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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 
For the quarterly period ended September 30, 2025
or
 

☐ 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 , Florida 32202

( 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(s)

 

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(s)

 

Name of each exchange on which registered

None

 

N/A

 

N/A

 
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:
Regency Centers Corporation:

Large accelerated filer

☒

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☐

Smaller reporting company

☐

 

 

Regency Centers, L.P.:

Large accelerated filer

☐

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☒

Smaller reporting company

☐

 
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.
Regency Centers Corporation ☐ Regency Centers, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒
The number of shares outstanding of Regency Centers Corporation's common stock was 182,900,978 as of November 3, 2025.
 

 

 

EXPLANATORY NOTE
This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended September 30, 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 September 30, 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 quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:

• 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;

• Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and

• 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, directly or indirectly, is also the co-issuer and 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.

 

 

TABLE OF CONTENTS
 

 

 

 

 

Form 10-Q
Report Page

PART I - FINANCIAL INFORMATION

 

 

Item 1.

Financial Statements (Unaudited)

 

 

Regency Centers Corporation:

 

 

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

1

 

Consolidated Statements of Operations for the periods ended September 30, 2025 and 2024

2

 

Consolidated Statements of Comprehensive Income for the periods ended September 30, 2025 and 2024

3

 

Consolidated Statements of Equity for the periods ended September 30, 2025 and 2024

4

 

Consolidated Statements of Cash Flows for the periods ended September 30, 2025 and 2024

6

 

 

Regency Centers, L.P.:

 

 

Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024

8

 

Consolidated Statements of Operations for the periods ended September 30, 2025 and 2024

9

 

Consolidated Statements of Comprehensive Income for the periods ended September 30, 2025 and 2024

10

 

 

Consolidated Statements of Capital for the periods ended September 30, 2025 and 2024

11

 

 

 

Consolidated Statements of Cash Flows for the periods ended September 30, 2025 and 2024

13

 

 

Notes to Consolidated Financial Statements

15

 

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

31

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

52

 

Item 4.

Controls and Procedures

54

 

PART II - OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

55

 

Item 1A.

Risk Factors

55

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

55

 

Item 3.

Defaults Upon Senior Securities

56

 

Item 4.

Mine Safety Disclosures

56

 

Item 5.

Other Information

56

 

Item 6.

Exhibits

57

 

SIGNATURES

58

 

 

 

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
September 30, 2025 and December 31, 2024
(in thousands, except share data)
 

 

 

2025

 

 

2024

 

Assets

 

(unaudited)

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost

 

$

14,342,200

 

 

 

13,698,419

 

Less: accumulated depreciation

 

 

3,180,995

 

 

 

2,960,399

 

Real estate assets, net

 

 

11,161,205

 

 

 

10,738,020

 

Investments in sales-type leases, net

 

 

16,668

 

 

 

16,291

 

Investments in real estate partnerships

 

 

367,837

 

 

 

399,044

 

Net real estate investments

 

 

11,545,710

 

 

 

11,153,355

 

Properties held for sale, net

 

 

53,572

 

 

 

—

 

Cash, cash equivalents, and restricted cash, including $ 4,907  and $ 5,601  of restricted cash at September 30, 2025 and December 31, 2024, respectively

 

 

205,595

 

 

 

61,884

 

Tenant and other receivables, net

 

 

255,543

 

 

 

255,495

 

Deferred leasing costs, less accumulated amortization of $ 136,359  and $ 131,080  at September 30, 2025 and December 31, 2024, respectively

 

 

88,838

 

 

 

79,911

 

Acquired lease intangible assets, less accumulated amortization of $ 412,407  and $ 395,209  at September 30, 2025 and December 31, 2024, respectively

 

 

254,939

 

 

 

229,983

 

Right of use assets, net

 

 

317,580

 

 

 

322,287

 

Other assets

 

 

337,202

 

 

 

289,046

 

Total assets

 

$

13,058,979

 

 

 

12,391,961

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable, net

 

$

4,885,954

 

 

 

4,343,700

 

Unsecured credit facility

 

 

30,000

 

 

 

65,000

 

Accounts payable and other liabilities

 

 

396,817

 

 

 

392,302

 

Acquired lease intangible liabilities, less accumulated amortization of $ 238,651  and $ 222,052  at September 30, 2025 and December 31, 2024, respectively

 

 

362,040

 

 

 

364,608

 

Lease liabilities

 

 

243,272

 

 

 

244,861

 

Tenants' security, escrow deposits and prepaid rent

 

 

80,840

 

 

 

81,183

 

Total liabilities

 

 

5,998,923

 

 

 

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 September 30, 2025 and December 31, 2024

 

 

225,000

 

 

 

225,000

 

Common stock $ 0.01  par value per share, 220,000,000  shares authorized; 182,232,143  and 181,361,454  shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

1,822

 

 

 

1,814

 

Treasury stock at cost, 490,228  and 479,251  shares held at September 30, 2025 and December 31, 2024, respectively

 

 

( 30,641

)

 

 

( 28,045

)

Additional paid-in-capital

 

 

8,654,914

 

 

 

8,503,227

 

Accumulated other comprehensive (loss) income

 

 

( 4,299

)

 

 

2,226

 

Distributions in excess of net income

 

 

( 2,049,762

)

 

 

( 1,980,076

)

Total shareholders' equity

 

 

6,797,034

 

 

 

6,724,146

 

Noncontrolling interests:

 

 

 

 

 

 

Exchangeable operating partnership units, aggregate redemption value of $ 279,804  and $ 81,076  at September 30, 2025 and December 31, 2024, respectively

 

 

137,745

 

 

 

40,744

 

Limited partners' interests in consolidated partnerships

 

 

125,277

 

 

 

135,417

 

Total noncontrolling interests

 

 

263,022

 

 

 

176,161

 

Total equity

 

 

7,060,056

 

 

 

6,900,307

 

Total liabilities and equity

 

$

13,058,979

 

 

 

12,391,961

 

 
The accompanying notes are an integral part of the consolidated financial statements.

1

 

REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the periods ended September 30, 2025, and 2024
(in thousands, except per share data)
(unaudited)
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Lease income

 

$

377,761

 

 

 

349,057

 

 

$

1,117,945

 

 

 

1,050,008

 

Other property income

 

 

3,089

 

 

 

4,444

 

 

 

10,609

 

 

 

11,464

 

Management, transaction, and other fees

 

 

6,720

 

 

 

6,765

 

 

 

20,776

 

 

 

19,896

 

Total revenues

 

 

387,570

 

 

 

360,266

 

 

 

1,149,330

 

 

 

1,081,368

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

102,799

 

 

 

100,955

 

 

 

299,108

 

 

 

299,508

 

Property operating expense

 

 

65,471

 

 

 

60,477

 

 

 

194,689

 

 

 

183,242

 

Real estate taxes

 

 

47,080

 

 

 

45,729

 

 

 

140,940

 

 

 

135,514

 

General and administrative

 

 

27,060

 

 

 

25,073

 

 

 

74,140

 

 

 

75,443

 

Other operating expenses

 

 

1,770

 

 

 

3,654

 

 

 

5,402

 

 

 

9,363

 

Total operating expenses

 

 

244,180

 

 

 

235,888

 

 

 

714,279

 

 

 

703,070

 

Other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

51,323

 

 

 

47,022

 

 

 

149,608

 

 

 

133,068

 

Provision for impairment of real estate

 

 

3,374

 

 

 

—

 

 

 

4,636

 

 

 

—

 

Gain on sale of real estate, net of tax

 

 

( 6,198

)

 

 

( 11,360

)

 

 

( 6,005

)

 

 

( 33,844

)

Loss on early extinguishment of debt

 

 

—

 

 

 

—

 

 

 

—

 

 

 

180

 

Net investment income

 

 

( 2,602

)

 

 

( 1,372

)

 

 

( 2,629

)

 

 

( 4,506

)

Total other expense, net

 

 

45,897

 

 

 

34,290

 

 

 

145,610

 

 

 

94,898

 

Income before equity in income of investments in real estate partnerships

 

 

97,493

 

 

 

90,088

 

 

 

289,441

 

 

 

283,400

 

Equity in income of investments in real estate partnerships

 

 

15,124

 

 

 

13,488

 

 

 

43,378

 

 

 

37,763

 

Net income

 

 

112,617

 

 

 

103,576

 

 

 

332,819

 

 

 

321,163

 

Noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Exchangeable operating partnership units

 

 

( 1,664

)

 

 

( 593

)

 

 

( 2,892

)

 

 

( 1,836

)

Limited partners' interests in consolidated partnerships

 

 

( 1,580

)

 

 

( 1,514

)

 

 

( 4,946

)

 

 

( 5,416

)

Net income attributable to noncontrolling interests

 

 

( 3,244

)

 

 

( 2,107

)

 

 

( 7,838

)

 

 

( 7,252

)

Net income attributable to the Company

 

 

109,373

 

 

 

101,469

 

 

 

324,981

 

 

 

313,911

 

Preferred stock dividends

 

 

( 3,413

)

 

 

( 3,413

)

 

 

( 10,239

)

 

 

( 10,239

)

Net income attributable to common shareholders

 

$

105,960

 

 

 

98,056

 

 

$

314,742

 

 

 

303,672

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

Per common share - basic

 

$

0.58

 

 

 

0.54

 

 

$

1.73

 

 

 

1.66

 

Per common share - diluted

 

$

0.58

 

 

 

0.54

 

 

$

1.73

 

 

 

1.66

 

 
The accompanying notes are an integral part of the consolidated financial statements.

2

 

REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the periods ended September 30, 2025, and 2024
(in thousands)
(unaudited)
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income

 

$

112,617

 

 

 

103,576

 

 

$

332,819

 

 

 

321,163

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

369

 

 

 

( 9,305

)

 

 

( 3,574

)

 

 

2,412

 

Reclassification adjustment of derivative instruments included in net income

 

 

( 1,063

)

 

 

( 2,306

)

 

 

( 3,823

)

 

 

( 7,113

)

Unrealized gain on available-for-sale debt securities

 

 

109

 

 

 

415

 

 

 

397

 

 

 

295

 

Other comprehensive loss

 

 

( 585

)

 

 

( 11,196

)

 

 

( 7,000

)

 

 

( 4,406

)

Comprehensive income

 

 

112,032

 

 

 

92,380

 

 

 

325,819

 

 

 

316,757

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

3,244

 

 

 

2,107

 

 

 

7,838

 

 

 

7,252

 

Other comprehensive loss attributable to noncontrolling interests

 

 

( 74

)

 

 

( 687

)

 

 

( 475

)

 

 

( 340

)

Comprehensive income attributable to noncontrolling interests

 

 

3,170

 

 

 

1,420

 

 

 

7,363

 

 

 

6,912

 

Comprehensive income attributable to the Company

 

$

108,862

 

 

 

90,960

 

 

$

318,456

 

 

 

309,845

 

 
The accompanying notes are an integral part of the consolidated financial statements.

3

 

REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the three months ended September 30, 2025 and 2024
(in thousands, except per share data)
(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 June 30, 2024

 

$

225,000

 

 

 

1,815

 

 

 

( 27,234

)

 

 

8,502,753

 

 

 

5,135

 

 

 

( 1,911,741

)

 

 

6,795,728

 

 

 

40,738

 

 

 

126,704

 

 

 

167,442

 

 

 

6,963,170

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

101,469

 

 

 

101,469

 

 

 

593

 

 

 

1,514

 

 

 

2,107

 

 

 

103,576

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 8,357

)

 

 

—

 

 

 

( 8,357

)

 

 

( 53

)

 

 

( 480

)

 

 

( 533

)

 

 

( 8,890

)

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 2,152

)

 

 

—

 

 

 

( 2,152

)

 

 

( 14

)

 

 

( 140

)

 

 

( 154

)

 

 

( 2,306

)

Adjustment for noncontrolling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 1,305

)

 

 

—

 

 

 

—

 

 

 

( 1,305

)

 

 

1,305

 

 

 

—

 

 

 

1,305

 

 

 

—

 

Deferred compensation plan, net

 

 

—

 

 

 

—

 

 

 

( 404

)

 

 

404

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Amortization of equity awards

 

 

—

 

 

 

—

 

 

 

—

 

 

 

6,674

 

 

 

—

 

 

 

—

 

 

 

6,674

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

6,674

 

Tax withholding on stock-based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

119

 

 

 

—

 

 

 

—

 

 

 

119

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

119

 

Common stock issued under dividend reinvestment plan

 

 

—

 

 

 

—

 

 

 

—

 

 

 

170

 

 

 

—

 

 

 

—

 

 

 

170

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

170

 

Common stock issued for partnership units exchanged

 

 

—

 

 

 

—

 

 

 

—

 

 

 

206

 

 

 

—

 

 

 

—

 

 

 

206

 

 

 

( 206

)

 

 

—

 

 

 

( 206

)

 

 

—

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

11,424

 

 

 

11,424

 

 

 

11,424

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,181

)

 

 

( 3,181

)

 

 

( 3,181

)

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock (Series A: $ 0.390625  per share/unit; Series B: $ 0.367200  per share/unit)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,413

)

 

 

( 3,413

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,413

)

Common stock/unit ($ 0.670  per share/unit)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 121,673

)

 

 

( 121,673

)

 

 

( 1,473

)

 

 

—

 

 

 

( 1,473

)

 

 

( 123,146

)

Balance at September 30, 2024

 

$

225,000

 

 

 

1,815

 

 

 

( 27,638

)

 

 

8,509,021

 

 

 

( 5,374

)

 

 

( 1,935,358

)

 

 

6,767,466

 

 

 

40,890

 

 

 

135,841

 

 

 

176,731

 

 

 

6,944,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2025

 

$

225,000

 

 

 

1,816

 

 

 

( 30,210

)

 

 

8,512,308

 

 

 

( 3,788

)

 

 

( 2,027,254

)

 

 

6,677,872

 

 

 

38,359

 

 

 

140,709

 

 

 

179,068

 

 

 

6,856,940

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

109,373

 

 

 

109,373

 

 

 

1,664

 

 

 

1,580

 

 

 

3,244

 

 

 

112,617

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

447

 

 

 

—

 

 

 

447

 

 

 

7

 

 

 

24

 

 

 

31

 

 

 

478

 

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 958

)

 

 

—

 

 

 

( 958

)

 

 

( 22

)

 

 

( 83

)

 

 

( 105

)

 

 

( 1,063

)

Adjustment for noncontrolling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

87,209

 

 

 

—

 

 

 

—

 

 

 

87,209

 

 

 

( 99,018

)

 

 

11,809

 

 

 

( 87,209

)

 

 

—

 

Deferred compensation plan, net

 

 

—

 

 

 

—

 

 

 

( 431

)

 

 

431

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Amortization of equity awards

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,433

 

 

 

—

 

 

 

—

 

 

 

5,433

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,433

 

Common stock issued under dividend reinvestment plan

 

 

—

 

 

 

—

 

 

 

—

 

 

 

177

 

 

 

—

 

 

 

—

 

 

 

177

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

177

 

Common stock issued for partnership units exchanged

 

 

—

 

 

 

—

 

 

 

—

 

 

 

200

 

 

 

—

 

 

 

—

 

 

 

200

 

 

 

( 200

)

 

 

—

 

 

 

( 200

)

 

 

—

 

Common stock issued, net of issuance costs

 

 

—

 

 

 

6

 

 

 

—

 

 

 

49,156

 

 

 

—

 

 

 

—

 

 

 

49,162

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

49,162

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

199,663

 

 

 

2,283

 

 

 

201,946

 

 

 

201,946

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 31,045

)

 

 

( 31,045

)

 

 

( 31,045

)

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock (Series A: $ 0.390625  per share/unit; Series B: $ 0.367200  per share/unit)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,413

)

 

 

( 3,413

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,413

)

Common stock/unit ($ 0.705  per share/unit)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 128,468

)

 

 

( 128,468

)

 

 

( 2,708

)

 

 

—

 

 

 

( 2,708

)

 

 

( 131,176

)

Balance at September 30, 2025

 

$

225,000

 

 

 

1,822

 

 

 

( 30,641

)

 

 

8,654,914

 

 

 

( 4,299

)

 

 

( 2,049,762

)

 

 

6,797,034

 

 

 

137,745

 

 

 

125,277

 

 

 

263,022

 

 

 

7,060,056

 

 
The accompanying notes are an integral part of the consolidated financial statements.

