417
24,562
27,979
(20,203
)
1975
1997
East Meadow Plaza
NY
—
13,135
25,070
8,831
13,186
33,850
47,036
(5,094
)
In Process
2023
East Pointe
OH
—
1,730
7,189
2,727
1,941
9,705
11,646
(8,285
)
2014
1998
East San Marco
FL
—
4,897
14,933
(141
)
4,752
14,937
19,689
(2,107
)
2022
2007
Eastchester Plaza
NY
—
5,017
7,379
107
5,017
7,486
12,503
(542
)
1963
2023
Eastport
NY
—
2,985
5,649
1,087
2,947
6,774
9,721
(1,439
)
1980
2021
El Camino Shopping Center
CA
—
7,600
11,538
16,063
10,328
24,873
35,201
(16,384
)
2017
1999
El Cerrito Plaza
CA
—
11,025
27,371
9,798
11,025
37,169
48,194
(18,652
)
2000
2000
El Norte Pkwy Plaza
CA
—
2,834
7,370
3,443
3,263
10,384
13,647
(7,803
)
2013
1999
Emerson Plaza
NJ
—
8,615
7,835
553
8,699
8,304
17,003
(1,392
)
1981
2023
Encina Grande
CA
—
5,040
11,572
20,680
10,518
26,774
37,292
(20,326
)
2016
1999
Fairfield Center
CT
—
6,731
29,420
2,326
6,731
31,746
38,477
(11,061
)
2000
2014
Fairfield Crossroads
CT
—
9,982
9,796
18
9,982
9,814
19,796
(835
)
1995
2023
Falcon Marketplace
CO
—
1,340
4,168
602
1,246
4,864
6,110
(3,565
)
2005
2005
Fellsway Plaza
MA
(33,727
)
30,712
7,327
10,645
35,258
13,426
48,684
(10,425
)
2016
2013
Ferry Street Plaza
NJ
(8,131
)
7,960
24,439
246
7,960
24,685
32,645
(1,824
)
1995
2023
Firstfield Shopping Center
MD
—
5,003
13,808
26
5,015
13,822
18,837
(113
)
2014
2025
Fleming Island
FL
—
3,077
11,587
4,009
3,111
15,562
18,673
(10,829
)
2000
1998
Fountain Square
FL
—
29,722
29,041
568
29,784
29,547
59,331
(17,739
)
2013
2013
French Valley Village Center
CA
—
11,924
16,856
777
11,822
17,735
29,557
(16,922
)
2004
2004
Friars Mission Center
CA
—
6,660
28,021
3,407
6,660
31,428
38,088
(21,264
)
1989
1999
Gardens Square
FL
—
2,136
8,273
878
1,775
9,512
11,287
(6,795
)
1991
1997
Gateway Shopping Center
PA
—
52,665
7,134
13,887
55,087
18,599
73,686
(22,900
)
2016
2004
Gelson's Westlake Market Plaza
CA
—
3,157
11,153
6,897
4,654
16,553
21,207
(11,667
)
2016
2002
116
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
Glen Oak Plaza
IL
—
4,103
12,951
2,413
4,124
15,343
19,467
(7,030
)
1967
2010
Glenwood Green
NJ
—
26,463
28,543
1
26,463
28,544
55,007
(4,449
)
2024
2023
Glenwood Village
NC
—
1,194
5,381
891
1,194
6,272
7,466
(5,417
)
1983
1997
Golden Hills Plaza
CA
—
12,699
18,482
4,208
11,521
23,868
35,389
(15,667
)
2017
2006
Grand Ridge Plaza
WA
—
24,208
61,033
6,752
24,918
67,075
91,993
(38,524
)
2018
2012
Greenwich Commons
CT
(4,461
)
3,831
6,990
(22
)
3,831
6,968
10,799
(472
)
1961
2023
Greenwood Shopping Centre
FL
—
7,777
24,829
1,205
7,777
26,034
33,811
(8,998
)
1994
2017
H Mart Plaza
NJ
—
1,296
2,469
—
1,296
2,469
3,765
(169
)
1967
2023
Hancock
TX
—
8,232
28,260
(9,585
)
4,604
22,303
26,907
(12,097
)
1998
1999
Harpeth Village Fieldstone
TN
—
2,284
9,443
1,587
2,284
11,030
13,314
(7,431
)
1998
1997
Harrison Shopping Square
NY
—
6,034
5,195
659
6,353
5,535
11,888
(416
)
1958
2023
Hasley Canyon Village
CA
(16,000
)
17,630
8,231
240
17,630
8,471
26,101
(1,543
)
2003
2003
Heritage 202 Center
NY
—
1,694
5,901
368
1,695
6,268
7,963
(476
)
1989
2023
Heritage Plaza
CA
—
12,390
26,097
15,348
12,215
41,620
53,835
(25,173
)
2012
1999
Hershey
PA
—
7
808
13
7
821
828
(670
)
2000
2000
Hewlett Crossing I & II
NY
—
11,850
18,205
2,554
11,850
20,759
32,609
(4,597
)
1954
2018
Hibernia Pavilion
FL
—
4,929
5,065
353
4,929
5,418
10,347
(4,772
)
2006
2006
High Ridge Center
CT
(10,000
