10-Q

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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 March 31, 2026
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 183,096,790 as of April 30, 2026.
 

 

 

EXPLANATORY NOTE
This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2026, 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 March 31, 2026, 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 is also the guarantor of the Parent Company's $200 million unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units.
Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of the general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.

 

 

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 March 31, 2026 and December 31, 2025

1

 

Consolidated Statements of Operations for the periods ended March 31, 2026 and 2025

2

 

Consolidated Statements of Comprehensive Income for the periods ended March 31, 2026 and 2025

3

 

Consolidated Statements of Equity for the periods ended March 31, 2026 and 2025

4

 

Consolidated Statements of Cash Flows for the periods ended March 31, 2026 and 2025

5

 

 

Regency Centers, L.P.:

 

 

Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025

7

 

Consolidated Statements of Operations for the periods ended March 31, 2026 and 2025

8

 

Consolidated Statements of Comprehensive Income for the periods ended March 31, 2026 and 2025

9

 

 

Consolidated Statements of Capital for the periods ended March 31, 2026 and 2025

10

 

 

 

Consolidated Statements of Cash Flows for the periods ended March 31, 2026 and 2025

11

 

 

Notes to Consolidated Financial Statements

13

 

Item 2.

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

27

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

44

 

Item 4.

Controls and Procedures

45

 

PART II - OTHER INFORMATION

 

 

Item 1.

Legal Proceedings

46

 

Item 1A.

Risk Factors

46

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

46

 

Item 3.

Defaults Upon Senior Securities

46

 

Item 4.

Mine Safety Disclosures

46

 

Item 5.

Other Information

47

 

Item 6.

Exhibits

48

 

SIGNATURES

49

 

 

 

PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
March 31, 2026 and December 31, 2025
(in thousands, except per share data)
 

 

 

2026

 

 

2025

 

Assets

 

(unaudited)

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost

 

$

14,657,529

 

 

 

14,561,924

 

Less: accumulated depreciation

 

 

3,352,228

 

 

 

3,267,728

 

Real estate assets, net

 

 

11,305,301

 

 

 

11,294,196

 

Investments in sales-type leases, net

 

 

16,788

 

 

 

16,727

 

Investments in real estate partnerships

 

 

358,620

 

 

 

349,856

 

Net real estate investments

 

 

11,680,709

 

 

 

11,660,779

 

Cash, cash equivalents, and restricted cash, including $ 4,462  and $ 16,004  of restricted cash at March 31, 2026 and December 31, 2025, respectively

 

 

145,560

 

 

 

120,661

 

Tenant and other receivables, net

 

 

267,639

 

 

 

273,862

 

Deferred leasing costs, less accumulated amortization of $ 140,264  and $ 138,391  at March 31, 2026 and December 31, 2025, respectively

 

 

99,462

 

 

 

97,253

 

Acquired lease intangible assets, less accumulated amortization of $ 431,633  and $ 421,433  at March 31, 2026 and December 31, 2025, respectively

 

 

244,876

 

 

 

254,201

 

Right of use assets, net

 

 

313,508

 

 

 

315,804

 

Other assets

 

 

294,730

 

 

 

278,723

 

Total assets

 

$

13,046,484

 

 

 

13,001,283

 

Liabilities and Equity

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable, net

 

$

4,973,934

 

 

 

4,619,301

 

Unsecured credit facility

 

 

30,000

 

 

 

120,000

 

Accounts payable and other liabilities

 

 

200,885

 

 

 

391,847

 

Acquired lease intangible liabilities, less accumulated amortization of $ 249,699  and $ 243,040  at March 31, 2026 and December 31, 2025, respectively

 

 

352,202

 

 

 

356,454

 

Lease liabilities

 

 

241,012

 

 

 

242,368

 

Tenants' security, escrow deposits and prepaid rent

 

 

83,544

 

 

 

89,707

 

Total liabilities

 

 

5,881,577

 

 

 

5,819,677

 

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 March 31, 2026 and December 31, 2025

 

 

225,000

 

 

 

225,000

 

Common stock $ 0.01  par value per share, 220,000,000  shares authorized; 183,088,061  and 182,902,234  shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively

 

 

1,831

 

 

 

1,829

 

Treasury stock at cost, 501,159  and 494,307  shares held at March 31, 2026 and December 31, 2025, respectively

 

 

( 32,207

)

 

 

( 31,075

)

Additional paid-in-capital

 

 

8,702,768

 

 

 

8,704,138

 

Accumulated other comprehensive loss

 

 

( 2,687

)

 

 

( 4,220

)

Distributions in excess of net income

 

 

( 2,001,870

)

 

 

( 1,988,782

)

Total shareholders' equity

 

 

6,892,835

 

 

 

6,906,890

 

Noncontrolling interests:

 

 

 

 

 

 

Exchangeable operating partnership units, aggregate redemption value of $ 290,397  and $ 264,950  at March 31, 2026 and December 31, 2025, respectively

 

 

144,705

 

 

 

144,940

 

Limited partners' interests in consolidated partnerships

 

 

127,367

 

 

 

129,776

 

Total noncontrolling interests

 