4

 

REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the nine months ended September 30, 2025 and 2024
(in thousands, except per share data)
(unaudited)
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

313,911

 

 

 

313,911

 

 

 

1,836

 

 

 

5,416

 

 

 

7,252

 

 

 

321,163

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,585

 

 

 

—

 

 

 

2,585

 

 

 

13

 

 

 

109

 

 

 

122

 

 

 

2,707

 

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 6,651

)

 

 

—

 

 

 

( 6,651

)

 

 

( 41

)

 

 

( 421

)

 

 

( 462

)

 

 

( 7,113

)

Adjustment for noncontrolling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 9,999

)

 

 

—

 

 

 

—

 

 

 

( 9,999

)

 

 

1,305

 

 

 

8,694

 

 

 

9,999

 

 

 

—

 

Deferred compensation plan, net

 

 

—

 

 

 

—

 

 

 

( 2,150

)

 

 

2,150

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Amortization of equity awards

 

 

—

 

 

 

2

 

 

 

—

 

 

 

19,809

 

 

 

—

 

 

 

—

 

 

 

19,811

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

19,811

 

Tax withholding on stock-based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 8,375

)

 

 

—

 

 

 

—

 

 

 

( 8,375

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 8,375

)

Common stock repurchased and retired

 

 

—

 

 

 

( 33

)

 

 

—

 

 

 

( 200,033

)

 

 

—

 

 

 

—

 

 

 

( 200,066

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 200,066

)

Common stock issued under dividend reinvestment plan

 

 

—

 

 

 

—

 

 

 

—

 

 

 

494

 

 

 

—

 

 

 

—

 

 

 

494

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

494

 

Common stock issued for exchangeable units exchanged

 

 

—

 

 

 

—

 

 

 

—

 

 

 

735

 

 

 

—

 

 

 

—

 

 

 

735

 

 

 

( 735

)

 

 

—

 

 

 

( 735

)

 

 

—

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

14,425

 

 

 

14,425

 

 

 

14,425

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 9,435

)

 

 

( 9,435

)

 

 

( 9,435

)

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock stock/unit (Series A: $ 1.171875  per share/unit; Series B: $ 1.101600  per share/unit)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 10,239

)

 

 

( 10,239

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 10,239

)

Common stock/unit ($ 2.010  per share/unit)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 367,427

)

 

 

( 367,427

)

 

 

( 3,683

)

 

 

—

 

 

 

( 3,683

)

 

 

( 371,110

)

Balance at September 30, 2024

 

$

225,000

 

 

 

1,815

 

 

 

( 27,638

)

 

 

8,509,021

 

 

 

( 5,374

)

 

 

( 1,935,358

)

 

 

6,767,466

 

 

 

40,890

 

 

 

135,841

 

 

 

176,731

 

 

 

6,944,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

324,981

 

 

 

324,981

 

 

 

2,892

 

 

 

4,946

 

 

 

7,838

 

 

 

332,819

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassification

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 2,988

)

 

 

—

 

 

 

( 2,988

)

 

 

( 20

)

 

 

( 169

)

 

 

( 189

)

 

 

( 3,177

)

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,537

)

 

 

—

 

 

 

( 3,537

)

 

 

( 36

)

 

 

( 250

)

 

 

( 286

)

 

 

( 3,823

)

Adjustment for noncontrolling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

89,419

 

 

 

—

 

 

 

—

 

 

 

89,419

 

 

 

( 101,228

)

 

 

11,809

 

 

 

( 89,419

)

 

 

—

 

Deferred compensation plan, net

 

 

—

 

 

 

—

 

 

 

( 2,596

)

 

 

2,596

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Amortization of equity awards

 

 

—

 

 

 

2

 

 

 

—

 

 

 

16,549

 

 

 

—

 

 

 

—

 

 

 

16,551

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

16,551

 

Tax withholding on stock-based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 6,783

)

 

 

—

 

 

 

—

 

 

 

( 6,783

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 6,783

)

Repurchase of exchangeable operating partnership units

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 2,046

)

 

 

—

 

 

 

( 2,046

)

 

 

( 2,046

)

Common stock issued under dividend reinvestment plan

 

 

—

 

 

 

—

 

 

 

—

 

 

 

550

 

 

 

—

 

 

 

—

 

 

 

550

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

550

 

Common stock issued for partnership units exchanged

 

 

—

 

 

 

—

 

 

 

—

 

 

 

200

 

 

 

—

 

 

 

—

 

 

 

200

 

 

 

( 200

)

 

 

—

 

 

 

( 200

)

 

 

—

 

Common stock issued, net of issuance costs

 

 

—

 

 

 

6

 

 

 

—

 

 

 

49,156

 

 

 

—

 

 

 

—

 

 

 

49,162

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

49,162

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

201,873

 

 

 

10,699

 

 

 

212,572

 

 

 

212,572

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 37,175

)

 

 

( 37,175

)

 

 

( 37,175

)

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock stock/unit (Series A: $ 1.171875  per share/unit; Series B: $ 1.101600  per share/unit)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 10,239

)

 

 

( 10,239

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 10,239

)

Common stock/unit ($ 2.115  per share/unit)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 384,428

)

 

 

( 384,428

)

 

 

( 4,234

)

 

 

—

 

 

 

( 4,234

)

 

 

( 388,662

)

Balance at September 30, 2025

 

$

225,000

 

 

 

1,822

 

 

 

( 30,641

)

 

 

8,654,914

 

 

 

( 4,299

)

 

 

( 2,049,762

)

 

 

6,797,034

 

 

 

137,745

 

 

 

125,277

 

 

 

263,022

 

 

 

7,060,056

 

 
The accompanying notes are an integral part of the consolidated financial statements.

5

 

REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the periods ended September 30, 2025, and 2024
(in thousands)
(unaudited)
 

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

332,819

 

 

 

321,163

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

299,108

 

 

 

299,508

 

Amortization of deferred financing costs and debt premiums

 

 

10,962

 

 

 

9,754

 

Amortization of above and below market lease intangibles, net

 

 

( 16,662

)

 

 

( 17,383

)

Stock-based compensation, net of capitalization

 

 

14,817

 

 

 

18,829

 

Equity in income of investments in real estate partnerships

 

 

( 43,378

)

 

 

( 37,763

)

Gain on sale of real estate, net of tax

 

 

( 6,005

)

 

 

( 33,844

)

Provision for impairment of real estate, net of tax

 

 

4,636

 

 

 

—

 

Loss on early extinguishment of debt

 

 

—

 

 

 

180

 

Distribution of earnings from investments in real estate partnerships

 

 

47,699

 

 

 

49,987

 

Deferred compensation expense

 

 

1,960

 

 

 

3,615

 

Realized and unrealized gain on investments

 

 

( 2,681

)

 

 

( 4,439

)

Changes in assets and liabilities:

 

 

 

 

 

 

Tenant and other receivables

 

 

( 2,196

)

 

 

( 8,736

)

Deferred leasing costs

 

 

( 13,776

)

 

 

( 7,643

)

Other assets

 

 

( 13,242

)

 

 

( 10,738

)

Accounts payable and other liabilities

 

 

11,983

 

 

 

13,881

 

Tenants' security, escrow deposits and prepaid rent

 

 

( 2,300

)

 

 

2,442

 

Net cash provided by operating activities

 

 

623,744

 

 

 

598,813

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $ 4,273  and $ 14,143  in 2025 and 2024, respectively

 

 

( 103,502

)

 

 

( 45,205

)

Real estate development and capital improvements

 

 

( 307,282

)

 

 

( 235,284

)

Proceeds from sale of real estate

 

 

51,084

 

 

 

103,626

 

Proceeds from property insurance casualty claims

 

 

—

 

 

 

5,257

 

Issuance of notes receivable

 

 

( 176

)

 

 

( 32,651

)

Collection of notes receivable

 

 

479

 

 

 

3,052

 

Investments in real estate partnerships

 

 

( 12,399

)

 

 

( 25,771

)

Return of capital from investments in real estate partnerships

 

 

12,162

 

 

 

12,859

 

Dividends on investment securities

 

 

1,232

 

 

 

296

 

Purchase of investment securities

 

 

( 99,770

)

 

 

( 99,035

)

Proceeds from sale of investment securities

 

 

53,461

 

 

 

103,785

 

Net cash used in investing activities

 

 

( 404,711

)

 

 

( 209,071

)

 

6

 

 
 
 

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

Cash flows from financing activities:

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

49,162

 

 

 

—

 

Tax withholding on stock-based compensation

 

 

( 6,783

)

 

 

( 8,776

)

Common shares repurchased through share repurchase program

 

 

—

 

 

 

( 200,066

)

Redemption of exchangeable operating partnership units

 

 

( 2,046

)

 

 

—

 

Proceeds from sale of treasury stock

 

 

462

 

 

 

210

 

Contributions from noncontrolling interests

 

 

10,699

 

 

 

6,533

 

Distributions to and redemptions of noncontrolling interests

 

 

( 37,175

)

 

 

( 9,435

)

Distributions to exchangeable operating partnership unit holders

 

 

( 2,299

)

 

 

( 2,215

)

Dividends paid to common shareholders

 

 

( 383,267

)

 

 

( 368,999

)

Dividends paid to preferred shareholders

 

 

( 10,239

)

 

 

( 10,239

)

Repayment of fixed rate unsecured notes

 

 

—

 

 

 

( 250,000

)

Proceeds from issuance of fixed rate unsecured notes, net of debt discount

 

 

397,116

 

 

 

722,860

 

Proceeds from unsecured credit facilities

 

 

510,000

 

 

 

527,419

 

Repayment of unsecured credit facilities

 

 

( 545,000

)

 

 

( 649,419

)

Proceeds from notes payable

 

 

10,000

 

 

 

12,000

 

Repayment of notes payable

 

 

( 54,130

)

 

 

( 110,862

)

Scheduled principal payments

 

 

( 7,983

)

 

 

( 8,716

)

Payment of financing costs

 

 

( 3,839

)

 

 

( 16,560

)

Net cash used in financing activities

 

 

( 75,322

)

 

 

( 366,265

)

Net increase in cash and cash equivalents and restricted cash

 

 

143,711

 

 

 

23,477

 

Cash and cash equivalents and restricted cash at beginning of the period

 

 

61,884

 

 

 

91,354

 

Cash and cash equivalents and restricted cash at end of the period

 

$

205,595

 

 

 

114,831

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $ 7,302  and $ 4,812  in 2025 and 2024, respectively)

 

$

154,783

 

 

 

137,367

 

Cash paid for income taxes, net of refunds

 

$

1,125

 

 

 

7,114

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid

 

$

133,451

 

 

 

126,085

 

Right of use assets obtained in exchange for new operating lease liabilities

 

$

—

 

 

 

1,271

 

Sale of leased asset in exchange for net investment in sales-type lease

 

$

—

 

 

 

2,846

 

Acquisition of operating real estate:

 

 

 

 

 

 

Acquired lease intangible assets

 

$

55,081

 

 

 

—

 

Notes payable assumed in acquisition, at fair value

 

$

166,480

 

 

 

—

 

Intangible liabilities, Accounts payable and other liabilities

 

$

23,198

 

 

 

—

 

Acquisition of previously unconsolidated real estate investments:

 

 

 

 

 

 

Acquired lease intangible assets

 

$

10,356

 

 

 

—

 

Notes payable assumed in acquisition, at fair value

 

$

28,527

 

 

 

—

 

Intangible liabilities, Accounts payable and other liabilities

 

$

6,216

 

 

 

—

 

Acquisition of real estate assets

 

$

24,747

 

 

 

—

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

199,662

 

 

 

—

 

Change in accrued capital expenditures

 

$

16,032

 

 

 

8,837

 

Stock-based compensation capitalized

 

$

1,733

 

 

 

1,383

 

Contributions to investments in real estate partnerships

 

$

783

 

 

 

18,242

 

Contributions from limited partners in consolidated partnerships

 

$

2,211

 

 

 

7,891

 

 
The accompanying notes are an integral part of the consolidated financial statements.
 

7

 

REGENCY CENTERS, L.P.
Consolidated Balance Sheets
September 30, 2025 and December 31, 2024
(in thousands, except unit data)
 

 

 

2025

 

 

2024

 

Assets

 

(unaudited)

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost

 

$

14,342,200

 

 

 

13,698,419

 

Less: accumulated depreciation

 

 

3,180,995

 

 

 

2,960,399

 

Real estate assets, net

 

 

11,161,205

 

 

 

10,738,020

 

Investments in sales-type leases, net

 

 

16,668

 

 

 

16,291

 

Investments in real estate partnerships

 

 

367,837

 

 

 

399,044

 

Net real estate investments

 

 

11,545,710

 

 

 

11,153,355

 

Properties held for sale, net

 

 

53,572

 

 

 

—

 

Cash, cash equivalents, and restricted cash, including $ 4,907  and $ 5,601  of restricted cash at September 30, 2025 and December 31, 2024, respectively

 

 

205,595

 

 

 

61,884

 

Tenant and other receivables, net

 

 

255,543

 

 

 

255,495

 

Deferred leasing costs, less accumulated amortization of $ 136,359  and $ 131,080  at September 30, 2025 and December 31, 2024, respectively

 

 

88,838

 

 

 

79,911

 

Acquired lease intangible assets, less accumulated amortization of $ 412,407  and $ 395,209  at September 30, 2025 and December 31, 2024, respectively

 

 

254,939

 

 

 

229,983

 

Right of use assets, net

 

 

317,580

 

 

 

322,287

 

Other assets

 

 

337,202

 

 

 

289,046

 

Total assets

 

$

13,058,979

 

 

 

12,391,961

 

Liabilities and Capital

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable, net

 

$

4,885,954

 

 

 

4,343,700

 

Unsecured credit facility

 

 

30,000

 

 

 

65,000

 

Accounts payable and other liabilities

 

 

396,817

 

 

 

392,302

 

Acquired lease intangible liabilities, less accumulated amortization of $ 238,651  and $ 222,052  at September 30, 2025 and December 31, 2024, respectively

 

 

362,040

 

 

 

364,608

 

Lease liabilities

 

 

243,272

 

 

 

244,861

 

Tenants' security, escrow deposits and prepaid rent

 

 

80,840

 

 

 

81,183

 

Total liabilities

 

 

5,998,923

 

 

 

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 September 30, 2025 and December 31, 2024

 

 

225,000

 

 

 

225,000

 

General partner's common units, 182,232,143  and 181,361,454  units issued and outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

6,576,333

 

 

 

6,496,920

 

Limited partners' common units, 3,838,188  and 1,096,659  units issued and outstanding at September 30, 2025 and December 31, 2024 respectively

 

 

137,745

 

 

 

40,744

 

Accumulated other comprehensive (loss) income

 

 

( 4,299

)

 

 

2,226

 

Total partners' capital

 

 

6,934,779

 

 

 

6,764,890

 

Noncontrolling interest: Limited partners' interests in consolidated partnerships

 

 

125,277

 

 

 

135,417

 

Total capital

 

 

7,060,056

 

 

 

6,900,307

 

Total liabilities and capital

 

$

13,058,979

 

 

 

12,391,961

 

 
The accompanying notes are an integral part of the consolidated financial statements.

8

 

REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the periods ended September 30, 2025, and 2024
(in thousands, except per unit data)
(unaudited)
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Lease income

 

$

377,761

 

 

 

349,057

 

 

$

1,117,945

 

 

 

1,050,008

 

Other property income

 

 

3,089

 

 

 

4,444

 

 

 

10,609

 

 

 

11,464

 

Management, transaction, and other fees

 

 

6,720

 

 

 

6,765

 

 

 

20,776

 

 

 

19,896

 

Total revenues

 

 

387,570

 

 

 

360,266

 

 

 

1,149,330

 

 

 

1,081,368

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

102,799

 

 

 

100,955

 

 

 

299,108

 

 

 

299,508

 

Property operating expense

 

 

65,471

 

 

 

60,477

 

 

 

194,689

 

 

 

183,242

 

Real estate taxes

 

 

47,080

 

 

 

45,729

 

 

 

140,940

 

 

 

135,514

 

General and administrative

 

 

27,060

 

 

 

25,073

 

 

 

74,140

 

 

 

75,443

 

Other operating expenses

 

 

1,770

 

 

 

3,654

 

 

 

5,402

 

 

 

9,363

 

Total operating expenses

 

 

244,180

 

 

 

235,888

 

 

 

714,279

 

 

 

703,070

 

Other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net

 

 

51,323

 

 

 

47,022

 

 

 

149,608

 

 

 

133,068

 

Provision for impairment of real estate

 

 

3,374

 

 

 

—

 

 

 

4,636

 

 

 

—

 

Gain on sale of real estate, net of tax

 

 

( 6,198

)

 

 

( 11,360

)

 

 

( 6,005

)

 

 

( 33,844

)

Loss on early extinguishment of debt

 

 

—

 

 

 

—

 

 

 

—

 

 

 

180

 

Net investment income

 

 

( 2,602

)

 

 

( 1,372

)

 

 

( 2,629

)

 

 

( 4,506

)

Total other expense, net

 

 

45,897

 

 

 

34,290

 

 

 

145,610

 

 

 

94,898

 

Income before equity in income of investments in real estate partnerships

 

 

97,493

 

 

 

90,088

 

 

 

289,441

 

 

 

283,400

 

Equity in income of investments in real estate partnerships

 

 

15,124

 

 

 

13,488

 

 

 

43,378

 

 

 

37,763

 

Net income

 

 

112,617

 

 

 

103,576

 

 

 

332,819

 

 

 

321,163

 

Limited partners' interests in consolidated partnerships

 

 

( 1,580

)

 

 

( 1,514

)

 

 

( 4,946

)

 

 

( 5,416

)

Net income attributable to the Partnership

 

 

111,037

 

 

 

102,062

 

 

 

327,873

 

 

 

315,747

 

Preferred unit distributions

 

 

( 3,413

)

 

 

( 3,413

)

 

 

( 10,239

)

 

 

( 10,239

)

Net income attributable to common unit holders

 

$

107,624

 

 

 

98,649

 

 

$

317,634

 

 

 

305,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common unit holders:

 

 

 

 

 

 

 

 

 

 

 

 

Per common unit - basic

 

$

0.58

 

 

 

0.54

 

 

$

1.73

 

 

 

1.66

 

Per common unit - diluted

 

$

0.58

 

 

 

0.54

 

 

$

1.73

 

 

 

1.66

 

 
The accompanying notes are an integral part of the consolidated financial statements.

