FULLTEXT DEL 2 AV 2
10-Q – 2025-11-05 – reg-20250930.htm
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