10-K – 2026-02-13 – reg-20251231.htm

Material Contracts (~ indicates management contract or compensatory plan)

 

 

 

 

 

 

 

~(a)

Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).

 

 

 

 

 

 

 

~(b)

Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).

 

 

 

 

 

 

 

~(c)

First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).

 

 

 

 

 

 

 

~(d)

Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).

 

 

 

 

 

 

 

~(e)

Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).

 

 

 

 

 

 

 

~(f)

Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).

 

 

 

 

 

 

 

~(g)

Form of Stock Rights Award Agreement - (incorporated by reference to Exhibit 10(g) to the Company's Form 10-K filed on February 17, 2022).

 

 

 

 

 

 

 

~(h)

Form of Performance Stock Rights Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 6, 2022).

 

 

 

 

 

 

 

~(i)

Form of Indemnification Agreement, in each case dated as of November 2, 2023, between Regency Centers Corporation (the Company") and (1) each member of its Board of Directors of the Company and (2) each of Martin E. Stein, Jr. and Lisa Palmer (who are each also members of the Board), Michael J. Mas, Alan T. Roth, Nicholas A. Wibbenmeyer and each of the other officers of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 6, 2023).

 

 

 

 

 

128

 

 

 

~(j)

Form of 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 (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on January 6, 2022). The Severance and Change of Control Agreements dated January 1, 2022 and listed below are substantially identical except for the identities of the parties and the amount of severance for each which are described in Item 5.02(e) of referenced 8-K, before any further amendment included in the list below.

 

 

 

 

 

 

 

 

(i)

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

 

 

 

 

 

 

 

 

(iv)

Amendment to Severance and Change of Control Agreement, dated as of November 6, 2024, among Regency Centers Corporation, Regency Centers, L.P. and Lisa Palmer (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 8, 2024)

 

 

 

 

 

 

 

~(k)

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.

 

 

 

 

 

 

 

 

(i)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Alan T. Roth (incorporated by reference to Exhibit 10 (m)(i) to the Company’s Form 10-K filed on February 17, 2023).

 

 

 

 

 

 

 

 

(ii)

Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Nicholas A. Wibbenmeyer (incorporated by reference to Exhibit 10 (m)(ii) to the Company’s Form 10-K filed on February 17, 2023).

 

 

 

 

 

 

 

(l)

Sixth Amended and Restated Credit Agreement, dated as of January 18, 2024, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s 8-K filed on January 18, 2024).

 

 

 

 

 

 

 

 

(i)

First Amendment to Sixth Amended and Restated Credit Agreement, dated as of July 8, 2024, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 10, 2024).

 

 

 

 

 

 

 

 

(ii)

Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of May 6, 2025, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 4, 2025).

 

 

 

 

 

 

 

(m)

Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).

 

 

 

 

 

 

 

 

(i)

Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the Company’s Form 10-K filed March 1, 2011).

 

 

 

 

 

19.

Insider Trading Policies and Procedures

 

 

21.

Subsidiaries of Regency Centers Corporation

 

 

 

 

 

129

 

22.

Subsidiary Guarantors and Issuers of Guaranteed Securities

 

 

 

 

 

23.

Consent of Independent Accountants

 

 

 

 

 

 

23.1

Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.

 

 

 

 

 

31.

Rule 13a-14(a)/15d-14(a) Certifications.

 

 

 

 

 

 

31.1

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

 

 

31.2

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

 

 

31.3

Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

 

 

31.4

Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.

 

 

 

32.

Section 1350 Certifications.

 
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.
 

 

32.1

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.

 

 

 

 

32.2

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.

 

 

 

 

32.3

18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.

 

 

 

 

32.4

18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.

 

 

 

97.

Restatement Clawback Policy of Regency Centers Corporation, effective as of November 15, 2023 (incorporated by reference to Exhibit 97 to the Company's Form 10-K filed on February 16, 2024).

 

 

 

99.

U. S. Federal Income Tax Considerations.

 

 

 

101.

Interactive Data Files

 

 

 

101.INS

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.

130

 

SIGNA TURES
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)

 

 

 

February 13, 2026

/s/ Terah L. Devereaux

 

 

Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)

 

 

 

February 13, 2026

 

/s/ Gary E. Anderson

 

 

Gary E. Anderson, Director

 

 

 

February 13, 2026

/s/ Bryce Blair

 

 

Bryce Blair, Director

 

 

 

February 13, 2026

/s/ C. Ronald Blankenship

 

 

C. Ronald Blankenship, Director

 

 

 

February 13, 2026

 

/s/ Kristin A. Campbell

 

 

Kristin A. Campbell, Director

 

 

 

February 13, 2026

/s/ Deirdre J. Evens

 

 

Deirdre J. Evens, Director

 

 

 

February 13, 2026

/s/ Thomas W. Furphy

 

 

Thomas W. Furphy, Director

 

 

 

February 13, 2026

/s/ Karin M. Klein

 

 

Karin M. Klein, Director

 

 

 

February 13, 2026

/s/ Peter Linneman

 

 

Peter Linneman, Director

 

 

 

February 13, 2026

 

/s/ Mark J. Parrell

 

 

Mark J. Parrell, Director

 

 

 

February 13, 2026

 

/s/ James H Simmons

 

 

James H. Simmons, Director

 

131