9

 

REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the periods ended September 30, 2025, and 2024
(in thousands)
(unaudited)
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income

 

$

112,617

 

 

 

103,576

 

 

$

332,819

 

 

 

321,163

 

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

369

 

 

 

( 9,305

)

 

 

( 3,574

)

 

 

2,412

 

Reclassification adjustment of derivative instruments included in net income

 

 

( 1,063

)

 

 

( 2,306

)

 

 

( 3,823

)

 

 

( 7,113

)

Unrealized gain on available-for-sale debt securities

 

 

109

 

 

 

415

 

 

 

397

 

 

 

295

 

Other comprehensive loss

 

 

( 585

)

 

 

( 11,196

)

 

 

( 7,000

)

 

 

( 4,406

)

Comprehensive income

 

 

112,032

 

 

 

92,380

 

 

 

325,819

 

 

 

316,757

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

1,580

 

 

 

1,514

 

 

 

4,946

 

 

 

5,416

 

Other comprehensive loss attributable to noncontrolling interests

 

 

( 59

)

 

 

( 620

)

 

 

( 419

)

 

 

( 312

)

Comprehensive income attributable to noncontrolling interests

 

 

1,521

 

 

 

894

 

 

 

4,527

 

 

 

5,104

 

Comprehensive income attributable to the Partnership

 

$

110,511

 

 

 

91,486

 

 

$

321,292

 

 

 

311,653

 

 
The accompanying notes are an integral part of the consolidated financial statements.

10

 

REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the three months ended September 30, 2025 and 2024
(in thousands)
(unaudited)
 

 

 

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 June 30, 2024

 

$

6,790,593

 

 

 

40,738

 

 

 

5,135

 

 

 

6,836,466

 

 

 

126,704

 

 

 

6,963,170

 

Net income

 

 

101,469

 

 

 

593

 

 

 

—

 

 

 

102,062

 

 

 

1,514

 

 

 

103,576

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassification

 

 

—

 

 

 

( 53

)

 

 

( 8,357

)

 

 

( 8,410

)

 

 

( 480

)

 

 

( 8,890

)

Amounts reclassified from accumulated other comprehensive loss

 

 

—

 

 

 

( 14

)

 

 

( 2,152

)

 

 

( 2,166

)

 

 

( 140

)

 

 

( 2,306

)

Adjustment for noncontrolling interests in the Operating Partnership

 

 

( 1,305

)

 

 

1,305

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

11,424

 

 

 

11,424

 

Distributions to partners

 

 

( 121,673

)

 

 

( 1,473

)

 

 

—

 

 

 

( 123,146

)

 

 

( 3,181

)

 

 

( 126,327

)

Preferred unit distributions

 

 

( 3,413

)

 

 

—

 

 

 

—

 

 

 

( 3,413

)

 

 

—

 

 

 

( 3,413

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

6,674

 

 

 

—

 

 

 

—

 

 

 

6,674

 

 

 

—

 

 

 

6,674

 

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

289

 

 

 

—

 

 

 

—

 

 

 

289

 

 

 

—

 

 

 

289

 

Exchangeable operating partnership units exchanged for common stock of Parent Company

 

 

206

 

 

 

( 206

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance at September 30, 2024

 

$

6,772,840

 

 

 

40,890

 

 

 

( 5,374

)

 

 

6,808,356

 

 

 

135,841

 

 

 

6,944,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at June 30, 2025

 

$

6,681,660

 

 

 

38,359

 

 

 

( 3,788

)

 

 

6,716,231

 

 

 

140,709

 

 

 

6,856,940

 

Net income

 

 

109,373

 

 

 

1,664

 

 

 

—

 

 

 

111,037

 

 

 

1,580

 

 

 

112,617

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

—

 

 

 

7

 

 

 

447

 

 

 

454

 

 

 

24

 

 

 

478

 

Amounts reclassified from accumulated other comprehensive loss

 

 

—

 

 

 

( 22

)

 

 

( 958

)

 

 

( 980

)

 

 

( 83

)

 

 

( 1,063

)

Adjustment for noncontrolling interests in the Operating Partnership

 

 

87,209

 

 

 

( 99,018

)

 

 

—

 

 

 

( 11,809

)

 

 

11,809

 

 

 

—

 

Contributions from partners

 

 

—

 

 

 

199,663

 

 

 

—

 

 

 

199,663

 

 

 

2,283

 

 

 

201,946

 

Distributions to partners

 

 

( 128,468

)

 

 

( 2,708

)

 

 

—

 

 

 

( 131,176

)

 

 

( 31,045

)

 

 

( 162,221

)

Preferred unit distributions

 

 

( 3,413

)

 

 

—

 

 

 

—

 

 

 

( 3,413

)

 

 

—

 

 

 

( 3,413

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

5,433

 

 

 

—

 

 

 

—

 

 

 

5,433

 

 

 

—

 

 

 

5,433

 

Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company

 

 

49,162

 

 

 

—

 

 

 

—

 

 

 

49,162

 

 

 

—

 

 

 

49,162

 

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

177

 

 

 

—

 

 

 

—

 

 

 

177

 

 

 

—

 

 

 

177

 

Exchangeable operating partnership units exchanged for common stock of Parent Company

 

 

200

 

 

 

( 200

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance at September 30, 2025

 

$

6,801,333

 

 

 

137,745

 

 

 

( 4,299

)

 

 

6,934,779

 

 

 

125,277

 

 

 

7,060,056

 

 
The accompanying notes are an integral part of the consolidated financial statements.

11

 

REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the nine months ended September 30, 2025 and 2024
(in thousands)
(unaudited)
 

 

 

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, 2023

 

$

7,033,995

 

 

 

42,195

 

 

 

( 1,308

)

 

 

7,074,882

 

 

 

117,053

 

 

 

7,191,935

 

Net income

 

 

313,911

 

 

 

1,836

 

 

 

—

 

 

 

315,747

 

 

 

5,416

 

 

 

321,163

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

—

 

 

 

13

 

 

 

2,585

 

 

 

2,598

 

 

 

109

 

 

 

2,707

 

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

( 41

)

 

 

( 6,651

)

 

 

( 6,692

)

 

 

( 421

)

 

 

( 7,113

)

Adjustment for noncontrolling interests in the Operating Partnership

 

 

( 9,999

)

 

 

1,305

 

 

 

—

 

 

 

( 8,694

)

 

 

8,694

 

 

 

—

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

14,425

 

 

 

14,425

 

Distributions to partners

 

 

( 367,427

)

 

 

( 3,683

)

 

 

—

 

 

 

( 371,110

)

 

 

( 9,435

)

 

 

( 380,545

)

Preferred unit distributions

 

 

( 10,239

)

 

 

—

 

 

 

—

 

 

 

( 10,239

)

 

 

—

 

 

 

( 10,239

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

19,811

 

 

 

—

 

 

 

—

 

 

 

19,811

 

 

 

—

 

 

 

19,811

 

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

 

 

( 7,881

)

 

 

—

 

 

 

—

 

 

 

( 7,881

)

 

 

—

 

 

 

( 7,881

)

Exchangeable operating partnership units exchanged for common stock of Parent Company

 

 

735

 

 

 

( 735

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance at September 30, 2024

 

$

6,772,840

 

 

 

40,890

 

 

 

( 5,374

)

 

 

6,808,356

 

 

 

135,841

 

 

 

6,944,197

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2024

 

$

6,721,920

 

 

 

40,744

 

 

 

2,226

 

 

 

6,764,890

 

 

 

135,417

 

 

 

6,900,307

 

Net income

 

 

324,981

 

 

 

2,892

 

 

 

—

 

 

 

327,873

 

 

 

4,946

 

 

 

332,819

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassification

 

 

—

 

 

 

( 20

)

 

 

( 2,988

)

 

 

( 3,008

)

 

 

( 169

)

 

 

( 3,177

)

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

( 36

)

 

 

( 3,537

)

 

 

( 3,573

)

 

 

( 250

)

 

 

( 3,823

)

Adjustment for noncontrolling interests in the Operating Partnership

 

 

89,419

 

 

 

( 101,228

)

 

 

—

 

 

 

( 11,809

)

 

 

11,809

 

 

 

—

 

Contributions from partners

 

 

—

 

 

 

201,873

 

 

 

—

 

 

 

201,873

 

 

 

10,699

 

 

 

212,572

 

Distributions to partners

 

 

( 384,428

)

 

 

( 4,234

)

 

 

—

 

 

 

( 388,662

)

 

 

( 37,175

)

 

 

( 425,837

)

Preferred unit distributions

 

 

( 10,239

)

 

 

—

 

 

 

—

 

 

 

( 10,239

)

 

 

—

 

 

 

( 10,239

)

Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization

 

 

16,551

 

 

 

—

 

 

 

—

 

 

 

16,551

 

 

 

—

 

 

 

16,551

 

Repurchase of exchangeable operating partnership units

 

 

—

 

 

 

( 2,046

)

 

 

—

 

 

 

( 2,046

)

 

 

—

 

 

 

( 2,046

)

Common units issued as a result of common stock issued by Parent Company, net of issuance costs

 

 

49,162

 

 

 

—

 

 

 

—

 

 

 

49,162

 

 

 

—

 

 

 

49,162

 

Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances

 

 

( 6,233

)

 

 

—

 

 

 

—

 

 

 

( 6,233

)

 

 

—

 

 

 

( 6,233

)

Exchangeable operating partnership units exchanged for common stock of Parent Company

 

 

200

 

 

 

( 200

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance at September 30, 2025

 

$

6,801,333

 

 

 

137,745

 

 

 

( 4,299

)

 

 

6,934,779

 

 

 

125,277

 

 

 

7,060,056

 

 
The accompanying notes are an integral part of the consolidated financial statements.

12

 

REGENCY CENTERS, L.P.
Consolidated Statem ents of Cash Flows
For the periods ended September 30, 2025, and 2024
(in thousands)
(unaudited)
 

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

332,819

 

 

 

321,163

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

299,108

 

 

 

299,508

 

Amortization of deferred financing costs and debt premiums

 

 

10,962

 

 

 

9,754

 

Amortization of above and below market lease intangibles, net

 

 

( 16,662

)

 

 

( 17,383

)

Stock-based compensation, net of capitalization

 

 

14,817

 

 

 

18,829

 

Equity in income of investments in real estate partnerships

 

 

( 43,378

)

 

 

( 37,763

)

Gain on sale of real estate, net of tax

 

 

( 6,005

)

 

 

( 33,844

)

Provision for impairment of real estate, net of tax

 

 

4,636

 

 

 

—

 

Loss on early extinguishment of debt

 

 

—

 

 

 

180

 

Distribution of earnings from investments in real estate partnerships

 

 

47,699

 

 

 

49,987

 

Deferred compensation expense

 

 

1,960

 

 

 

3,615

 

Realized and unrealized gain on investments

 

 

( 2,681

)

 

 

( 4,439

)

Changes in assets and liabilities:

 

 

 

 

 

 

Tenant and other receivables

 

 

( 2,196

)

 

 

( 8,736

)

Deferred leasing costs

 

 

( 13,776

)

 

 

( 7,643

)

Other assets

 

 

( 13,242

)

 

 

( 10,738

)

Accounts payable and other liabilities

 

 

11,983

 

 

 

13,881

 

Tenants' security, escrow deposits and prepaid rent

 

 

( 2,300

)

 

 

2,442

 

Net cash provided by operating activities

 

 

623,744

 

 

 

598,813

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $ 4,273  and $ 14,143  in 2025 and 2024, respectively

 

 

( 103,502

)

 

 

( 45,205

)

Real estate development and capital improvements

 

 

( 307,282

)

 

 

( 235,284

)

Proceeds from sale of real estate

 

 

51,084

 

 

 

103,626

 

Proceeds from property insurance casualty claims

 

 

—

 

 

 

5,257

 

Issuance of notes receivable

 

 

( 176

)

 

 

( 32,651

)

Collection of notes receivable

 

 

479

 

 

 

3,052

 

Investments in real estate partnerships

 

 

( 12,399

)

 

 

( 25,771

)

Return of capital from investments in real estate partnerships

 

 

12,162

 

 

 

12,859

 

Dividends on investment securities

 

 

1,232

 

 

 

296

 

Acquisition of investment securities

 

 

( 99,770

)

 

 

( 99,035

)

Proceeds from sale of investment securities

 

 

53,461

 

 

 

103,785

 

Net cash used in investing activities

 

 

( 404,711

)

 

 

( 209,071

)

 

13

 

 
 
 
 

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

Cash flows from financing activities:

 

 

 

 

 

 

Net proceeds from common stock issuance

 

 

49,162

 

 

 

—

 

Tax withholding on stock-based compensation

 

 

( 6,783

)

 

 

( 8,776

)

Common units repurchased through share repurchase program

 

 

—

 

 

 

( 200,066

)

Redemption of exchangeable operating partnership units

 

 

( 2,046

)

 

 

—

 

Proceeds from sale of treasury stock

 

 

462

 

 

 

210

 

Contributions from noncontrolling interests

 

 

10,699

 

 

 

6,533

 

Distributions to and redemptions of noncontrolling interests

 

 

( 37,175

)

 

 

( 9,435

)

Distributions to partners

 

 

( 385,566

)

 

 

( 371,214

)

Dividends paid to preferred unit holders

 

 

( 10,239

)

 

 

( 10,239

)

Repayment of fixed rate unsecured notes

 

 

—

 

 

 

( 250,000

)

Proceeds from issuance of fixed rate unsecured notes, net of debt discount

 

 

397,116

 

 

 

722,860

 

Proceeds from unsecured credit facilities

 

 

510,000

 

 

 

527,419

 

Repayment of unsecured credit facilities

 

 

( 545,000

)

 

 

( 649,419

)

Proceeds from notes payable

 

 

10,000

 

 

 

12,000

 

Repayment of notes payable

 

 

( 54,130

)

 

 

( 110,862

)

Scheduled principal payments

 

 

( 7,983

)

 

 

( 8,716

)

Payment of financing costs

 

 

( 3,839

)

 

 

( 16,560

)

Net cash used in financing activities

 

 

( 75,322

)

 

 

( 366,265

)

Net increase in cash and cash equivalents and restricted cash

 

 

143,711

 

 

 

23,477

 

Cash and cash equivalents and restricted cash at beginning of the period

 

 

61,884

 

 

 

91,354

 

Cash and cash equivalents and restricted cash at end of the period

 

$

205,595

 

 

 

114,831

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $ 7,302  and $ 4,812  in 2025 and 2024, respectively)

 

$

154,783

 

 

 

137,367

 

Cash paid for income taxes, net of refunds

 

$

1,125

 

 

 

7,114

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid

 

$

133,451

 

 

 

126,085

 

Right of use assets obtained in exchange for new operating lease liabilities

 

$

—

 

 

 

1,271

 

Sale of leased asset in exchange for net investment in sales-type lease

 

$

—

 

 

 

2,846

 

Acquisition of operating real estate:

 

 

 

 

 

 

Acquired lease intangible assets

 

$

55,081

 

 

 

—

 

Notes payable assumed in acquisition, at fair value

 

$

166,480

 

 

 

—

 

Intangible liabilities, Accounts payable and other liabilities

 

$

23,198

 

 

 

—

 

Acquisition of previously unconsolidated real estate investments:

 

 

 

 

 

 

Acquired lease intangible assets

 

$

10,356

 

 

 

—

 

Notes payable assumed in acquisition, at fair value

 

$

28,527

 

 

 

—

 

Intangible liabilities, Accounts payable and other liabilities

 

$

6,216

 

 

 

—

 

Acquisition of real estate assets

 

$

24,747

 

 

 

—

 

Exchangeable operating partnership units issued for acquisition of real estate

 

$

199,662

 

 

 

—

 

Change in accrued capital expenditures

 

$

16,032

 

 

 

8,837

 

Stock-based compensation capitalized

 

$

1,733

 

 

 

1,383

 

Contributions to investments in real estate partnerships

 

$

783

 

 

 

18,242

 

Contributions from limited partners in consolidated partnerships

 

$

2,211

 

 

 

7,891

 

 
The accompanying notes are an integral part of the consolidated financial statements.
 