)
26,078
21,460
805
26,092
22,251
48,343
(1,741
)
1968
2023
Hillcrest Village
TX
—
1,600
1,909
271
1,600
2,180
3,780
(1,353
)
1991
1999
Hilltop Village
CO
—
2,995
4,581
4,845
3,104
9,317
12,421
(6,483
)
2018
2002
Hinsdale Lake Commons
IL
—
5,734
16,709
12,248
8,343
26,348
34,691
(20,509
)
2015
1998
Holly Park
NC
—
8,975
23,799
2,743
8,828
26,689
35,517
(11,070
)
1969
2013
Howell Mill Village
GA
—
5,157
14,279
8,108
9,610
17,934
27,544
(10,198
)
1984
2004
Hyde Park
OH
—
9,809
39,905
18,623
10,215
58,122
68,337
(36,950
)
1995
1997
Indian Springs Center
TX
—
24,974
25,903
1,495
25,050
27,322
52,372
(11,094
)
2003
2002
Indigo Square
SC
—
8,087
9,849
(26
)
8,087
9,823
17,910
(4,075
)
2017
2017
Inglewood Plaza
WA
—
1,300
2,159
1,373
1,300
3,532
4,832
(2,525
)
1985
1999
Island Village
WA
—
12,354
23,660
726
12,361
24,379
36,740
(3,545
)
2013
2023
Jordan Ranch
TX
—
16,465
29,318
—
16,465
29,318
45,783
(294
)
2025
2024
Keller Town Center
TX
—
2,294
12,841
1,657
2,404
14,388
16,792
(9,203
)
2014
1999
Kirkman Shoppes
FL
—
9,364
26,243
1,082
9,367
27,322
36,689
(8,903
)
2015
2017
Kirkwood Commons
MO
—
6,772
16,224
1,954
6,802
18,148
24,950
(8,384
)
2000
2007
Klahanie Shopping Center
WA
—
14,451
20,089
1,157
14,451
21,246
35,697
(6,533
)
1998
2016
Knotts Landing
CT
—
2,062
23,536
99
2,062
23,635
25,697
(1,413
)
1994
2023
Kroger New Albany Center
OH
—
3,844
6,599
1,594
3,844
8,193
12,037
(7,285
)
1999
1999
Lake Mary Centre
FL
—
24,036
57,476
3,391
24,036
60,867
84,903
(21,506
)
2015
2017
Lake Pine Plaza
NC
—
2,008
7,632
1,109
2,029
8,720
10,749
(6,341
)
1997
1998
Lakeview Shopping Center
NY
(10,407
)
6,341
22,296
1,286
6,341
23,582
29,923
(2,057
)
1981
2023
Lebanon/Legacy Center
TX
—
3,913
7,874
1,764
3,913
9,638
13,551
(8,100
)
2002
2000
Littleton Square
CO
—
2,030
8,859
(3,274
)
2,433
5,182
7,615
(3,882
)
2015
1999
Lloyd King Center
CO
—
1,779
10,060
1,863
1,779
11,923
13,702
(8,302
)
1998
1998
Lower Nazareth Commons
PA
—
15,992
12,964
4,165
16,343
16,778
33,121
(15,745
)
2012
2007
Main & Bailey
CT
—
603
13,428
293
603
13,721
14,324
(966
)
1950
2023
Mandarin Landing
FL
—
7,913
27,230
13,396
10,625
37,914
48,539
(9,371
)
2024
2017
Market at Colonnade Center
NC
—
6,455
9,839
569
6,160
10,703
16,863
(6,875
)
2009
2009
Market at Preston Forest
TX
—
4,400
11,445
2,402
4,400
13,847
18,247
(9,544
)
1990
1999
117
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
Market at Round Rock
TX
—
2,000
9,676
10,106
1,996
19,786
21,782
(12,611
)
1987
1999
Market at Springwoods Village
TX
—
12,592
12,809
222
12,592
13,031
25,623
(6,480
)
2018
2016
Marketplace at Briargate
CO
—
1,706
4,885
373
1,727
5,237
6,964
(3,792
)
2006
2006
McLean Plaza
NY
(5,000
)
12,527
12,039
231
12,534
12,263
24,797
(996
)
1982
2023
Meadtown Shopping Center
NJ
(8,765
)
9,961
15,328
633
9,961
15,961
25,922
(1,302
)
1961
2023
Mellody Farm
IL
—
35,628
66,847
111
35,639
66,947
102,586
(24,530
)
2017
2017
Mercantile East
CA
(33,000
)
43,971
38,213
1,267
43,971
39,480
83,451
(819
)
2023
2025
Mercantile West
CA
(40,600
)
20,062
45,218
42
20,062
45,260
65,322
(861
)
2025
2025
Melrose Market
WA
—
4,451
10,807
(72
)
4,451
10,735
15,186
(2,277
)
2009
2019
Midland Park Shopping Center
NJ
(16,588
)
9,814
24,226
1,874
9,814
26,100
35,914
(2,239
)
1966
2023
Millhopper Shopping Center
FL
—
1,073
5,358
6,120
1,901
10,650
12,551
(8,771
)
2017
1993
Mockingbird Commons