14

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

 

1.

O rganization and Significant Accounting Policies

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 co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.
As of September 30, 2025, th e Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 384 properties and held partial interests in an additional 101 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Basis of Presentation
The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the “Annual Report on Form 10-K”), as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.

Estimates, Risks and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles ("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 uncertainties, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These issues include, but are not limited to, the potential for impacts from tariffs, tax and other regulatory changes and potential trade disputes, retaliatory actions by other countries, inflation, the cost and availability of labor, including labor shortages related to deportations or threat of deportations, increasing energy prices and interest rates, supply chain disruptions, and access to and cost of capital. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, the Middle East conflicts and wars, 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, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K, as supplemented by the discussion in Item 1A of Part II of this Quarterly Report on Form 10-Q, for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.

15

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

Investment Risk Concentrations
As of September 30, 2025, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR") . As of September 30, 2025, the Company had three geographic concentrations that individually accounted for at least 10% of its aggregate ABR. Real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 24.7 % , 20.1 % and 12.7 % of ABR respectively. This geographic concentration makes those portions of the portfolio more susceptible to adverse weather, natural disasters or economic events that may specifically and disproportionately impact these areas. None of the Regency's shopping centers are located outside the United States.

Consolidation
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.
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 September 30, 2025, the Parent Company owned approximately 97.9 % of the outstanding Common Units, with the remaining limited partners' Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.

Real Estate Partnerships
As of September 30, 2025, the Company held partial ownership interests in 118 properties through various real estate partnerships, of which 17 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 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.
Some of these entities have been determined to be variable interest entities ("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.
For those VIE partnerships in which the Company is deemed to be the primary beneficiary in accordance with GAAP, the Company consolidates the entity in its financial statements and the Limited Partners’ ownership interests in such entities are reported as noncontrolling interests.
 

16

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

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)

 

September 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Real estate assets, net

 

$

308,343

 

 

 

312,873

 

Cash, cash equivalents and restricted cash

 

 

24,040

 

 

 

16,687

 

Tenant and other receivables, net

 

 

5,257

 

 

 

5,833

 

Deferred costs, net

 

 

5,331

 

 

 

3,178

 

Acquired lease intangible assets, net

 

 

4,599

 

 

 

6,293

 

Right of use assets, net

 

 

17,778

 

 

 

18,148

 

Other assets

 

 

1,068

 

 

 

597

 

Total Assets

 

$

366,416

 

 

 

363,609

 

Liabilities

 

 

 

 

 

 

Notes payable

 

$

23,849

 

 

 

32,653

 

Accounts payable and other liabilities

 

 

10,397

 

 

 

16,149

 

Acquired lease intangible liabilities, net

 

 

10,208

 

 

 

10,627

 

Tenants' security, escrow deposits and prepaid rent

 

 

942

 

 

 

1,260

 

Lease liabilities

 

 

19,510

 

 

 

19,370

 

Total Liabilities

 

$

64,906

 

 

 

80,059

 

For partnerships in which the Company is not the primary beneficiary and does not hold a controlling financial interest but is able to exercise significant influence, the Company accounts for its investments using the equity method of accounting.

Revenues, and Tenant and other Receivables
Income within Management, transaction, and other fees is primarily derived from contracts with the Company's investments in real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:
 

 

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

Timing of satisfaction of performance obligations

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Management, transaction, and other fees:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property management services

 

Over time

 

$

3,935

 

 

 

3,909

 

 

$

12,196

 

 

 

11,765

 

Asset management services

 

Over time

 

 

1,777

 

 

 

1,693

 

 

 

5,240

 

 

 

4,915

 

Leasing services

 

Point in time

 

 

902

 

 

 

946

 

 

 

2,777

 

 

 

2,537

 

Other transaction fees

 

Point in time

 

 

106

 

 

 

217

 

 

 

563

 

 

 

679

 

Total management, transaction, and other fees

 

 

 

$

6,720

 

 

 

6,765

 

 

$

20,776

 

 

 

19,896

 

The accounts receivable for total management, transactions, and other fees, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $ 18.2 million and $ 19.7 million , as of September 30, 2025 and December 31, 2024 , respectively.

17

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:

Standard

Description

Date of adoption

Effect on the financial statements or other significant matters

Recently issued :

ASU 2023-09 , Income Taxes (Topic 740): Improvements to Income Tax Disclosures.

 

ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.

 

January 1, 2025

 

This is an annual disclosure requirement in the Form 10-K and the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

 
 

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

 

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.

 

January 1, 2027

 

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

 

The Company is currently evaluating the impact of this ASU, but it is not expected to materially affect the company's consolidated financial statements.
 

 

 

18

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

 

2.

Real Estate Investments

The following tables detail the properties acquired for the periods set forth below:

(in thousands)

Nine months ended September 30, 2025

 

Date Purchased

Property Name

City/State

Property
Type

Regency's Ownership

Purchase
Price (1)

 

 

Debt
Assumed,
Net of
Discounts (Premium) (1)

 

 

Intangible
Assets (1)

 

 

Intangible
Liabilities  (1)

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

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

Rancho Mission Viejo  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

 

 

 

—

 

 

 

—

 

 

 

—

 

Total consolidated

 

 

 

$

571,510

 

 

 

195,447

 

 

 

65,437

 

 

 

22,727

 

Unconsolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

5/12/2025

Armonk Square

Armonk, NY

Operating

20 %

 

26,250

 

 

 

11,884

 

 

 

2,405

 

 

 

5,498

 

Total unconsolidated

 

 

 

$

26,250

 

 

 

11,884

 

 

 

2,405

 

 

 

5,498

 

Total property acquisitions

 

 

 

$

597,760

 

 

 

207,331

 

 

 

67,842

 

 

 

28,225

 

 
(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.

During the three months ended September 30, 2025, the Company acquired its partners’ remaining ownership interests in two existing consolidated properties for a combined purchase price of $ 29.4 million . Following these transactions, the Company now owns 100 % of the equity interests in both properties.
Subsequent to the period ended September 30, 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 approximately $ 113 million, and 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 other partner.
 

19

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

(in thousands)

Nine months ended September 30, 2024

 

Date Purchased

Property Name

City/State

Property
Type

Regency's Ownership

Purchase
Price (1)

 

 

Debt
Assumed,
Net of
Discounts (Premium) (1)

 

 

Intangible
Assets (1)

 

 

Intangible
Liabilities  (1)

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

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 consolidated

 

 

 

$

71,404

 

 

 

—

 

 

 

5,360

 

 

 

2,175

 

Unconsolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

8/30/2024

East Greenwich Square

East Greenwich, RI

Operating

70 %

 

46,650

 

 

 

—

 

 

 

5,127

 

 

 

1,877

 

Total unconsolidated

 

 

 

$

46,650

 

 

 

—

 

 

 

5,127

 

 

 

1,877

 

Total property acquisitions

 

 

 

$

118,054

 

 

 

—

 

 

 

10,487

 

 

 

4,052

 

(1) Amounts for purchase price and allocation are reflected at 100 %.

 

3.

Property Dispositions and Assets Held for Sale

 
The following table provides a summary of consolidated operating properties and land parcels sold during the periods set forth below:
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except number sold data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net proceeds from sale of real estate investments

 

$

43,919

 

 

 

11,409

 

 

$

51,084

 

 

 

103,568

 

Gain on sale of real estate, net of tax

 

 

6,198

 

 

 

11,360

 

 

 

6,005

 

 

 

33,844

 

Provision for impairment of real estate sold

 

 

3,374

 

 

 

—

 

 

 

4,636

 

 

 

—

 

Number of operating properties sold

 

 

5

 

 

 

1

 

 

 

6

 

 

 

4

 

Number of land parcels sold

 

 

1

 

 

 

—

 

 

 

1

 

 

 

—

 

Percent interest sold

 

100 %

 

 

100 %

 

 

100 %

 

 

100 %

 

 

 
The following table presents the assets associated with the properties classified as held for sale as of September 30, 2025:
 

(in thousands)

 

September 30, 2025

 

Land and improvements

 

$

34,091

 

Buildings and improvements

 

 

27,536

 

Less: accumulated depreciation

 

 

( 9,005

)

Real estate, net

 

 

52,622

 

Other assets, net

 

 

950

 

Assets associated with real estate assets held for sale

 

$

53,572

 

 
As of September 30, 2025 the Company had one operating property and one land parcel classified as held for sale. There were no liabilities associated with these properties. Both the operating property and the land parcel were subsequently sold in October 2025. As of December 31, 2024 the Company did no t have any of its properties classified as held for sale.

 

20

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

 
 

4.

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)

 

September 30, 2025

 

 

December 31, 2024

 

Goodwill

 

$

166,739

 

 

 

166,739

 

Investments

 

 

100,002

 

 

 

51,820

 

Prepaid and other

 

 

45,774

 

 

 

40,240

 

Derivative assets

 

 

7,435

 

 

 

12,781

 

Furniture, fixtures, and equipment, net ("FF&E")

 

 

9,969

 

 

 

7,954

 

Deferred financing costs, net

 

 

7,283

 

 

 

9,512

 

Total other assets

 

$

337,202

 

 

 

289,046

 

 
 

5.

Notes Payable and Unsecured Credit Facilities

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:
 

(in thousands)

 

Scheduled Maturity Date

 

Weighted
Average
Contractual
Rate

 

Weighted
Average
Effective
Rate

 

September 30, 2025

 

 

December 31, 2024

 

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate mortgage loans

 

11/5/2025  - 10/1/2038

 

4.0 %

 

4.4 %

 

$

492,848

 

 

 

337,703

 

Variable rate mortgage loans (1)

 

10/1/2026  - 2/20/2032

 

4.4 %

 

4.6 %

 

 

271,669

 

 

 

282,117

 

Fixed rate unsecured debt

 

11/3/2025  - 3/15/2049

 

4.2 %

 

4.3 %

 

 

4,121,437

 

 

 

3,723,880

 

Total notes payable, net

 

 

 

 

 

 

 

 

4,885,954

 

 

 

4,343,700

 

Unsecured credit facility:

 

 

 

 

 

 

 

 

 

 

 

 

$ 1.5  Billion Line of Credit
(the "Line")  (1)(2)

 

3/23/2028

 

5.0 %

 

5.3 %

 

 

30,000

 

 

 

65,000

 

Total unsecured credit facility

 

 

 

 

 

 

 

 

30,000

 

 

 

65,000

 

Total debt outstanding

 

 

 

 

 

 

 

$

4,915,954

 

 

 

4,408,700

 

(1) As of September 30, 2025, 99.5 % 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.

Significant financing activity during 2025 includes:
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 Rancho Mission Viejo 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.
Subsequent to September 30, 2025, the Company repaid $ 250 million of fixed rate unsecured debt and $ 16 million of fixed rate mortgage loans upon maturity on November 3 and November 5, 2025 , respectively.
 

21

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

Scheduled principal payments and maturities on notes payable and the unsecured credit facility were as follows:

(in thousands)

 

September 30, 2025

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities (1)

 

 

Total

 

 2025 (2)

 

$

3,160

 

 

 

16,000

 

 

 

250,000

 

 

 

269,160

 

 2026

 

 

12,836

 

 

 

147,851

 

 

 

200,000

 

 

 

360,687

 

 2027

 

 

10,051

 

 

 

222,558

 

 

 

525,000

 

 

 

757,609

 

 2028

 

 

8,365

 

 

 

51,939

 

 

 

330,000

 

 

 

390,304

 

 2029

 

 

5,619

 

 

 

97,120

 

 

 

425,000

 

 

 

527,739

 

Beyond 5 Years

 

 

29,655

 

 

 

192,837

 

 

 

2,450,000

 

 

 

2,672,492

 

Unamortized debt premium/(discount) and issuance costs

 

 

—

 

 

 

( 33,474

)

 

 

( 28,563

)

 

 

( 62,037

)

Total

 

$

69,686

 

 

 

694,831

 

 

 

4,151,437

 

 

 

4,915,954

 

(1) Includes unsecured public and private debt and unsecured credit facilities.

(2) Reflects scheduled principal payments and maturities for the remainder of the year.

The Company was in compliance as of September 30, 2025 , with all debt covenants.

 

6.

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 have high credit ratings. 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 as of September 30, 2025 and December 31, 2024 is as follows:

(in thousands, except number of instruments data)

 

 

 

 

 

 

Interest Rate Swaps

 

September 30, 2025

 

 

December 31, 2024

 

Notional amount

 

$

300,642

 

 

 

301,444

 

Number of instruments

 

 

15

 

 

 

14

 

Detail on the fair value of the Company's interest rate derivatives as of September 30, 2025 and December 31, 2024 is as follows:

(in thousands)

 

 

 

 

 

 

Interest rate swaps classified as:

 

September 30, 2025

 

 

December 31, 2024

 

Derivative assets

 

$

7,435

 

 

 

12,781

 

Derivative liabilities

 

 

( 1,735

)

 

 

( 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 September 30, 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.

22

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:

Location and Amount of (Loss) Gain Recognized in OCI on Derivative

 

 

Location and Amount of Gain Reclassified from AOCI into Net Income

 

 

Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded

 

 

 

Three months ended September 30,

 

 

 

 

Three months ended September 30,

 

 

 

 

Three months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

 

 

2025

 

 

2024

 

 

 

 

2025

 

 

2024

 

Interest rate swaps

 

$

369

 

 

 

( 9,305

)

 

Interest expense, net

 

$

( 1,063

)

 

 

( 2,306

)

 

Interest expense, net

 

$

51,323

 

 

 

47,022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30,

 

 

 

 

Nine months ended September 30,

 

 

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

 

 

2025

 

 

2024

 

 

 

 

2025

 

 

2024

 

Interest rate swaps

 

$

( 3,574

)

 

 

2,412

 

 

I nterest expense, ne t

 

$

( 3,823

)

 

 

( 7,113

)

 

Interest expense, net

 

$

149,608

 

 

 

133,068

 

As of September 30, 2025, the Company expects approximately $ 0.6 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.

 

7.

Leases

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 common area maintenance ("CAM"), real estate taxes, and insurance (collectively, "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:
• 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.

• Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

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:

(in thousands)

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating lease income

 

 

 

 

 

 

 

 

 

 

 

 

Fixed and in-substance fixed lease income

 

$

278,670

 

 

 

258,185

 

 

$

817,014

 

 

 

771,800

 

Variable lease income

 

 

92,904

 

 

 

85,617

 

 

 

285,044

 

 

 

263,991

 

Other lease related income, net:

 

 

 

 

 

 

 

 

 

 

 

 

Above/below market rent and tenant rent inducement amortization, net

 

 

5,784

 

 

 

5,726

 

 

 

18,265

 

 

 

18,990

 

Uncollectible straight-line rent (1)

 

 

350

 

 

 

( 129

)

 

 

( 472

)

 

 

( 1,340

)

Uncollectible lease income

 

 

53

 

 

 

( 342

)

 

 

( 1,906

)

 

 

( 3,433

)

Total lease income

 

$

377,761

 

 

 

349,057

 

 

$

1,117,945

 

 

 

1,050,008

 

(1) The amounts include straight-line rent adjustments associated with converting between cash basis and accrual basis of accounting for certain leases.

23

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:

(in thousands)

 

September 30, 2025

 

 

December 31, 2024

 

Tenant receivables

 

$

24,088

 

 

 

35,306

 

Straight-line rent receivables

 

 

174,572

 

 

 

157,507

 

Other receivables (1)

 

 

56,883

 

 

 

62,682

 

Total tenant and other receivables

 

$

255,543

 

 

 

255,495

 

(1) Other receivables include notes receivable, construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction, and other fee income.

 
 

8.

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:
 

 

 

September 30, 2025

 

 

December 31, 2024

 

(in thousands)

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable

 

$

31,517

 

 

 

31,665

 

 

$

31,790

 

 

 

31,755

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable, net

 

$

4,885,954

 

 

 

4,813,613

 

 

$

4,343,700

 

 

 

4,141,096

 

Unsecured credit facilities (1)

 

$

30,000

 

 

 

30,000

 

 

$

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 September 30, 2025, and December 31, 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.
(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 and commercial time deposits 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. During the nine months ended September 30, 2025 , the Company invested $ 90 million in commercial time deposits, consisting of two tranches with original maturities of five months and four months , respectively, of which $ 40 million matured as of September 30, 2025 , and the remaining $ 50 million matured in October 2025. These deposits are classified as Level 2 within the fair value hierarchy.

24

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include the following:
 

(in thousands)

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Unrealized Gain (Loss)

 

 

2,259

 

 

 

1,372

 

 

 

( 125

)

 

 

4,506

 

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 that are measured at fair value on a recurring basis:
 

 

Fair Value Measurements as of September 30, 2025

 

 

 

 

 

Quoted Prices in Active Markets for Identical Assets

 

 

Significant Other Observable Inputs

 

 

Significant Unobservable Inputs

 

(in thousands)

Balance

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Securities

$

88,449

 

 

 

38,449

 

 

 

50,000

 

 

 

—

 

Available-for-sale debt securities

 

11,553

 

 

 

—

 

 

 

11,553

 

 

 

—

 

Interest rate derivatives

 

7,435

 

 

 

—

 

 

 

7,435

 

 

 

—

 

Total

$

107,437

 

 

 

38,449

 

 

 

68,988

 

 

 

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

$

( 1,735

)

 

 

—

 

 

 

( 1,735

)

 

 

—

 

 

 

Fair Value Measurements as of December 31, 2024

 

 

 

 

 

Quoted Prices in Active Markets for Identical Assets

 

 

Significant Other Observable Inputs

 

 

Significant Unobservable Inputs

 

(in thousands)

Balance

 

 

(Level 1)

 

 

(Level 2)

 

 

(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

)

 

 

—

 

 

25

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

 
 

9.

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 September 30, 2025 and December 31, 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
On August 5, 2025 , the Board:
• Declared a quarterly cash dividend on the Company’s Series A preferred stock of $ 0.390625 per share. The dividend was paid on October 31, 2025 , to shareholders of record as of October 16, 2025 .

• Declared a quarterly cash dividend on the Company’s Series B preferred stock of $ 0.367200 per share. The dividend was paid on October 31, 2025 , to shareholders of record as of October 16, 2025 .

Subsequent to the period ended September 30, 2025, on October 27, 2025 , the Board:
• Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $ 0.390625 per share on January 30, 2026 . The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on January 16, 2026 .

• Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $ 0.367200 per share on January 30, 2026 . The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on January 16, 2026 .

Except under certain limited conditions, e ach 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.
Common Stock of the Parent Company
Dividends Declared
On August 5, 2025 , the Board declared a quarterly cash dividend on the Company’s common stock of $ 0.705 per share. The dividend was paid on October 2, 2025 , to shareholders of record as of September 11, 2025 .
Subsequent to the period ended September 30, 2025, on October 27, 2025 , the Board declared a quarterly cash dividend on the Company's common stock of $ 0.755 per share, representing an increase of $ 0.05 per share, or 7.1 %, from the prior quarterly dividend. The dividend is payable on January 6, 2026 , to shareholders of record as of December 15, 2025 .
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.

26

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

Durin g 2024, the Company entered into forward sale agreements under its ATM program through which the Parent Company expects 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 shares under the forward sales agreements must be settled within  one year  of their trade dates, which vary by agreement, and range from November 26, 2025, to December 5, 2025.  Upon settlement, subject to certain exceptions, the Company may elect, in its sole discretion, to physically settle, cash settle, or net share settle all or any portion of our obligations under any forward sale agreement. Proceeds from the issuance of shares are expected to be used to fund acquisitions of operating properties, fund developments and redevelopments, and for general corporate purposes.
The Company settled 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.

• Subsequent to quarter end, 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.

As of September 30, 2025, and after giving effect to the aforementioned forward equity offering , $ 400 million of common stock remained available for issuance under this 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 a maximum of $ 250 million of its outstanding common stock through open market transactions, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any, are dependent upon market conditions and other factors. The stock repurchased, if not retired, is treated as treasury stock. The Repurchase Program authorized by the Board expires on June 30, 2026 , unless modified, extended or earlier terminated by the Board in its discretion.
During the nine months ended September 30, 2025 , the Company made no repurchases and $ 250 million remained available under the Repurchase Program.
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, in each case at the Parent Company's election. During the nine months ended September 30, 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. During the same period ended September 30, 2024, 10,795 Common Units were exchanged for Parent Company common stock.
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.

 

27

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

 
 

10.

Stock-Based Compensation

The Company granted 324,608 shares of restricted stock with a weighted-average grant-date fair value of $ 77.27 per share and 350,391 shares of restricted stock with a weighted-average grant-date fair value of $ 60.35 per share during the nine months ended September 30, 2025 and September 30, 2024 , respectively. 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.

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Restricted stock (1)

 

$

5,321

 

 

 

4,776

 

 

$

16,219

 

 

 

14,078

 

Directors' fees paid in common stock and other employee stock grants

 

 

112

 

 

 

119

 

 

 

332

 

 

 

400

 

Capitalized stock-based compensation

 

 

( 479

)

 

 

( 503

)

 

 

( 1,733

)

 

 

( 1,383

)

Stock-based compensation, net of capitalization

 

$

4,954

 

 

 

4,392

 

 

$

14,818

 

 

 

13,095

 

(1) In addition, during the three and nine months ended September 30, 2024, the Company expensed $ 1.9 million and $ 5.7 million , respectively, within Other operating expenses in connection with vesting of restricted stock units related to the 2023 acquisition of Urstadt Biddle Properties ("UBP").

 
 

11.

Earnings per Share and Unit

Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per shar e:
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except per share data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders - basic

 

$

105,960

 

 

 

98,056

 

 

$

314,742

 

 

 

303,672

 

Net income attributable to common shareholders - diluted

 

$

105,960

 

 

 

98,056

 

 

$

314,742

 

 

 

303,672

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding for basic EPS

 

 

181,921

 

 

 

181,498

 

 

 

181,640

 

 

 

183,281

 

Weighted average common shares outstanding for diluted EPS  (1)

 

 

182,346

 

 

 

181,772

 

 

 

181,996

 

 

 

183,448

 

Net income per common share – basic

 

$

0.58

 

 

 

0.54

 

 

$

1.73

 

 

 

1.66

 

Net income per common share – diluted

 

$

0.58

 

 

 

0.54

 

 

$

1.73

 

 

 

1.66

 

(1) Includes the dilutive impact of unvested restricted stock.

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 3,147,659 and 1,099,516 for the three months ended September 30, 2025 and 2024, respectively, and 1,785,189 and 1,100,039 for the nine months ended September 30, 2025 and 2024, respectively.

28

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per uni t ("EPU"):
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except per unit data)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common unit holders - basic

 

$

107,624

 

 

 

98,649

 

 

$

317,634

 

 

 

305,508

 

Net income attributable to common unit holders - diluted

 

$

107,624

 

 

 

98,649

 

 

$

317,634

 

 

 

305,508

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding for basic EPU

 

 

185,068

 

 

 

182,597

 

 

 

183,425

 

 

 

184,381

 

Weighted average common units outstanding for diluted EPU  (1)

 

 

185,494

 

 

 

182,872

 

 

 

183,781

 

 

 

184,548

 

Net income per common unit – basic

 

$

0.58

 

 

 

0.54

 

 

$

1.73

 

 

 

1.66

 

Net income per common unit – diluted

 

$

0.58

 

 

 

0.54

 

 

$

1.73

 

 

 

1.66

 

(1) Includes the dilutive impact of unvested restricted stock.

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.

 

12.

Segment Information

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.
The following tables provide information about the Company's reportable segment's revenues, significant expenses, net operating income ("NOI") and the reconciliation of NOI to the Company’s consolidated Net income:

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Lease income

$

413,947

 

 

 

383,762

 

 

$

1,227,950

 

 

 

1,151,343

 

Other property income

 

3,201

 

 

 

4,644

 

 

 

11,193

 

 

 

12,016

 

Less:

 

 

 

 

 

 

 

 

 

 

 

Straight-line rent on lease income

 

( 7,642

)

 

 

( 6,444

)

 

 

( 20,425

)

 

 

( 16,258

)

Above/below market rent amortization, net

 

( 5,968

)

 

 

( 5,916

)

 

 

( 18,892

)

 

 

( 19,545

)

Total real estate revenues

 

403,538

 

 

 

376,046

 

 

 

1,199,826

 

 

 

1,127,556

 

Operating expenses (1)

 

( 70,073

)

 

 

( 64,792

)

 

 

( 209,201

)

 

 

( 196,951

)

Real estate taxes

 

( 51,597

)

 

 

( 50,094

)

 

 

( 154,286

)

 

 

( 148,115

)

NOI

$

281,868

 

 

 

261,160

 

 

$

836,339

 

 

 

782,490

 

(1) Operating expenses include Operating and maintenance, Ground rent and Termination expense

 

29

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2025
 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Reconciliation of NOI to Net income:

 

 

 

 

 

 

 

 

 

 

 

NOI

$

281,868

 

 

 

261,160

 

 

$

836,339

 

 

 

782,490

 

Consolidated:

 

 

 

 

 

 

 

 

 

 

 

Straight-line rent on lease income

 

6,743

 

 

 

5,163

 

 

 

18,137

 

 

 

14,877

 

Above/below market rent amortization, net

 

5,784

 

 

 

5,726

 

 

 

18,265

 

 

 

18,990

 

Management, transaction, and other fees

 

6,720

 

 

 

6,765

 

 

 

20,776

 

 

 

19,896

 

Straight-line rent on ground rent

 

( 336

)

 

 

( 337

)

 

 

( 1,009

)

 

 

( 1,014

)

Above/below market ground rent amortization

 

( 535

)

 

 

( 536

)

 

 

( 1,602

)

 

 

( 1,606

)

Depreciation and amortization

 

( 102,799

)

 

 

( 100,955

)

 

 

( 299,108

)

 

 

( 299,508

)

General and administrative

 

( 27,060

)

 

 

( 25,073

)

 

 

( 74,140

)

 

 

( 75,443

)

Other operating expenses

 

( 1,770

)

 

 

( 3,654

)

 

 

( 5,402

)

 

 

( 9,363

)

Other expense, net

 

( 45,897

)

 

 

( 34,290

)

 

 

( 145,610

)

 

 

( 94,898

)

Add: Share of noncontrolling interests excluded from NOI

 

1,998

 

 

 

2,099

 

 

 

6,402

 

 

 

6,181

 

Less: Equity in income of investments in real estate excluded from NOI

 

( 12,099

)

 

 

( 12,492

)

 

 

( 40,229

)

 

 

( 39,439

)

Net income

$

112,617

 

 

 

103,576

 

 

$

332,819

 

 

 

321,163

 

 
 

13.

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 $ 18.8 million and $ 17.3 million for environmental assessment and remediation, which are i ncluded in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of September 30, 2025 and December 31, 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 Comp any had $ 13.4 million and $ 10.9 million in letters of credit outstanding as of September 30, 2025 and December 31, 2024 , respectively.

30

 

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking 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:
• the current economic and geopolitical environments

• pandemics or other health crises

• operating retail-based shopping centers

• real estate investments

• the environment affecting our properties

• corporate matters

• our partnerships and joint ventures

• funding strategies and capital structure

• information management and technology

• taxes and the Parent Company’s qualification as a REIT

• the Company’s stock price.

As more specifically described in Part I, Item 1A. “Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 Form 10-K") and in Part II, Item 1A. "Risk Factors" in this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our most recent 2024 Form 10-K, subsequent Quarterly Reports on Form 10-Q, and our other filings with and submissions to the 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.
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.
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.

31

 

Our non-GAAP financial measures include the following:
• 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.

• 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.

• 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.
• 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.
• 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.
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 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.
 

32

 

The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
o 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

o 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.
• Pro-rata Same 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 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:
• Anchor Space is a space equal to or greater than 10,000 SF.

• 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.

• 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.

• Property In Development includes properties in various stages of ground-up development.

• 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.

• 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.

• 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.

• 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.

• Shop Space is a space under 10,000 SF.

Overview of Our Strategy
Regency Centers Corporation began operations as a publicly-traded REIT in 1993. All of our operating, investing, and financing activities are performed through our Operating Partnership, Regency Centers, L.P. and its wholly-owned subsidiaries, and through our real estate partnerships. As of September 30, 2025, the Parent Company owned approximately 97.9% of the outstanding Common Units and 100% of the Preferred Units of the Operating Partnership.

33

 

We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. As of September 30, 2025, we had full or partial ownership interests in 485 retail properties. Our properties are high-quality neighborhood and community shopping centers primarily anchored by market leading grocers and principally located in suburban markets within the country's most desirable metro areas, and contain approximately 58.6 million square feet ("SF") of gross leasable area ("GLA"). 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:
• We are our people: Our people are our greatest asset, and we believe that our highly skilled and talented team makes us better.

• We do what is right: We act with unwavering standards of honesty and integrity.

• We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.

• 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.

• We strive for excellence: When we are passionate about what we do, it is reflected in our performance.

• We are better together: When we listen to each other and our customers, we will succeed together.

Our goals are to:
• 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 NOI;

• Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers;

• Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns;

• 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; and

• Implement resiliency and governance practices through our Corporate Responsibility program to support and enhance our business goals and objectives.

Executing on our Strategy
During the nine months ended September 30, 2025, we had Net income attributable to common shareholders of $314.7 million as compared to $303.7 million during the nine months ended September 30, 2024.
During the nine months ended September 30, 2025:
• Our Pro-rata same property NOI, excluding termination fees, grew 5.5%, as compared to the nine months ended September 30, 2024, primarily attributable to improvements in base rent 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 1,418 new and renewal leasing transactions representing 5.3 million Pro-rata SF with positive rent spreads of 10.4% during the nine months ended September 30, 2025, compared to 1,503 leasing transactions representing 6.3 million Pro-rata SF with positive rent spreads of 9.0% during the nine months ended September 30, 2024. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.

• At September 30, 2025, December 31, 2024, and September 30, 2024, our total property portfolio was 96.0%, 96.3%, and 95.6% leased, respectively. At September 30, 2025, December 31, 2024, and September 30, 2024 our same property portfolio was 96.4%, 96.7%, and 96.0% leased, respectively.

34

 

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 $668.1 million at September 30, 2025, compared to $497.3 million at December 31, 2024.

• Development and redevelopment projects completed during the nine months ended September 30, 2025 represented $48.4 million of estimated net project costs, with an average stabilized yield of 14.3%. 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 the financial flexibility to cost effectively fund investment opportunities and debt maturities:
• In February 2025, we received a credit rating upgrade to A- with a stable outlook from S&P Global Ratings.

• 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 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 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 Subsequent to quarter end, 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.

• Subsequent to quarter end, on October 1, 2025, the Company received a property distribution from its Regency-GRI real estate 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 approximately $113 million, and 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 other partner.

• We have $646.3 million of loans maturing during the next 12 months, of which, $250 million was repaid upon maturity on November 3, 2025, and Regency's pro-rata share of maturities within our unconsolidated real estate partnerships which we intend to refinance or pay-off as they mature.

• At September 30, 2025, we had $1.46 billion available on the Line, which expires on March 23, 2028 unless we exercise the available options to extend the expiration for either or both of two additional consecutive six-month periods, in which case the term will be extended in accordance with any such option exercise.

Economic Conditions
Refer to the Estimated Risks and Uncertainties section in Note 1 — Organization and Significant Accounting Policies, as these risks and uncertainties could have a material impact on future results of operations and trends.
Property Portfolio
The following table summarizes general information related to the consolidated properties in our portfolio:

(GLA in thousands)

September 30, 2025

 

 

December 31, 2024

 

Number of Properties

384

 

 

379

 

GLA

 

45,493

 

 

 

43,876

 

% Leased – Operating and Development

 

96.1

%

 

 

96.2

%

% Leased – Operating

 

96.5

%

 

 

96.5

%

Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.

$26.46

 

 

$25.56

 

 

35

 

The following table summarizes general information related to the unconsolidated properties owned in real estate investment partnerships in our portfolio:

(GLA in thousands)

September 30, 2025

 

 

December 31, 2024

 

Number of Properties

101

 

 

103

 

GLA

 

13,122

 

 

 

13,439

 

% Leased – Operating and Development

 

96.9

%

 

 

96.8

%

% Leased –Operating

 

96.9

%

 

 

96.8

%

Weighted average annual effective rent PSF, net of tenant concessions

$25.33

 

 

$24.51

 

The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:

 

September 30, 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)

 

93.0

%

 

 

93.0

%

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):

 

 

Nine months ended September 30, 2025

 

 

 

Leasing
Transactions

 

 

SF (in
thousands)

 

 

Base Rent
PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

20

 

 

 

519

 

 

$

19.16

 

 

$

34.28

 

 

$

3.97

 

Renewal

 

 

78

 

 

 

2,388

 

 

 

14.93

 

 

 

0.80

 

 

 

0.39

 

Total Anchor Space Leases

 

 

98

 

 

 

2,907

 

 

$

15.68

 

 

$

6.78

 

 

$

1.03

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

415

 

 

 

759

 

 

$

42.27

 

 

$

48.56

 

 

$

16.71

 

Renewal

 

 

905

 

 

 

1,676

 

 

 

41.00

 

 

 

1.46

 

 

 

1.30

 

Total Shop Space Leases

 

 

1,320

 

 

 

2,435

 

 

$

41.39

 

 

$

16.14

 

 

$

6.10

 

Total Leases

 

 

1,418

 

 

 

5,342

 

 

$

27.40

 

 

$

11.05

 

 

$

3.34

 

 

 

 

Nine months ended September 30, 2024

 

 

 

Leasing
Transactions

 

 

SF (in
thousands)

 

 

Base Rent
PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

29

 

 

 

723

 

 

$

19.73

 

 

$

53.17

 

 

$

6.28

 

Renewal

 

 

104

 

 

 

2,871

 

 

 

18.03

 

 

 

0.34

 

 

 

0.10

 

Total Anchor Space Leases

 

 

133

 

 

 

3,594

 

 

$

18.37

 

 

$

10.97

 

 

$

1.34

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

439

 

 

 

890

 

 

$

39.50

 

 

$

42.61

 

 

$

13.99

 

Renewal

 

 

931

 

 

 

1,819

 

 

 

37.57

 

 

 

2.34

 

 

 

0.61

 

Total Shop Space Leases

 

 

1,370

 

 

 

2,709

 

 

$

38.21

 

 

$

15.57

 

 

$

5.00

 

Total Leases

 

 

1,503

 

 

 

6,303

 

 

$

26.89

 

 

$

12.95

 

 

$

2.92

 

The weighted-average base rent PSF on signed Shop Space leases for the nine months ended September 30, 2025 is $41.39 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 $36.91 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 10.4% for the nine months ended September 30, 2025, compared to 9.0% for the nine months ended September 30, 2024.