TX
—
3,000
10,728
3,822
3,000
14,550
17,550
(9,975
)
1987
1999
Monument Jackson Creek
CO
—
2,999
6,765
1,464
2,999
8,229
11,228
(7,213
)
1999
1998
Morningside Plaza
CA
—
4,300
13,951
1,266
4,300
15,217
19,517
(10,568
)
1996
1999
Murrayhill Marketplace
OR
—
2,670
18,401
15,100
2,903
33,268
36,171
(22,926
)
2016
1999
Naples Walk
FL
—
18,173
13,554
2,476
18,173
16,030
34,203
(9,601
)
1999
2007
New City PCSB Bank Pad
NY
—
837
1,306
(2,143
)
—
—
—
—
1973
2023
New Milford Plaza
CT
—
7,955
18,349
127
7,955
18,476
26,431
(1,482
)
1970
2023
Newberry Square
FL
—
2,412
10,150
2,085
2,412
12,235
14,647
(10,978
)
1986
1994
Newfield Green
CT
(18,175
)
22,993
7,778
107
22,993
7,885
30,878
(843
)
1966
2023
Newland Center
CA
—
12,500
10,697
9,509
16,276
16,430
32,706
(13,687
)
2016
1999
Nocatee Town Center
FL
—
10,124
8,691
9,305
11,045
17,075
28,120
(12,850
)
2017
2007
Nohl Plaza
CA
—
1,688
6,733
317
1,688
7,050
8,738
(801
)
1966
2023
North Hills
TX
—
4,900
19,774
2,293
4,900
22,067
26,967
(13,629
)
1995
1999
Northgate Marketplace
OR
—
5,668
13,727
403
4,955
14,843
19,798
(9,415
)
2011
2011
Northgate Marketplace Ph II
OR
—
12,189
30,171
105
12,159
30,306
42,465
(13,544
)
2015
2015
Northgate Plaza (Maxtown Road)
OH
—
1,769
6,652
5,080
2,840
10,661
13,501
(8,169
)
2017
1998
Northgate Square
FL
—
5,011
8,692
1,236
5,011
9,928
14,939
(6,078
)
1995
2007
Northlake Village
TN
—
2,662
11,284
6,353
2,662
17,637
20,299
(9,371
)
2013
2000
Oakshade Town Center
CA
(2,369
)
6,591
28,966
4,344
6,591
33,310
39,901
(14,620
)
1998
2011
Oakbrook Plaza
CA
—
4,000
6,668
6,432
4,766
12,334
17,100
(8,273
)
2017
1999
Oakleaf Commons
FL
—
3,503
11,671
2,286
3,173
14,287
17,460
(10,412
)
2006
2006
Oakley Shops at Laurel Fields
CA
—
10,963
22,825
—
10,963
22,825
33,788
(392
)
2024
2024
Ocala Corners
FL
—
1,816
10,515
1,775
1,816
12,290
14,106
(6,943
)
2000
2000
Old Greenwich CVS
CT
(799
)
3,704
2,065
7
3,711
2,065
5,776
(149
)
1941
2023
Old Kings Market
CT
(22,111
)
17,091
26,274
375
17,092
26,648
43,740
(1,943
)
1955
2023
Old St Augustine Plaza
FL
—
2,368
11,405
13,655
3,455
23,973
27,428
(15,723
)
2017/2020
1996
Orange Meadows
CT
—
6,459
19,441
1,183
6,461
20,622
27,083
(2,202
)
1990
2023
Orangetown Shopping Center
NY
—
4,716
15,472
1,140
5,684
15,644
21,328
(1,201
)
1966
2023
Pablo Plaza
FL
—
11,894
21,407
12,354
14,135
31,520
45,655
(13,565
)
2020
2017
Paces Ferry Plaza
GA
—
2,812
12,639
21,439
13,803
23,087
36,890
(17,086
)
2018
1997
Panther Creek
TX
—
14,414
14,748
7,378
15,212
21,328
36,540
(17,724
)
1994
2002
Pavilion
FL
—
15,626
22,124
1,546
15,626
23,670
39,296
(8,822
)
2011
2017
Peartree Village
TN
—
5,197
19,746
1,020
5,197
20,766
25,963
(16,226
)
1997
1997
Persimmon Place
CA
—
25,975
38,114
539
26,692
37,936
64,628
(21,756
)
2014
2014
Pike Creek
DE
—
5,153
20,652
10,330
5,885
30,250
36,135
(18,711
)
2013
1998
118
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
Pine Island
FL
—
21,086
28,123
2,217
21,086
30,340
51,426
(10,921
)
1999
2017
Pine Lake Village
WA
—
6,300
10,991
2,299
6,300
13,290
19,590
(9,185
)
1989
1999
Pine Ridge Square
FL
—
13,951
23,147
6,846
13,951
29,993
43,944
(7,669
)
2013
2017
Pine Tree Plaza
FL
—
668
6,220
1,220
668
7,440
8,108
(5,154
)
1999
1997
Pinecrest Place
FL
—
4,193
13,275
73
3,805
13,736
17,541
(4,858
)
2017
2017
Plaza Escuela
CA
—
24,829
104,395
4,305
24,829
108,700
133,529
(26,616
)
2002
2017
Plaza Hermosa
CA
—
4,200
10,109
4,657
4,202
14,764
18,966
(10,136
)
2013
1999
Point 50
VA
—
15,239
11,367
294
14,628
12,272
26,900
(3,909
)
2021
2007
Point Royale Shopping Center
FL
—
18,201
14,889
7,145
19,405
20,830
40,235
(9,977
)
2018
2017
Pompton Lakes Towne Square
NJ
—
12,940
16,392
379
12,943
16,768
29,711
(1,384
)
2000
2023
Post Road Plaza
CT
—
15,240
5,196
176
15,240
5,372
20,612
(1,789
)
1978
2017
Potrero Center
CA
—
133,422
116,758
(87,857
)
85,205
77,118
162,323
(19,505
)
1997
2017
Powell Street Plaza
CA
—
8,248
30,716
5,074
8,248
35,790
44,038
(22,318
)
1987
2001
Powers Ferry Square
GA
—
3,687
17,965
10,632
5,758
26,526
32,284
(25,022
)
2013
1997
Powers Ferry Village
GA
—
1,191
4,672
1,502
1,191
6,174
7,365
(4,926
)
1994
1997
Prairie City Crossing
CA
—
4,164
13,032
632
4,164
13,664
17,828
(8,392
)
1999
1999
Preston Oaks
TX
—
763
30,438
583
1,534
30,250
31,784
(7,686
)
2022
2013
Prestonbrook
TX
—
7,069
8,622
(484
)
5,244
9,963
15,207
(8,798
)
1998
1998
Prosperity Centre
FL
—
11,682
26,215
1,153
11,681
27,369
39,050
(7,616
)
1993
2017
Purchase Street Shops
NY
—
466
1,388
21
466
1,409
1,875
(126
)
2023
Putnam Plaza
NY
(16,531
)
10,355
13,621
2,934
10,355
16,555
26,910
(736
)
1971
2025
Ralphs Circle Center
CA
—
20,939
6,317
492
20,939
6,809
27,748
(2,675
)
1983
2017
Red Bank Village
OH
—
10,336
9,500
1,668
9,755
11,749
21,504
(5,696
)
2018
2006
Regency Commons
OH
—
3,917
3,616
425
3,917
4,041
7,958
(3,153
)
2004
2004
Regency Square
FL
—
4,770
25,191
16,188
6,228
39,921
46,149
(30,373
)
2013
1993
Ridgeway Shopping Center
CT
(40,688
)
47,684
96,414
8,029
47,684
104,443
152,127
(7,804
)
1952
2023
Franklin Pointe (fka Rite Aid Plaza-Waldwick Plaza)
NJ
—
1,774
5,753
(42
)
1,774
5,711
7,485
(370
)
1953
2023
Rivertowns Square
NY
—
15,505
52,505
5,976
16,853
57,133
73,986
(14,511
)
2016
2018
Rona Plaza
CA
—
1,500
4,917
582
1,500
5,499
6,999
(3,903
)
1989
1999
Roosevelt Square
WA
—
40,371
32,108
8,686
40,382
40,783
81,165
(10,891
)
2017
2017
Russell Ridge
GA
—
2,234
6,903
1,971
2,234
8,874
11,108
(6,877
)
1995
1994
Ryanwood Square
FL
—
10,581
10,044
545
10,581
10,589
21,170
(4,566
)
1987
2017
Sammamish-Highlands
WA
—
9,300
8,075
10,302
9,592
18,085
27,677
(13,411
)
2013
1999
San Carlos Marketplace
CA
—
36,006
57,886
969
36,006
58,855
94,861
(15,080
)
2018
2017
San Leandro Plaza
CA
—
1,300
8,226
1,930
1,300
10,156
11,456
(6,678
)
1982
1999
Sandy Springs
GA
—
6,889
28,056
5,365
6,889
33,421
40,310
(14,455
)
2006
2012
Sawgrass Promenade
FL
—
10,846
12,525
1,796
10,846
14,321
25,167
(5,165
)
1998
2017
Scripps Ranch Marketplace
CA
—
59,949
26,334
1,792
59,949
28,126
88,075
(7,940
)
2017
2017
Sendero Marketplace
CA
(44,538
)
27,171
31,206
11
27,171
31,217
58,388
(565
)
2016
2025
Serramonte Center
CA
—
390,106
172,652
118,710
423,587
257,881
681,468
(104,400
)
2018/In Process
2017
Shaw's at Plymouth
MA
—
3,968
8,367
—
3,968
8,367
12,335
(3,207
)
1993
2017
Shelton Square
CT
—
13,383
25,265
4,472
13,383
29,737
43,120
(2,975
)
1982
2023
Sheridan Plaza
FL
—
82,260
97,273
16,268
83,814
111,987
195,801
(35,029
)
1991/2022
2017
Sherwood Crossroads
OR
—
2,731
6,360
900
2,454
7,537
9,991
(4,740
)
1999
1999
119
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
Shiloh Springs
TX
—
5,236
11,802
1,199
5,236
13,001
18,237
(2,614
)
1998
1998
Shoppes @ 104
FL
—
11,193
—
3,414
7,078
7,529
14,607
(4,967
)