36

 

Diversification and Concentration of Tenant Risk
We seek to reduce our risk by limiting dependence on any single 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:

 

 

September 30, 2025

Tenant

 

Number of
Stores

 

 

Percentage of
Company-
owned GLA (1)

 

Percentage of
Annual Base Rent (1)

Publix

 

 

68

 

 

5.9%

 

2.9%

Albertsons Companies, Inc.

 

 

53

 

 

4.2%

 

2.8%

TJX Companies, Inc.

 

 

76

 

 

3.7%

 

2.7%

Amazon/Whole Foods

 

 

39

 

 

2.6%

 

2.5%

Kroger Co.

 

 

52

 

 

5.8%

 

2.5%

(1) Includes Regency's Pro-rata 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 economic conditions including, but not limited to, the potential impacts of tariffs and trade deals, inflation, cost and availability of labor, including potential labor shortages related to deportations or threat of deportations, increasing energy prices and interest rates, supply chain disruptions, access to and cost of credit, and new tax and regulatory changes have introduced additional macroeconomic uncertainty. These economic conditions could place further financial strain on retailers by raising costs and compressing margins. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing 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. At September 30, 2025, the tenants who are currently in bankruptcy and which continue to occupy space in our shopping centers represent an aggregate of 0.2% of our Pro-rata annual base rent.
 
Results of Operations
Comparison of the three months ended September 30, 2025 and 2024:
Changes in revenues are summarized in the following table:
 

 

 

Three months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

Lease income

 

 

 

 

 

 

 

 

 

Base rent

 

$

265,289

 

 

 

246,531

 

 

 

18,758

 

Recoveries from tenants

 

 

92,406

 

 

 

84,795

 

 

 

7,611

 

Percentage rent

 

 

1,950

 

 

 

2,155

 

 

 

(205

)

Uncollectible lease income

 

 

53

 

 

 

(342

)

 

 

395

 

Other lease income

 

 

5,536

 

 

 

5,029

 

 

 

507

 

Straight-line rent

 

 

6,743

 

 

 

5,163

 

 

 

1,580

 

Above/below market rent amortization, net

 

 

5,784

 

 

 

5,726

 

 

 

58

 

Total lease income

 

$

377,761

 

 

 

349,057

 

 

 

28,704

 

Other property income

 

 

3,089

 

 

 

4,444

 

 

 

(1,355

)

Management, transaction, and other fees

 

 

6,720

 

 

 

6,765

 

 

 

(45

)

Total revenues

 

$

387,570

 

 

 

360,266

 

 

 

27,304

 

 

37

 

Total lease income increased by $28.7 million primarily due to the following:
• $18.8 million increase from billable Base rent, mainly from the following:

o $12.2 million net increase from same properties, including:

▪ $6.8 million net increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;

▪ $4.3 million increase due to redevelopment projects becoming operational; and

▪ $1.1 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of operating properties previously held in unconsolidated real estate partnerships;

o $5.9 million increase from acquisitions of operating properties in 2025 as compared to 2024 activity; and

o $1.2 million increase from rent commencements at completed development properties; partially offset by

o $0.5 million decrease due to dispositions of operating properties.

• $7.6 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 $5.8 million increase primarily due to higher reimbursable operating costs and higher recovery rates due to increased occupancy in the current quarter; and

o $1.8 million increase driven by the acquisitions of operating properties in 2025 as compared to 2024, and rent commencements at development properties.

• $1.6 million increase in Straight-line rent mainly due to timing and degree of contractual rent steps and new lease commencements.

Other property income decreased by $1.4 million primarily due to the business interruption insurance proceeds received in the comparative prior period.
There were no significant changes in Management, transaction, and other fees.
Changes in our operating expenses are summarized in the following table :
 

 

 

Three months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

Depreciation and amortization

 

$

102,799

 

 

 

100,955

 

 

 

1,844

 

Property operating expense

 

 

65,471

 

 

 

60,477

 

 

 

4,994

 

Real estate taxes

 

 

47,080

 

 

 

45,729

 

 

 

1,351

 

General and administrative

 

 

27,060

 

 

 

25,073

 

 

 

1,987

 

Other operating expenses

 

 

1,770

 

 

 

3,654

 

 

 

(1,884

)

Total operating expenses

 

$

244,180

 

 

 

235,888

 

 

 

8,292

 

Depreciation and amortization costs increased by $1.8 million, mainly due to the following:
• $5.2 million increase from acquisitions of operating properties and development properties becoming available for occupancy, partially offset by

• $3.4 million decrease from same properties mainly driven by acquired lease intangibles becoming fully amortized.

Property operating expense increased by $5.0 million, mainly due to higher recoverable common area maintenance, management fees and utility costs at same properties.
Real estate taxes increased by $1.4 million, mainly due to the acquisitions of operating properties in 2025 as compared to 2024 and increases in real estate tax assessments across the same property portfolio.
General and administrative costs increased by $2.0 million, mainly due to the following:
• $1.3 million increase due to changes in the fair value of participant obligations within the deferred compensation plan, attributable to changes in fair values of those investments recognized in Net investment income; and

• $0.7 million increase primarily attributable to higher technology costs and professional fees.

38

 

Other operating expenses decreased by $1.9 million, mainly due to the phase-out of transition costs incurred in 2024 related to the acquisition of Urstadt Biddle Properties ("UBP").
Changes in other expense, net are summarized in the following table:
 

 

 

Three months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

55,064

 

 

 

46,365

 

 

 

8,699

 

Interest on unsecured credit facilities

 

 

1,022

 

 

 

3,640

 

 

 

(2,618

)

Capitalized interest

 

 

(2,768

)

 

 

(1,636

)

 

 

(1,132

)

Hedge expense

 

 

226

 

 

 

245

 

 

 

(19

)

Interest income

 

 

(2,221

)

 

 

(1,592

)

 

 

(629

)

Interest expense, net

 

$

51,323

 

 

 

47,022

 

 

 

4,301

 

Provision for impairment of real estate, net of tax

 

 

3,374

 

 

 

—

 

 

 

3,374

 

Gain on sale of real estate, net of tax

 

 

(6,198

)

 

 

(11,360

)

 

 

5,162

 

Net investment income

 

 

(2,602

)

 

 

(1,372

)

 

 

(1,230

)

Total other expense, net

 

$

45,897

 

 

 

34,290

 

 

 

11,607

 

Interest expense, net, increased by $4.3 million primarily due to the following:
• $8.7 million increase in Interest on notes payable primarily due to new net public debt issuances in 2025 and 2024; partially offset by

• $2.6 million decrease in Interest on unsecured credit facilities primarily due to carrying a lower weighted average outstanding balance under our Line in 2025 as compared to 2024; and

• $1.1 million change in Capitalized interest based on the timing and progress of our development and redevelopment projects.

Provision for impairment of real estate, net of tax of $3.4 million was recognized in the three months ended September 30, 2025 related to dispositions of three operating properties.
During the three months ended September 30, 2025, we recognized gains on sale of real estate, net of tax of $6.2 million mainly from sales of an operating property and an outparcel. During the three months ended September 30, 2024, we recognized gains on sale of $11.4 million mainly from the sale of one operating property.
Net investment income increased by $1.2 million primarily driven by market volatility during the current period, including a $1.3 million increase in fair values on investments held in the non-qualified deferred compensation plan partially offset by a $0.1 million decrease in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $1.6 million mainly due to a sale of one outparcel at a property held in an unconsolidated real estate partnership.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders :
 

 

 

Three months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

Net income

 

$

112,617

 

 

 

103,576

 

 

 

9,041

 

Income attributable to noncontrolling interests

 

 

(3,244

)

 

 

(2,107

)

 

 

(1,137

)

Net income attributable to the Company

 

 

109,373

 

 

 

101,469

 

 

 

7,904

 

Preferred stock dividends

 

 

(3,413

)

 

 

(3,413

)

 

 

—

 

Net income attributable to common shareholders

 

$

105,960

 

 

$

98,056

 

 

$

7,904

 

Net income attributable to exchangeable operating partnership units

 

 

(1,664

)

 

 

(593

)

 

 

(1,071

)

Net income attributable to common unit holders

 

$

107,624

 

 

 

98,649

 

 

 

8,975

 

Income attributable to noncontrolling interests increased by $1.1 million, mainly due to issuance of 2.8 million exchangeable operating partnership units to unrelated third-party sellers for acquisition of five properties in July 2025.
There were no significant changes in Preferred stock dividends.
Net income attributable to exchangeable operating partnership units increased by $1.1 million, mainly due to the same acquisition of five properties discussed above.

39

 

Results of Operations
Comparison of the nine months ended September 30, 2025 and 2024:
Changes in revenues are summarized in the following table:
 

 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

Lease income

 

 

 

 

 

 

 

 

 

Base rent

 

$

778,216

 

 

 

736,142

 

 

 

42,074

 

Recoveries from tenants

 

 

275,392

 

 

 

254,623

 

 

 

20,769

 

Percentage rent

 

 

11,558

 

 

 

11,958

 

 

 

(400

)

Uncollectible lease income

 

 

(1,906

)

 

 

(3,433

)

 

 

1,527

 

Other lease income

 

 

18,283

 

 

 

16,851

 

 

 

1,432

 

Straight-line rent

 

 

18,137

 

 

 

14,877

 

 

 

3,260

 

Above / below market rent amortization, net

 

 

18,265

 

 

 

18,990

 

 

 

(725

)

Total lease income

 

$

1,117,945

 

 

 

1,050,008

 

 

 

67,937

 

Other property income

 

 

10,609

 

 

 

11,464

 

 

 

(855

)

Management, transaction, and other fees

 

 

20,776

 

 

 

19,896

 

 

 

880

 

Total revenues

 

$

1,149,330

 

 

 

1,081,368

 

 

 

67,962

 

Lease income increased by $67.9 million primarily due to the following:
• $42.1 million increase in Base rent, mainly driven by the following:

o $32.7 million increase resulting from same properties, including:

▪ $20.4 million increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;

▪ $9.8 million increase due to redevelopment projects that commenced operations; and

▪ $2.5 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 $8.8 million increase from acquisitions of operating properties in 2025 as compared to 2024 activity; and

o $3.0 million increase from rent commencements at completed development properties; partially offset by

o $2.4 million decrease due to dispositions of operating properties.

• $20.8 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 $17.5 million increase primarily due to higher operating costs and higher recovery rates due to increased occupancy in the current year; and

o $3.7 million increase driven by the acquisition of operating properties in 2025 as compared to 2024, and lease commencements at development properties; partially offset by

o $0.4 million decrease due to disposition of operating properties.

• $1.5 million decrease in Uncollectible lease income primarily driven by higher collection rates in the current period.

• $1.4 million increase in Other lease income mainly due to increase in lease termination fee income.

• $3.3 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, and Management, transaction, and other fees.
Changes in our operating expenses are summarized in the following table :
 

 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

Depreciation and amortization

 

$

299,108

 

 

 

299,508

 

 

 

(400

)

Property operating expense

 

 

194,689

 

 

 

183,242

 

 

 

11,447

 

Real estate taxes

 

 

140,940

 

 

 

135,514

 

 

 

5,426

 

General and administrative

 

 

74,140

 

 

 

75,443

 

 

 

(1,303

)

Other operating expenses

 

 

5,402

 

 

 

9,363

 

 

 

(3,961

)

Total operating expenses

 

$

714,279

 

 

 

703,070

 

 

 

11,209

 

 

40

 

 
Property operating expense increased by $11.4 million, mainly due to the following:
• $8.4 million increase from same properties primarily due to higher recoverable common area maintenance, management and utility expenses;

• $2.6 million increase in acquisitions of operating properties and development properties;

• $0.8 million increase attributable to property damage losses; partially offset by

• $0.5 million decrease due to disposition of operating properties.

Real estate taxes increased by $5.4 million, mainly due to the acquisition of operating properties in 2025 as compared to 2024 and increases in real estate tax assessments across the same property portfolio.
General and administrative costs decreased by $1.3 million mainly due to the following:
• $4.8 million decrease due to higher overhead capitalization resulting from increased development and redevelopment activity;

• $1.7 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

• $3.8 million increase in compensation costs primarily driven by performance-based incentive compensation; and

• $1.4 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 $4.0 million, mainly due to the $7.1 million of transition costs incurred in 2024 related to the UBP acquisition, partially offset by $3.1 million increase in environmental reserve costs and development pursuit costs.
Changes in Other expense, net are summarized in the following table:
 

 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

154,475

 

 

 

138,830

 

 

 

15,645

 

Interest on unsecured credit facilities

 

 

6,671

 

 

 

6,783

 

 

 

(112

)

Capitalized interest

 

 

(7,302

)

 

 

(4,813

)

 

 

(2,489

)

Hedge expense

 

 

677

 

 

 

503

 

 

 

174

 

Interest income

 

 

(4,913

)

 

 

(8,235

)

 

 

3,322

 

Interest expense, net

 

$

149,608

 

 

 

133,068

 

 

 

16,540

 

Provision for impairment of real estate, net of tax

 

 

4,636

 

 

 

—

 

 

 

4,636

 

Gain on sale of real estate, net of tax

 

 

(6,005

)

 

 

(33,844

)

 

 

27,839

 

Loss on early extinguishment of debt

 

 

—

 

 

 

180

 

 

 

(180

)

Net investment income

 

 

(2,629

)

 

 

(4,506

)

 

 

1,877

 

Total other expense, net

 

$

145,610

 

 

 

94,898

 

 

 

50,712

 

Interest expense, net increased by $16.5 million primarily due to the following:
• $15.6 million increase in Interest on notes payable is primarily due to new net public debt issuances in 2025 and 2024;

• $3.3 million decrease in Interest income primarily due to maintaining higher levels of excess cash in short term investments in the comparative prior period; partially offset by

• $2.5 million change in Capitalized interest is based on the timing and progress of our development and redevelopment projects.

Provision for impairment of real estate, net of tax of $4.6 million was recognized during the nine months ended September 30, 2025 related to the sale of five operating properties.
During the nine months ended September 30, 2025, we recognized gains on sale of real estate, net of tax of $6.0 million primarily from the sale of an operating property and an outparcel. During the nine months ended September 30, 2024, we recognized gains on sale of real estate, net of tax of $33.8 million primarily from the sale of four operating properties and recognition of two sales-type leases.
There were no significant changes in Loss on early extinguishments of debt.

41

 

Net investment income decreased by $1.9 million primarily driven by market volatility during the current period, including a $1.7 million decrease in returns on investments held in the non-qualified deferred compensation plan and a $0.2 million decrease in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $5.6 million mainly due to increases in operating income driven from increased occupancy and positive rental spreads on new and renewal leases, and a sale of one outparcel at a property held in unconsolidated real estate partnerships.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders :
 

 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

Net income

 

$

332,819

 

 

 

321,163

 

 

 

11,656

 

Income attributable to noncontrolling interests

 

 

(7,838

)

 

 

(7,252

)

 

 

(586

)

Net income attributable to the Company

 

 

324,981

 

 

 

313,911

 

 

 

11,070

 

Preferred stock dividends

 

 

(10,239

)

 

 

(10,239

)

 

 

—

 

Net income attributable to common shareholders

 

$

314,742

 

 

$

303,672

 

 

$

11,070

 

Net income attributable to exchangeable operating partnership units

 

 

(2,892

)

 

 

(1,836

)

 

 

(1,056

)

Net income attributable to common unit holders

 

$

317,634

 

 

 

305,508

 

 

 

12,126

 

Income attributable to noncontrolling interests increased by $0.6 million, primarily due to $1.1 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 $0.5 million decrease in net income from other consolidated real estate partnerships.
There were no significant changes in Preferred stock dividends.
Net income attributable to exchangeable operating partnership units increased by $1.1 million, mainly due to issuance of 2.8 million exchangeable operating partnership units to unrelated third-party sellers for acquisition of five properties in July 2025.
 