2018
1998
Shoppes at Homestead
CA
—
5,420
9,450
2,829
5,420
12,279
17,699
(8,660
)
1983
1999
Shoppes at Lago Mar
FL
—
8,323
11,347
454
8,323
11,801
20,124
(4,482
)
1995
2017
Shoppes at Sunlake Centre
FL
—
16,643
15,091
6,683
18,001
20,416
38,417
(7,715
)
2008
2017
Shoppes of Grande Oak
FL
—
5,091
5,985
1,495
5,091
7,480
12,571
(6,518
)
2000
2000
Shoppes of Jonathan's Landing
FL
—
4,474
5,628
630
4,474
6,258
10,732
(2,135
)
1997
2017
Shoppes of Oakbrook
FL
—
20,538
42,992
(2,650
)
20,538
40,342
60,880
(12,376
)
2003
2017
Shoppes of Silver Lakes
FL
—
17,529
21,829
2,496
17,529
24,325
41,854
(8,888
)
1997
2017
Shoppes of Sunset
FL
—
2,860
1,316
975
2,860
2,291
5,151
(719
)
2009
2017
Shoppes of Sunset II
FL
—
2,834
715
739
2,834
1,454
4,288
(553
)
2009
2017
Shops at County Center
VA
—
9,957
11,296
5,385
12,917
13,721
26,638
(13,139
)
2005
2005
Shops at Erwin Mill
NC
(12,000
)
9,082
6,124
596
9,087
6,715
15,802
(4,934
)
2012
2012
Shops at John's Creek
FL
—
1,863
2,014
76
1,501
2,452
3,953
(1,876
)
2004
2003
Shops at Mira Vista
TX
(137
)
11,691
9,026
881
11,691
9,907
21,598
(4,241
)
2002
2014
Shops at Quail Creek
CO
—
1,487
7,717
1,591
1,448
9,347
10,795
(5,414
)
2008
2008
Shops at Saugus
MA
—
19,201
17,984
1,204
18,974
19,415
38,389
(15,091
)
2006
2006
Shops at Skylake
FL
—
84,586
39,342
3,210
85,117
42,021
127,138
(16,034
)
2006
2017
Shops at The Columbia
DC
—
3,117
8,869
198
3,234
8,950
12,184
(1,301
)
1991
2006
Shops on Main
IN
—
17,020
27,055
21,768
19,648
46,195
65,843
(21,761
)
2017/2020
2007
Sienna Grande Shops
TX
—
5,516
6,349
—
5,516
6,349
11,865
(358
)
2023
2023
Somers Commons
NY
—
7,019
29,808
4,230
7,019
34,038
41,057
(2,968
)
2003
2023
Sope Creek Crossing
GA
—
2,985
12,001
3,885
3,332
15,539
18,871
(11,738
)
2016
1998
South Beach Regional
FL
—
28,188
53,405
16,145
28,515
69,223
97,738
(19,286
)
1990
2017
South Pass Village
NJ
(19,258
)
11,079
31,610
649
11,079
32,259
43,338
(2,511
)
1965
2023
South Point
FL
—
6,563
7,939
751
6,563
8,690
15,253
(3,172
)
2003
2017
Southbury Green
CT
—
26,661
34,325
9,381
29,743
40,624
70,367
(13,306
)
2002
2017
Southcenter
WA
—
1,300
12,750
2,793
1,300
15,543
16,843
(10,785
)
1990
1999
Southpark at Cinco Ranch
TX
—
18,395
11,306
7,801
21,438
16,064
37,502
(11,759
)
2017
2012
SouthPoint Crossing
NC
—
4,412
12,235
1,816
4,382
14,081
18,463
(9,702
)
1998
1998
Staples Plaza-Yorktown Heights
NY
—
7,131
47,704
1,386
7,131
49,090
56,221
(3,426
)
1970
2023
Starke
FL
—
71
1,683
15
71
1,698
1,769
(1,529
)
2000
2000
Star's at Cambridge
MA
—
31,082
13,520
(1
)
31,082
13,519
44,601
(4,429
)
1997
2017
Star's at West Roxbury
MA
—
21,973
13,386
807
21,973
14,193
36,166
(4,493
)
2006
2017
Station Centre @ Old Greenwich
CT
—
9,121
7,603
655
9,121
8,258
17,379
(782
)
1952
2023
Stefko Boulevard Shopping Center
PA
—
5,042
11,847
120
5,042
11,967
17,009
(154
)
1976
2025
Sterling Ridge
TX
—
12,846
12,162
1,703
12,846
13,865
26,711
(12,323
)
2000
2002
Stroh Ranch
CO
—
4,280
8,189
1,278
4,280
9,467
13,747
(8,113
)
1998
1998
Suncoast Crossing
FL
—
9,030
10,764
4,829
13,374
11,249
24,623
(10,560
)
2007
2007
Sunny Valley Shops
CT
—
2,820
5,055
1,331
2,820
6,386
9,206
(586
)
2003
2023
Talega Village Center
CA
—
22,415
12,054
593
22,415
12,647
35,062
(3,603
)
2007
2017
Tanasbourne Market
OR
—
3,269
10,861
(294
)
3,149
10,687
13,836
(7,642
)
2006
2006
Tanglewood Shopping Center
NY
(2,163
)