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 financial 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" at the beginning of this Management's Discussion and Analysis.
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.

42

 

Pro-rata Same Property NOI (Non-GAAP Financial Measures):
 

 

 

Three months ended September 30,

 

 

 

 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

 

2025

 

 

2024

 

 

Change

 

 

2025

 

 

2024

 

 

Change

 

Base rent

 

$

284,146

 

 

 

271,887

 

 

 

12,259

 

 

$

845,666

 

 

 

811,610

 

 

 

34,056

 

Recoveries from tenants

 

 

99,089

 

 

 

93,047

 

 

 

6,042

 

 

 

298,854

 

 

 

280,255

 

 

 

18,599

 

Percentage rent

 

 

2,213

 

 

 

2,424

 

 

 

(211

)

 

 

13,117

 

 

 

13,400

 

 

 

(283

)

Termination fees

 

 

777

 

 

 

749

 

 

 

28

 

 

 

5,146

 

 

 

4,160

 

 

 

986

 

Uncollectible lease income

 

 

159

 

 

 

(466

)

 

 

625

 

 

 

(1,822

)

 

 

(3,880

)

 

 

2,058

 

Other lease income

 

 

4,991

 

 

 

4,803

 

 

 

188

 

 

 

14,504

 

 

 

14,195

 

 

 

309

 

Other property income

 

 

2,446

 

 

 

4,032

 

 

 

(1,586

)

 

 

9,058

 

 

 

8,930

 

 

 

128

 

Total real estate revenue

 

 

393,821

 

 

 

376,476

 

 

 

17,345

 

 

 

1,184,523

 

 

 

1,128,670

 

 

 

55,853

 

Operating and maintenance

 

 

64,932

 

 

 

61,062

 

 

 

3,870

 

 

 

195,313

 

 

 

186,868

 

 

 

8,445

 

Termination expense

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5

 

 

 

(5

)

Real estate taxes

 

 

50,540

 

 

 

49,880

 

 

 

660

 

 

 

151,576

 

 

 

147,426

 

 

 

4,150

 

Ground rent

 

 

4,112

 

 

 

3,783

 

 

 

329

 

 

 

11,375

 

 

 

11,671

 

 

 

(296

)

Total real estate operating expenses

 

 

119,584

 

 

 

114,725

 

 

 

4,859

 

 

 

358,264

 

 

 

345,970

 

 

 

12,294

 

Pro-rata same property NOI

 

$

274,237

 

 

 

261,751

 

 

 

12,486

 

 

$

826,259

 

 

 

782,700

 

 

 

43,559

 

Less: Termination fees

 

 

777

 

 

 

749

 

 

 

28

 

 

 

5,146

 

 

 

4,155

 

 

 

991

 

Pro-rata same property NOI, excluding termination fees

 

$

273,460

 

 

 

261,002

 

 

 

12,458

 

 

$

821,113

 

 

 

778,545

 

 

 

42,568

 

Pro-rata same property NOI growth, excluding termination fees

 

 

 

 

 

 

 

 

4.8

%

 

 

 

 

 

 

 

 

5.5

%

Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:
Total real estate revenue increased by $17.3 million and $55.9 million, on a net basis, during the three and nine months ended September 30, 2025, respectively, as follows:
• Base rent increased by $12.3 million and $34.1 million during the three and nine months ended September 30, 2025, respectively, 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 $6.0 million and $18.6 million during the three and nine months ended September 30, 2025, respectively, due to higher recoverable expenses and increased occupancy.

• Uncollectible lease income decreased by $2.1 million during the nine months ended September 30, 2025, primarily driven by higher collection rates in the current period resulting in reduced levels of uncollectible lease income.

• Other property income decreased by $1.6 million during the three months ended September 30, 2025, due to an increase in business interruption insurance proceeds received in the comparative prior period.

Total real estate operating expenses increased by $4.9 million and $12.3 million, on a net basis, during the three and nine months ended September 30, 2025, respectively, as follows:
• Operating and maintenance increased by $3.9 million and $8.4 million during the three and nine months ended September 30, 2025, primarily due to increases in common area maintenance, management fees, utility costs and other tenant-recoverable costs.

• Real estate taxes increased by $4.2 million during the nine months ended September 30, 2025, due to an increase in real estate assessments across the portfolio.

 

43

 

Reconciliation of Pro-rata Same Property NOI to Net Income Attributable to Common Shareholders:
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net income attributable to common shareholders

 

$

105,960

 

 

 

98,056

 

 

$

314,742

 

 

 

303,672

 

Less:

 

 

 

 

 

 

 

 

 

 

 

 

Management, transaction, and other fees

 

 

(6,720

)

 

 

(6,765

)

 

 

(20,776

)

 

 

(19,896

)

Other (1)

 

 

(13,654

)

 

 

(12,115

)

 

 

(40,193

)

 

 

(37,428

)

Plus:

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

102,799

 

 

 

100,955

 

 

 

299,108

 

 

 

299,508

 

General and administrative

 

 

27,060

 

 

 

25,073

 

 

 

74,140

 

 

 

75,443

 

Other operating expense

 

 

1,770

 

 

 

3,654

 

 

 

5,402

 

 

 

9,363

 

Other expense, net

 

 

45,897

 

 

 

34,290

 

 

 

145,610

 

 

 

94,898

 

Equity in income of investments in real estate excluded from NOI (2)

 

 

12,099

 

 

 

12,492

 

 

 

40,229

 

 

 

39,439

 

Net income attributable to noncontrolling interests

 

 

3,244

 

 

 

2,107

 

 

 

7,838

 

 

 

7,252

 

Preferred stock dividends and issuance costs

 

 

3,413

 

 

 

3,413

 

 

 

10,239

 

 

 

10,239

 

NOI

 

$

281,868

 

 

 

261,160

 

 

$

836,339

 

 

 

782,490

 

Less non-same property NOI

 

 

(7,631

)

 

 

591

 

 

 

(10,080

)

 

 

210

 

Pro-rata same property NOI

 

$

274,237

 

 

 

261,751

 

 

$

826,259

 

 

 

782,700

 

Less: Termination fees

 

 

(777

)

 

 

(749

)

 

 

(5,146

)

 

 

(4,155

)

Pro-rata same property NOI excluding termination fees.

 

$

273,460

 

 

 

261,002

 

 

$

821,113

 

 

 

778,545

 

(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.

Nareit FFO, Core Operating Earnings and AFFO (Non-GAAP Financial Measures):
Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:
 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except share information)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Reconciliation of Net income attributable to common shareholders to Nareit FFO

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

105,960

 

 

 

98,056

 

 

$

314,742

 

 

 

303,672

 

Adjustments to reconcile to Nareit FFO: (1)

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization (excluding FF&E)

 

 

109,933

 

 

 

107,801

 

 

 

321,296

 

 

 

319,765

 

Provision for impairment of real estate

 

 

3,374

 

 

 

—

 

 

 

4,636

 

 

 

—

 

Gain on sale of real estate, net of tax

 

 

(7,432

)

 

 

(11,365

)

 

 

(7,187

)

 

 

(33,853

)

Exchangeable operating partnership units

 

 

1,664

 

 

 

593

 

 

 

2,892

 

 

 

1,836

 

Nareit FFO attributable to common stock and unit holders

 

$

213,499

 

 

 

195,085

 

 

$

636,379

 

 

 

591,420

 

Reconciliation of Nareit FFO to Core Operating Earnings

 

 

 

 

 

 

 

 

 

 

 

 

Nareit FFO

 

$

213,499

 

 

 

195,085

 

 

$

636,379

 

 

 

591,420

 

Adjustments to reconcile to Core Operating Earnings: (1)

 

 

 

 

 

 

 

 

 

 

 

 

Not Comparable Items

 

 

 

 

 

 

 

 

 

 

 

 

Merger transition costs

 

 

—

 

 

 

2,375

 

 

 

—

 

 

 

7,069

 

Loss on early extinguishment of debt

 

 

—

 

 

 

—

 

 

 

—

 

 

 

180

 

Certain Non-Cash Items

 

 

 

 

 

 

 

 

 

 

 

 

Straight-line rent

 

 

(6,773

)

 

 

(5,886

)

 

 

(20,070

)

 

 

(16,907

)

Uncollectible straight-line rent

 

 

(509

)

 

 

(134

)

 

 

611

 

 

 

1,899

 

Above/below market rent amortization, net

 

 

(5,423

)

 

 

(5,370

)

 

 

(17,260

)

 

 

(17,910

)

Debt and derivative mark-to-market amortization

 

 

1,816

 

 

 

1,693

 

 

 

4,618

 

 

 

4,333

 

Core Operating Earnings

 

$

202,610

 

 

 

187,763

 

 

$

604,278

 

 

 

570,084

 

(1) Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests.

44

 

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands, except share information)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Reconciliation of Core Operating Earnings to AFFO:

 

 

 

 

 

 

 

 

 

 

 

 

Core Operating Earnings

 

$

202,610

 

 

 

187,763

 

 

$

604,278

 

 

 

570,084

 

Adjustments to reconcile to AFFO (1) :

 

 

 

 

 

 

 

 

 

 

 

 

Operating capital expenditures

 

 

(33,832

)

 

 

(36,430

)

 

 

(90,109

)

 

 

(91,168

)

Debt cost and derivative adjustments

 

 

2,423

 

 

 

2,107

 

 

 

6,849

 

 

 

6,269

 

Stock-based compensation

 

 

5,321

 

 

 

4,776

 

 

 

16,219

 

 

 

14,078

 

AFFO

 

$

176,522

 

 

 

158,216

 

 

$

537,237

 

 

 

499,263

 

(1) Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share 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 co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. 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 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 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.
We are actively monitoring market conditions and evaluating strategies to mitigate interest rate risk. These strategies may include the use of interest rate swaps, caps, or forward-starting hedges to lock in rates on future debt issuances or refinancings. We are also prioritizing refinancing of maturing debt with long-duration fixed-rate debt where appropriate, to minimize future exposure to rate volatility.
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 intended use of the net proceeds includes (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 it's maturity and (iii) for general corporate purposes, which may include the future repayment of other outstanding debt. Pending the maturity of the November 2025 unsecured public debt, we also temporarily invested a portion of the proceeds in commercial time deposits.
As of September 30, 2025, we had $646.3 million of debt maturing within the next 12 months, including $450 million of maturing unsecured public and private placement debt, of which $250 million was paid off at maturity on November 3, 2025, as well as Regency's pro-rata share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. We currently expect to address these maturing obligations through a combination of refinancing, available liquidity under our Line, and proceeds from potential property sales. We continually monitor capital markets and proactively manage our debt maturity profile to maintain a strong balance sheet and financial flexibility.
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.

45

 

In addition to our $200.7 million of unrestricted cash, we have the following additional sources of capital available:
 

(in thousands)

September 30, 2025

 

ATM program

 

 

Original offering amount

$

500,000

 

Available capacity

$

400,000

 

Line of credit

 

 

Total commitment amount

$

1,500,000

 

Available capacity (1)

$

1,457,440

 

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.
On August 5, 2025, the Board:
• Declared a quarterly cash dividend on the Company’s common stock of $0.705 per share. The dividend was paid on October 2, 2025, to shareholders of record as of September 11, 2025.

• Declared a quarterly cash dividend on the Company’s Series A preferred stock of $0.390625 per share. The dividend was paid on October 31, 2025, to shareholders of record of the Series A preferred stock as of October 16, 2025.

• Declared a quarterly cash dividend on the Company’s Series B preferred stock of $0.367200 per share. The dividend was paid on October 31, 2025, to shareholders of record of the Series B preferred stock as of October 16, 2025.

Subsequent to the period ended September 30, 2025, on October 27, 2025, our Board of Directors:
• Declared a quarterly cash dividend on the Company's common stock of $0.755 per share, representing an increase of $0.05 per share, or 7.1%, from the prior quarterly dividend. The dividend is payable on January 6, 2026, to shareholders of record as of December 15, 2025.

• Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on January 30, 2026. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on January 16, 2026.

• Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on January 30, 2026. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on January 16, 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 flows from operations to fund our dividend distributions. During the nine months ended September 30, 2025 and 2024, we generated cash flows from operations of $623.7 million and $598.8 million, respectively, and paid $395.8 million and $381.5 million in dividends to our common stock, preferred stock and unit holders.
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 our common and preferred stock and units dividend payment in October 2025, we estimate that we will require capital during the next 12 months of approximately $1,085.5 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 tariffs and inflation, as well as potential shortages of labor employed by contractors, resulting in increased costs of construction 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 prior to maturity, 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.
We endeavor to maintain a high percentage of unencumbered assets. As of September 30, 2025, 86.9% 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.

46

 

Our Line and unsecured debt require that we remain in compliance with various customary financial covenants, which are described in the Consolidated Financial Statements included in our 2024 Form 10-K. We were in compliance with these covenants at September 30, 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:
 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

2025

 

 

2024

 

 

Change

 

Net cash provided by operating activities

$

623,744

 

 

 

598,813

 

 

 

24,931

 

Net cash used in investing activities

 

(404,711

)

 

 

(209,071

)

 

 

(195,640

)

Net cash used in financing activities

 

(75,322

)

 

 

(366,265

)

 

 

290,943

 

Net change in cash, cash equivalents, and restricted cash

$

143,711

 

 

 

23,477

 

 

 

120,234

 

Total cash, cash equivalents, and restricted cash

$

205,595

 

 

 

114,831

 

 

 

90,764

 

 
Net cash provided by operating activities:
Net cash provided by operating activities increased $24.9 million due to:
• $27.2 million increase in cash from operations due to the timing of receipts and payments, partially offset by

• $2.3 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 changed by $195.6 million as follows:
 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

2025

 

 

2024

 

 

Change

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $4,273 and $14,143 in 2025 and 2024, respectively

$

(103,502

)

 

 

(45,205

)

 

 

(58,297

)

Real estate development and capital improvements

 

(307,282

)

 

 

(235,284

)

 

 

(71,998

)

Proceeds from sale of real estate

 

51,084

 

 

 

103,626

 

 

 

(52,542

)

Proceeds from property insurance casualty claims

 

—

 

 

 

5,257

 

 

 

(5,257

)

Issuance of notes receivable

 

(176

)

 

 

(32,651

)

 

 

32,475

 

Collection of notes receivable

 

479

 

 

 

3,052

 

 

 

(2,573

)

Investments in real estate partnerships

 

(12,399

)

 

 

(25,771

)

 

 

13,372

 

Return of capital from investments in real estate partnerships

 

12,162

 

 

 

12,859

 

 

 

(697

)

Dividends on investment securities

 

1,232

 

 

 

296

 

 

 

936

 

Purchase of investment securities

 

(99,770

)

 

 

(99,035

)

 

 

(735

)

Proceeds from sale of investment securities

 

53,461

 

 

 

103,785

 

 

 

(50,324

)

Net cash used in investing activities

$

(404,711

)

 

 

(209,071

)

 

 

(195,640

)

Significant changes in investing activities include:
• We paid $103.5 million in 2025 to purchase nine operating properties and one operating outparcel. Three of the operating properties were previously held in unconsolidated real estate investment partnerships in which we held ownership interests ranging from 50.0%-66.7%. We paid $45.2 million in 2024 to purchase one operating property.

• During 2025, we invested $72.0 million more on real estate development and capital improvements than the comparable prior year period, as further detailed in a table below.

• We sold six operating properties and one land parcel in 2025 for net proceeds of $51.1 million compared to four operating properties in 2024 for net proceeds of $103.6 million.

• We received additional 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 6.9% 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.

47

 

• We collected $3.0 million in short-term note receivables from real estate partners in 2024.

• Investments in real estate partnerships:

o In 2025, we invested $12.4 million, including $5.1 million to fund our share of debt repayments, $3.2 million to fund our share of an acquisition of an operating property, and $4.1 million to fund our share of development and redevelopment activities.

o In 2024, we invested $25.8 million, to fund 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 $12.2 million from our share of proceeds from outparcel sales and debt financing activities.

o During 2024, we received $12.9 million from our share of proceeds from debt financing activities and for the partial sale of 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 of proceeds received from the 2025 Notes in commercial time deposits with staggered maturity dates ranging from 4 to 5 months, of which $40 million were subsequently settled at maturity during the third quarter of 2025.

o During 2024, we invested approximately $90 million in commercial deposits from the proceeds received from 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 the nine months ended September 30, 2025, we deployed capital of $307.3 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

2025

 

 

2024

 

 

Change

 

Capital expenditures:

 

 

 

 

 

 

 

 

Land acquisitions - Development

 

9,534

 

 

 

13,882

 

 

 

(4,348

)

Land acquisitions - Redevelopment

 

3,607

 

 

 

—

 

 

 

3,607

 

Building and tenant improvements

 

77,313

 

 

 

76,002

 

 

 

1,311

 

Redevelopment costs

 

89,797

 

 

 

85,287

 

 

 

4,510

 

Development costs

 

104,587

 

 

 

45,370

 

 

 

59,217

 

Capitalized interest

 

7,655

 

 

 

4,709

 

 

 

2,946

 

Capitalized direct compensation

 

14,789

 

 

 

10,034

 

 

 

4,755

 

Real estate development and capital improvements

$

307,282

 

 

 

235,284

 

 

 

71,998

 

• We acquired two land parcels for development, and one for redevelopment in 2025, compared to three land parcel for development, and two outparcels in 2024.