5,920
7,889
152
5,920
8,041
13,961
(678
)
1953
2023
Tassajara Crossing
CA
—
8,560
15,464
3,345
8,560
18,809
27,369
(12,549
)
1990
1999
Tech Ridge Center
TX
—
12,945
37,169
6,912
13,455
43,571
57,026
(23,545
)
2020
2011
Terrace Shops
CA
(14,007
)
5,684
14,587
12
5,684
14,599
20,283
(256
)
2005
2025
120
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
The Abbot
MA
—
72,910
6,086
52,460
79,219
52,237
131,456
(7,808
)
1912/2024
2017
The Crossing Clarendon
VA
—
154,932
126,328
63,230
161,409
183,081
344,490
(45,436
)
2023/In Process
2016
The Dock-Dockside
CT
(32,125
)
20,974
49,185
270
20,974
49,455
70,429
(3,690
)
1974
2023
The Field at Commonwealth
VA
—
31,057
18,248
(5,130
)
25,731
18,444
44,175
(12,535
)
2018
2017
The Gallery at Westbury Plaza
NY
—
108,653
216,771
5,213
108,653
221,984
330,637
(61,933
)
2013
2017
The Hub at Norwalk
CT
—
20,394
21,261
1,401
21,220
21,836
43,056
(4,647
)
2003
2017
The Hub Hillcrest Market
CA
—
18,773
61,906
8,376
19,611
69,444
89,055
(27,554
)
2015
2012
The Longmeadow Shops
MA
(13,000
)
5,451
23,738
659
5,451
24,397
29,848
(1,946
)
1962
2023
The Marketplace
CA
—
10,927
36,052
1,815
10,927
37,867
48,794
(10,795
)
1990
2017
The Meadows
NY
—
12,325
21,378
1,243
12,267
22,679
34,946
(4,076
)
1980
2021
The Plaza at St. Lucie West
FL
—
1,718
6,204
219
1,718
6,423
8,141
(1,952
)
2006
2017
The Point at Garden City Park
NY
—
741
9,764
5,857
2,559
13,803
16,362
(6,700
)
2018
2016
The Pruneyard
CA
—
112,136
86,918
3,710
112,136
90,628
202,764
(20,903
)
2014
2019
The Shops at Hampton Oaks
GA
—
843
372
(178
)
297
740
1,037
(448
)
2009
2017
The Shops at Stone Bridge
CT
—
21,397
40,486
—
21,397
40,486
61,883
(471
)
2025
2024
The Shops at SunVet
NY
—
15,628
73,756
—
15,628
73,756
89,384
(2,634
)
2023
2023
The Village at Hunter's Lake
FL
—
9,735
12,988
40
9,735
13,028
22,763
(4,634
)
2018
2018
The Village at Riverstone
TX
—
17,179
13,013
116
17,179
13,129
30,308
(5,123
)
2016
2016
Town and Country
FL
—
4,664
5,207
116
4,664
5,323
9,987
(2,658
)
1993
2017
Town Square
FL
—
883
8,132
918
883
9,050
9,933
(6,308
)
1999
1997
Towne Centre at Somers
NY
—
3,235
30,998
345
3,236
31,342
34,578
(2,225
)
1988
2023
Treasure Coast Plaza
FL
—
7,553
21,554
1,800
7,553
23,354
30,907
(7,704
)
1983
2017
Tustin Legacy
CA
—
13,829
23,922
290
13,828
24,213
38,041
(9,587
)
2017
2016
Twin City Plaza
MA
—
17,245
44,225
2,796
17,263
47,003
64,266
(24,823
)
In Process
2006
Twin Peaks
CA
—
5,200
25,827
9,789
6,587
34,229
40,816
(21,418
)
2015
1999
Unigold Shopping Center
FL
—
5,490
5,144
6,812
5,561
11,885
17,446
(7,546
)
1987
2017
University Commons
FL
—
4,070
30,785
1,121
4,070
31,906
35,976
(12,707
)
2001
2015
Valencia Crossroads
CA
—
17,921
17,659
1,929
17,921
19,588
37,509
(18,405
)
2003
2002
Valley Ridge Shopping Center
NJ
(15,702
)
13,363
19,803
993
13,363
20,796
34,159
(1,640
)
1962
2023
Valley Stream
NY
—
13,297
16,241
512
13,887
16,163
30,050
(2,691
)
1950
2021
Veterans Plaza
CT
—
2,328
7,104
34
2,328
7,138
9,466
(608
)
1966
2023
Village at La Floresta
CA
—
13,140
20,559
242
13,156
20,785
33,941
(10,960
)
2014
2014
Village at Lee Airpark
MD
—
11,099
12,975
4,354
11,803
16,625
28,428
(17,368
)
2014
2005
Village Center
FL
—
3,885
14,131
10,339
5,480
22,875
28,355
(15,000
)
2014
1995
Village Commons
NY
—
312
5,950
349
312
6,299
6,611
(602
)
1980
2023
Von's Circle Center
CA
(2,633
)
49,037
22,618
1,656
49,037
24,274
73,311
(7,833
)
1972
2017
Wading River
NY
—
14,969
18,641
1,655
14,915
20,350
35,265
(3,259
)
2002
2021
Waldwick Plaza
NJ
—
1,724
5,824
301
1,724
6,125
7,849
(493
)
1960
2023
Walker Center
OR
—
3,840
7,232
12,731
4,404
19,399
23,803
(10,154
)
1987
1999
Washington Commons
NJ
(8,210
)
7,829
12,182
252
7,829
12,434
20,263
(1,098
)
1992
2023
Waterstone Plaza
FL
—
5,498
13,500
298
5,498
13,798
19,296
(4,550
)
2005
2017
Welleby Plaza
FL
—
1,496
7,787
2,809
1,496
10,596
12,092
(9,301
)
1982
1996
Wellington Town Square
FL
—
2,041
12,131
3,953
2,600
15,525
18,125
(9,057
)
2022
1996
West Bird Plaza
FL
—
12,934
18,594
374
15,386
16,516
31,902
(6,209
)
2000/2021
2017
West Chester Plaza
OH
—
1,857
7,572
690
1,857
8,262
10,119
(8,145
)
In Process
1998
121
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Initial Cost
Total Cost
Shopping Centers
State
Mortgages or Encumbrances(1)
Land & Land Improvements
Building & Improvements
Cost Capitalized Subsequent to Acquisition (2)
Land & Land Improvements
Building & Improvements
Total
Accumulated Depreciation
Year Constructed or Last Major Renovation
Year Acquired
West Lake Shopping Center
FL
—
10,561
9,792
1,024
10,561
10,816
21,377
(3,876
)
2000
2017
West Park Plaza
CA
—
5,840
5,759
4,406
5,840
10,165
16,005
(6,460
)
1996
1999
Westbury Plaza
NY
(88,000
)
116,129
51,460
6,978
117,817
56,750
174,567
(18,740
)
2004
2017
Westchase
FL
—
5,302
8,273
1,522
5,302
9,795
15,097
(5,582
)
1998
2007
Westchester Commons
IL
—
3,366
11,751
11,535
4,894
21,758
26,652
(12,675
)
2014
2001
Westlake Village Plaza and Center
CA
—
7,043
27,195
31,764
17,620
48,382
66,002
(41,500
)
2015
1999
Westport Collection
CT
—
4,831
3,138
1
4,831
3,139
7,970
(417
)
1958
2023
Westport Plaza
FL
—
9,035
7,455
272
9,035
7,727
16,762
(2,917
)
2002
2017
Westport Row
CT
—
43,597
16,428
15,346
46,170
29,201
75,371
(10,925
)
1988
2017
Westbard Square
MD
—
128,002
21,514
40,574
114,450
75,640
190,090
(7,643
)
2001/2024
2017
Westwood Village
TX
—
19,933
25,301
2,314
19,378
28,170
47,548
(20,083
)
2006
2006
Willa Springs
FL
(16,700
)
13,322
15,314
3,555
13,683
18,508
32,191
(2,885
)
1979
2000
Williamsburg at Dunwoody
GA
—
7,435
3,721
1,474
7,444
5,186
12,630
(2,270
)
1983
2017
Willow Festival
IL
—
1,954
56,501
6,297
1,976
62,776
64,752
(27,247
)
2007
2010
Willow Lake Shopping Center
IN
—
6,018
9,436
14
6,018
9,450
15,468
(118
)
1987
2025
Willow Lake West Shopping Center
IN
—
3,297
18,075
11
3,297
18,086
21,383
(160
)
2001
2025
Willow Oaks
NC
—
6,664
7,908
(247
)
6,294
8,031
14,325
(4,966
)
2014
2014
Willows Shopping Center
CA
—
51,964
78,029
(6,646
)
51,980
71,367
123,347
(20,868
)
In Process
2017
Woodcroft Shopping Center
NC
—
1,419
6,284
2,125
1,421
8,407
9,828
(6,338
)
1984
1996
Woodman Van Nuys
CA
—
5,500
7,195
527
5,500
7,722
13,222
(5,223
)
1992
1999
Woodmen Plaza
CO
—
7,621
11,018
1,633
7,621
12,651
20,272
(13,198
)
1998
1998
Woodside Central
CA
—
3,500
9,288
1,145
3,489
10,444
13,933
(7,121
)
1993
1999
Miscellaneous Investments
—
—
2,127
2,371
—
4,498
4,498
(2,243
)
Land held for future development
—
11,323
—
(4,608
)
6,715
—
6,715
—
Construction in progress
—
22,395
29,235
95,577
22,395
124,812
147,207
—
(778,831
)
$
5,737,889
7,367,996
1,456,039
5,854,509
8,707,415
14,561,924
(3,267,728
)
(1)
The amounts presented in this column do not include debt premiums, discounts, or loan costs.