• Building and tenant improvements increased $1.3 million in 2025, primarily related to the timing and volume of capital projects.

• Redevelopment costs are higher than prior year. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisitions, existing building expansions, facade renovations, new out-parcel building constructions, and redevelopments related 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.

48

 

The following table summarizes our development projects in-process and completed:
 

(in thousands, except cost PSF)

 

 

 

 

 

 

 

September 30, 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

 

2028

 

 

9,391

 

 

 

88

%

 

 

23

 

 

 

408

 

The Shops at SunVet

 

Long Island, NY

 

100%

 

Q2-2023

 

2027

 

 

92,863

 

 

 

86

%

 

 

170

 

 

 

546

 

The Shops at Stone Bridge

 

Cheshire, CT

 

100%

 

Q1-2024

 

2026

 

 

68,045

 

 

 

83

%

 

 

156

 

 

 

436

 

Jordan Ranch Market

 

Houston, TX

 

50%

 

Q3-2024

 

2027

 

 

23,006

 

 

 

56

%

 

 

81

 

 

 

284

 

Oakley Shops at Laurel Fields

 

Bay Area, CA

 

100%

 

Q3-2024

 

2027

 

 

35,814

 

 

 

76

%

 

 

78

 

 

 

459

 

The Village at Seven Pines

 

Jacksonville, FL

 

100%

 

Q3-2025

 

2028

 

 

112,302

 

 

 

13

%

 

 

239

 

 

 

470

 

Ellis Village Center (South)

 

Bay Area, CA

 

100%

 

Q3-2025

 

2028

 

 

29,660

 

 

 

4

%

 

 

49

 

 

 

605

 

Total Developments In-Process

 

 

 

 

 

 

 

$

371,081

 

 

 

54

%

 

 

796

 

 

 

466

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baybrook East - Phase 1B (4)

 

Houston, TX

 

50%

 

Q2-2022

 

2026

 

 

9,500

 

 

 

95

%

 

 

83

 

 

 

114

 

Total Developments Completed

 

 

 

 

 

 

 

$

9,500

 

 

 

95

%

 

 

83

 

 

 

114

 

(1) Estimated net development costs and GLA are reported based on Regency’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 Regency's pro-rata share of 50.0% as the project was completed prior to the purchase of its partner's remaining 50.0% ownership interest.

The following table summarizes our redevelopment projects in process and completed:
 

(in thousands, except cost PSF)

 

 

 

 

 

 

 

September 30, 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

 

 

 

69

%

Serramonte Center - Phase 3

 

San Francisco, CA

 

100%

 

Q2-2023

 

2026

 

 

36,989

 

 

 

46

%

Avenida Biscayne

 

Miami, FL

 

100%

 

Q4-2023

 

2026

 

 

22,122

 

 

 

77

%

Cambridge Square

 

Atlanta, GA

 

100%

 

Q4-2023

 

2026

 

 

13,027

 

 

 

92

%

Anastasia Plaza

 

Jacksonville, FL

 

100%

 

Q3-2024

 

2026

 

 

15,607

 

 

 

64

%

West Chester Plaza

 

Cincinnati, OH

 

100%

 

Q4-2024

 

2028

 

 

15,442

 

 

 

34

%

Willows Shopping Center

 

Bay Area, CA

 

100%

 

Q4-2024

 

2027

 

 

16,807

 

 

 

25

%

The Crossing Clarendon

 

Metro DC

 

100%

 

Q2-2025

 

2027

 

 

13,679

 

 

 

14

%

East Meadow Plaza - Phase 1

 

Long Island, NY

 

100%

 

Q3-2024

 

2026

 

 

11,736

 

 

 

63

%

East Meadow Plaza - Phase 2A

 

Long Island, NY

 

100%

 

Q3-2025

 

2027

 

 

15,969

 

 

 

12

%

Various Redevelopments

 

Various

 

Various

 

Various

 

Various

 

 

111,089

 

 

 

42

%

Total Redevelopments In-Process

 

 

 

 

 

 

 

$

296,992

 

 

 

48

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments Completed

 

 

 

 

 

 

 

 

 

 

 

 

Circle Marina Shops & Marketplace

 

Los Angeles, CA

 

100%

 

Q2-2022

 

2026

 

$

15,486

 

 

 

94

%

Various Properties

 

Various

 

Various

 

Various

 

Various

 

 

23,381

 

 

 

96

%

Total Redevelopments Completed

 

 

 

 

 

 

 

$

38,867

 

 

 

95

%

(1) Estimated net development costs are reported based on Regency’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.
 

 

49

 

Net cash used in financing activities:
Net cash flows provided by financing activities increased by $290.9 million during 2025, as follows:
 

 

Nine months ended September 30,

 

 

 

 

(in thousands)

2025

 

 

2024

 

 

Change

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Net proceeds from common stock issuances

$

49,162

 

 

 

—

 

 

 

49,162

 

Tax withholding on stock-based compensation

 

(6,783

)

 

 

(8,776

)

 

 

1,993

 

Common shares repurchased through share repurchase program

 

—

 

 

 

(200,066

)

 

 

200,066

 

Repurchase of exchangeable operating partnership units

 

(2,046

)

 

 

—

 

 

 

(2,046

)

Proceeds from sale of treasury stock

 

462

 

 

 

210

 

 

 

252

 

Contributions from noncontrolling interests

 

10,699

 

 

 

6,533

 

 

 

4,166

 

Distributions to and redemptions of noncontrolling interests

 

(37,175

)

 

 

(9,435

)

 

 

(27,740

)

Distributions to exchangeable operating partnership unit holders

 

(2,299

)

 

 

(2,215

)

 

 

(84

)

Dividends paid to common shareholders

 

(383,267

)

 

 

(368,999

)

 

 

(14,268

)

Dividends paid to preferred shareholders

 

(10,239

)

 

 

(10,239

)

 

 

-

 

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

 

510,000

 

 

 

527,419

 

 

 

(17,419

)

Repayment of unsecured credit facilities

 

(545,000

)

 

 

(649,419

)

 

 

104,419

 

Proceeds from notes payable

 

10,000

 

 

 

12,000

 

 

 

(2,000

)

Repayment of notes payable

 

(54,130

)

 

 

(110,862

)

 

 

56,732

 

Scheduled principal payments

 

(7,983

)

 

 

(8,716

)

 

 

733

 

Payment of financing costs

 

(3,839

)

 

 

(16,560

)

 

 

12,721

 

Net cash used in financing activities

$

(75,322

)

 

 

(366,265

)

 

 

290,943

 

Significant financing activities during the nine months ended September 30, 2025 and 2024, include the following:
• During 2025, we received $49.2 million in net proceeds upon settling forward sales agreements under our ATM program.

• The taxes withheld in conjunction with vesting of equity award plans to satisfy employee tax withholding requirements totaled $6.8 million and $8.8 million during 2025 and 2024, respectively.

• During 2024, we paid $200.0 million to repurchase 3,306,709 shares of our common stock under our Repurchase Program.

• During 2025, we paid $2.0 million for the redemption of exchangeable operating partnership units.

• During 2025, we received $10.7 million in contributions for the limited partners' share of development funding compared to $6.5 million in 2024.

• During 2025, we distributed $37.2 million to limited partners, including proceeds to redeem the non-controlling interest in two real estate partnerships. During 2024, we distributed $9.4 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.

• We paid $14.4 million more in dividends and exchangeable operating partnership unit distributions 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 received $397.1 million in proceeds from issuing unsecured public debt,

o We repaid a net $35.0 million on our Line,

o We received $10.0 million in proceeds from a mortgage refinancing,

o We paid $62.1 million for debt repayments, including:

▪ $54.1 million for repaying five mortgage loans at maturity, and

▪ $8.0 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 $734.9 million in proceeds including:

▪ $722.9 million from issuing unsecured public debt and

▪ $12.0 million from a mortgage refinancing,

50

 

o We repaid a net $122.0 million on our Line,

o We paid $119.6 million for debt repayments, including:

▪ $110.9 million for repaying three mortgage loans at maturity, and

▪ $8.7 million in principal mortgage payments.

o We paid $16.6 million in loan costs relating to the recast of the Line as well as the unsecured public debt offering.

Investments in Real Estate Partnerships
The following table is a summary of the unconsolidated combined assets and liabilities of our real estate partnerships and our Pro-rata share:

 

 

Combined

 

 

Regency's Share  (1)

 

(dollars in thousands)

 

September 30, 2025

 

 

December 31, 2024

 

 

September 30, 2025

 

 

December 31, 2024

 

Number of real estate partnerships

 

 

16

 

 

 

19

 

 

 

 

 

 

 

Regency's ownership

 

12% - 83%

 

 

12% - 83%

 

 

 

 

 

 

 

Number of properties

 

 

101

 

 

 

103

 

 

 

 

 

 

 

Assets

 

$

2,800,459

 

 

 

2,843,157

 

 

$

1,031,624

 

 

 

1,061,072

 

Liabilities

 

 

1,700,302

 

 

 

1,676,507

 

 

 

618,169

 

 

 

616,718

 

Equity

 

 

1,100,157

 

 

 

1,166,650

 

 

 

413,455

 

 

 

444,354

 

Basis difference

 

 

 

 

 

 

(45,618

)

 

 

(45,310

)

Investments in real estate partnerships

 

 

 

 

 

$

367,837

 

 

 

399,044

 

(1) Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of our investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our Consolidated Financial Statements.

Our equity method investments in real estate partnerships consist of the following:

(in thousands)

 

Regency's Ownership

 

September 30, 2025

 

 

December 31, 2024

 

GRI - Regency, LLC (GRIR) (1)

 

40%

 

$

134,279

 

 

 

136,972

 

Columbia Regency Partners II, LLC (Columbia II)

 

20%

 

 

60,745

 

 

 

63,024

 

Columbia Village District, LLC

 

30%

 

 

6,334

 

 

 

6,434

 

Individual Investors

 

 

 

 

 

 

 

 

Ballard Blocks

 

50%

 

 

58,362

 

 

 

59,596

 

Bloom on Third

 

35%

 

 

46,277

 

 

 

44,715

 

Others (2)(3)

 

12% - 83%

 

 

61,840

 

 

 

88,303

 

Total Investment in real estate partnerships

 

 

 

$

367,837

 

 

$

399,044

 

(1) Subsequent to the period ended September 30, 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 approximately $113 million, and assumed existing debt of approximately $10 million. The remaining six properties were distributed to the other partner.

(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 the property 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.

51

 

Notes Payable - Investments in Real Estate Partnerships
Scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows:

(in thousands)

 

September 30, 2025

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities

 

 

Total

 

 

Regency’s
Pro-Rata
Share

 

2025 (1)

 

$

1,946

 

 

 

68,734

 

 

 

—

 

 

 

70,680

 

 

 

28,127

 

2026

 

 

7,131

 

 

 

293,335

 

 

 

20,000

 

 

 

320,466

 

 

 

116,223

 

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

 

Beyond 5 Years

 

 

4,508

 

 

 

812,163

 

 

 

—

 

 

 

816,671

 

 

 

300,410

 

Net unamortized loan costs, debt premium / (discount)

 

 

—

 

 

 

(7,476

)

 

 

—

 

 

 

(7,476

)

 

 

(2,658

)

Total

 

$

27,840

 

 

 

1,535,225

 

 

 

20,000

 

 

 

1,583,065

 

 

 

574,268

 

(1) Reflects scheduled principal payments and maturities for the remainder of the year.

At September 30, 2025, our investments in real estate partnerships had notes payable of $1.6 billion maturing through 2034, of which 93.8% 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 6.7%, based on rates as of September 30, 2025. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $574.3 million as of September 30, 2025. As notes payable mature, they will be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated.
We are obligated to contribute our Pro-rata share to fund maturities if the loans are not refinanced, and we have the capacity to do so from existing cash balances, availability on our Line, and operating cash flows. We believe that our partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a real estate investment partner is unable to fund its share of the capital requirements of the real estate partnership, we 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 follows:

 

 

Three months ended September 30,

 

 

Nine months ended September 30,

 

(in thousands)

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Management, transaction, and other fees

 

$

6,640

 

 

 

6,765

 

 

$

20,471

 

 

 

19,896

 

 
Critical Accounting Estimates
There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
• Under the Line, we have a variable interest rate that, as of September 30, 2025, was based upon 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 September 30, 2025 the Adjusted SOFR plus the applicable margin of 0.685% was 4.965%.

52

 

• 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 access financing to repay 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 September 30, 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 September 30, 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 $0.3 million per year based on $30.0 million floating rate line of credit balance outstanding at September 30, 2025.
Further, the table below incorporates only those exposures that exist as of September 30, 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 September 30, 2025.

(dollars in thousands)

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

Thereafter

 

 

Total

 

 

Fair Value

 

Fixed rate debt (1)

 

$

269,160

 

 

 

360,686

 

 

 

757,610

 

 

 

360,305

 

 

 

527,739

 

 

 

2,672,491

 

 

 

4,947,991

 

 

 

4,813,613

 

Average interest rate for all fixed rate debt  (2)

 

 

4.19

%

 

 

4.21

%

 

 

4.33

%

 

 

4.32

%

 

 

4.54

%

 

 

4.79

%

 

 

 

 

 

 

Variable rate SOFR debt (1)

 

$

—

 

 

 

—

 

 

 

—

 

 

 

30,000

 

 

 

—

 

 

 

—

 

 

 

30,000

 

 

 

30,000

 

Average interest rate for all variable rate debt (2)

 

 

4.97

%

 

 

4.97

%

 

 

4.97

%

 

 

4.97

%

 

 

 

 

 

 

 

 

 

 

 

 

 
(1) Reflects amount of debt maturities during each of the years presented as of September 30, 2025. 2025 reflects amount of debt maturities for the remainder of the year.

(2) Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of September 30, 2025, was used to determine the average interest rate for all future periods.

53

 

Item 4. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
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 Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the period covered by this quarterly report on Form 10-Q 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.
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 September 30, 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.)
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 the Operating Partnership's disclosure controls and procedures were effective as of the end of the period covered by this quarterly report on Form 10-Q 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 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.
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 September 30, 2025 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.

54

 

 
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Note 13 — Commitments and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Item 3. "Legal Proceedings" of our 2024 Form 10-K.
Item 1A. Risk Factors
In addition to the information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2024 (“2024 Annual Report”) and the additional risk factor identified during 2025 detailed below:
Evolving political and economic events and uncertainties, including tariffs, retaliatory tariffs, international trade disputes, and immigration policies could adversely impact the businesses of our tenants and our business .
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by evolving political, economic, trade and immigration policies and macroeconomic uncertainties, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These issues include, but are not limited to, the potential for impacts from tariffs and potential trade disputes, retaliatory actions by other countries, inflation, the cost and availability of labor, including labor shortages related to deportations or threat of deportations, increasing energy prices and interest rates, supply chain disruptions, and access to and cost of credit. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, the current Middle East conflicts and wars, 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 uncertainties on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the three months ended September 30, 2025, we issued 2,743 shares of common stock of Regency Centers Corporation in connection with the redemption of common units of Regency Centers, L.P. in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)-(2) thereof.
In July 2025, the Operating Partnership issued 2,773,087 exchangeable operating partnership units to partially fund the acquisition of five operating properties. These units were issued pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended. No underwriting discounts or commissions were paid in connection with the issuance.

55

 

The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended September 30, 2025. No repurchases were made during the period, as reflected below:
 

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)

 

July 1 through July 31, 2025

 

 

—

 

 

$

—

 

 

 

—

 

 

$

250,000

 

August 1 through August 31, 2025

 

 

—

 

 

$

—

 

 

 

—

 

 

$

250,000

 

September 1 through September 30, 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) Our Board has authorized a common stock repurchase program under which we may purchase up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. This program will expire on June 30, 2026, unless modified, extended or earlier terminated by the Board in its discretion .

Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 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).

56

 

Item 6. Exhibits
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298 (Regency Centers Corporation) and No. 000-24763 (Regency Centers, L.P.).
 

Ex #

Description

 
 

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

 

 

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.

 
 

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)

 

*

Furnished, not filed.

 
 

57

 

SI GNATURES
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.
 

November 5, 2025

REGENCY CENTERS CORPORATION

 

By:

/s/ Michael J. Mas

 

 

Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

 

 

 

By:

/s/ Terah L. Devereaux

 

 

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

 

November 5, 2025

REGENCY CENTERS, L.P.

 

By:

Regency Centers Corporation, General Partner

 

 

 

 

By:

/s/ Michael J. Mas

 

 

Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

 

 

 

 

By:

/s/ Terah L. Devereaux

 

 

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

 

58