(2)
The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, sales-type lease, provision for impairments and write-downs recorded, and demolitions of part of the property for redevelopment.
122
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Schedule III - Consolidated Real Estate and Accumulated Depreciation
December 31, 2025
(in thousands)
Depreciation and amortization of the Company's investments in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $11.9 billion at December 31, 2025.
The changes in total real estate assets for the years ended December 31, 2025, 2024, and 2023 are as follows:
(in thousands)
2025
2024
2023
Beginning balance
$
13,698,419
13,454,391
11,858,064
Acquired properties and land
614,133
71,334
1,445,428
Developments and improvements
382,635
328,133
206,085
Disposal of building and tenant improvements
(24,855
)
(51,671
)
(14,149
)
Sale of properties
(108,408
)
(72,152
)
(19,366
)
Contributed to unconsolidated joint ventures
—
(17,518
)
—
Properties held for sale
—
—
(21,671
)
Provision for impairment
—
(14,098
)
—
Ending balance
$
14,561,924
13,698,419
13,454,391
The changes in accumulated depreciation for the years ended December 31, 2025, 2024, and 2023 are as follows:
(in thousands)
2025
2024
2023
Beginning balance
$
2,960,399
2,691,386
2,415,860
Depreciation expense
344,216
329,650
293,705
Disposal of building and tenant improvements
(24,828
)
(51,671
)
(14,149
)
Sale of properties
(12,059
)
(7,842
)
(569
)
Accumulated depreciation related to properties held for sale
—
—
(3,461
)
Provision for impairment
—
(1,124
)
—
Ending balance
$
3,267,728
2,960,399
2,691,386
123
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that as of December 31, 2025, the Parent Company's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
Management's Report on Internal Control over Financial Reporting
The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2025.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Parent Company included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Parent Company's internal control over financial reporting.
The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2025 which have materially affected, or are reasonably likely to materially affect, the Parent Company’s internal controls over financial reporting.
Controls and Procedures (Regency Centers, L.P.)
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that, as of December 31, 2025, the Operating Partnership's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures, without limitation, include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.
124
Management's Report on Internal Control over Financial Reporting
The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2025.
KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Operating Partnership included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Operating Partnership's internal control over financial reporting.
The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Changes in Internal Controls
There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2025 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders. Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).
Code of Ethics
We have a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our website at https://investors.regencycenters.com/corporate-governance/governance-overview. We will post a notice of any waiver from, or amendment to, any provision of our code of ethics on our website.
Policy Statement on Insider Trading
We have adopted a Policy Statement on Insider Trading that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. A copy of our Policy Statement on Insider Trading is included as Exhibit 19 to this report.
125
Item 11. Executive Compensation
Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table provides information about securities that may be issued under our existing equity compensation plans:
Equity Compensation Plan Information
(as of December 31, 2025)
(a)
(b)
(c)
Plan Category
Number of securities to be issued upon exercise of outstanding options, warrants and rights (1)
Weighted-average exercise price of outstanding options, warrants and rights (2)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (3)
Equity compensation plans approved by security holders
834,914
$
—
3,462,214
Equity compensation plans not approved by security holders
N/A
N/A
N/A
Total
834,914
$
—
3,462,214
(1)
Includes shares that may be issued pursuant to unvested restricted stock and performance share awards.
(2)
The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.
(3)
The Regency Centers Corporation Omnibus Incentive Plan, ("Omnibus Plan"), as approved by shareholders at our 2019 annual meeting, provides that an aggregate maximum of 5.6 million shares of our common stock are reserved for issuance under the Omnibus Plan.
Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders.
Item 14. Principal Accountant Fees and Services
Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders.
126
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)
Financial Statements and Financial Statement Schedules:
Regency Centers Corporation and Regency Centers, L.P. 2025 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements within "Item 8. Financial Statements and Supplementary Data" of this Report.
(b)
Exhibits:
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.
2.
Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Parent Company defining the rights of holders of shares of the common stock and preferred stock of the Parent Company. See Exhibits 3(c), 3(d) and 3 (e) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of holders of common and preferred units of the Operating Partnership.
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Martin E. Stein, Jr.
(ii)
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Lisa Palmer
(iii)
Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Michael J. Mas
The following Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below. The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance.
The certifications in this exhibit 32 are being furnished solely to accompany this Report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except to the extent that the Company specifically incorporates it by reference.
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema with embedded linkbases document
104.
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
February 13, 2026
REGENCY CENTERS CORPORATION
By:
/s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
February 13, 2026
REGENCY CENTERS, L.P.
By:
Regency Centers Corporation, General Partner
By:
/s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
February 13, 2026
/s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Executive Chairman of the Board
February 13, 2026
/s/ Lisa Palmer
Lisa Palmer, President, Chief Executive Officer, and Director
February 13, 2026
/s/ Michael J. Mas
Michael J. Mas, Executive Vice President, Chief Financial Officer (Principal Financial Officer)