 

272,072

 

 

 

274,716

 

Total equity

 

 

7,164,907

 

 

 

7,181,606

 

Total liabilities and equity

 

$

13,046,484

 

 

 

13,001,283

 

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

1

 

REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the periods ended March 31, 2026, and 2025
(in thousands, except per share data)
(unaudited)
 

 

Three months ended March 31,

 

 

2026

 

 

2025

 

Revenues:

 

 

 

 

 

Lease income

$

402,613

 

 

 

371,079

 

Other property income

 

2,907

 

 

 

3,021

 

Management, transaction, and other fees

 

6,933

 

 

 

6,812

 

Total revenues

 

412,453

 

 

 

380,912

 

Operating expenses:

 

 

 

 

 

Depreciation and amortization

 

106,422

 

 

 

96,774

 

Property operating expense

 

73,300

 

 

 

68,459

 

Real estate taxes

 

51,410

 

 

 

46,360

 

General and administrative

 

25,606

 

 

 

21,600

 

Other operating expenses

 

1,001

 

 

 

1,688

 

Total operating expenses

 

257,739

 

 

 

234,881

 

Other expense, net:

 

 

 

 

 

Interest expense, net

 

52,185

 

 

 

48,013

 

Gain on sale of real estate, net of tax

 

( 7,194

)

 

 

( 101

)

Net investment (income) expense

 

( 695

)

 

 

761

 

Total other expense, net

 

44,296

 

 

 

48,673

 

Income before equity in income of investments in real estate partnerships

 

110,418

 

 

 

97,358

 

Equity in income of investments in real estate partnerships

 

22,380

 

 

 

14,495

 

Net income

 

132,798

 

 

 

111,853

 

Noncontrolling interests:

 

 

 

 

 

Exchangeable operating partnership units

 

( 2,617

)

 

 

( 642

)

Limited partners' interests in consolidated partnerships

 

( 1,632

)

 

 

( 1,624

)

Net income attributable to noncontrolling interests

 

( 4,249

)

 

 

( 2,266

)

Net income attributable to the Company

 

128,549

 

 

 

109,587

 

Preferred stock dividends

 

( 3,413

)

 

 

( 3,413

)

Net income attributable to common shareholders

$

125,136

 

 

 

106,174

 

 

 

 

 

 

 

Net income attributable to common shareholders:

 

 

 

 

 

Per common share - basic

$

0.68

 

 

 

0.59

 

Per common share - diluted

$

0.68

 

 

 

0.58

 

 
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 March 31, 2026, and 2025
(in thousands)
(unaudited)
 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Net income

 

$

132,798

 

 

 

111,853

 

Other comprehensive income (loss):

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

2,178

 

 

 

( 2,648

)

Reclassification adjustment of derivative instruments included in net income

 

 

( 465

)

 

 

( 1,745

)

Unrealized (loss) gain on available-for-sale debt securities

 

 

( 77

)

 

 

194

 

Other comprehensive income (loss)

 

 

1,636

 

 

 

( 4,199

)

Comprehensive income

 

 

134,434

 

 

 

107,654

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

4,249

 

 

 

2,266

 

Other comprehensive income (loss) attributable to noncontrolling interests

 

 

103

 

 

 

( 258

)

Comprehensive income attributable to noncontrolling interests

 

 

4,352

 

 

 

2,008

 

Comprehensive income attributable to the Company

 

$

130,082

 

 

 

105,646

 

 
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 March 31, 2026 and 2025
(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, 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

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

109,587

 

 

 

109,587

 

 

 

642

 

 

 

1,624

 

 

 

2,266

 

 

 

111,853

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassification

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 2,289

)

 

 

—

 

 

 

( 2,289

)

 

 

( 20

)

 

 

( 145

)

 

 

( 165

)

 

 

( 2,454

)

Amounts reclassified from accumulated other comprehensive loss

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 1,652

)

 

 

—

 

 

 

( 1,652

)

 

 

( 8

)

 

 

( 85

)

 

 

( 93

)

 

 

( 1,745

)

Adjustment for noncontrolling interests

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,210

 

 

 

—

 

 

 

—

 

 

 

2,210

 

 

 

( 2,210

)

 

 

—

 

 

 

( 2,210

)

 

 

—

 

Deferred compensation plan, net

 

 

—

 

 

 

—

 

 

 

( 1,088

)

 

 

1,088

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Amortization of equity awards

 

 

—

 

 

 

1

 

 

 

—

 

 

 

5,547

 

 

 

—

 

 

 

—

 

 

 

5,548

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,548

 

Tax withholding on stock-based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 6,760

)

 

 

—

 

 

 

—

 

 

 

( 6,760

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 6,760

)

Common stock issued under dividend reinvestment plan

 

 

—

 

 

 

—

 

 

 

—

 

 

 

177

 

 

 

—

 

 

 

—

 

 

 

177

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

177

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

2,210

 

 

 

2,977

 

 

 

5,187

 

 

 

5,187

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,510

)

 

 

( 3,510

)

 

 

( 3,510

)

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,413

)

 

 

( 3,413

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,413

)

Common stock/unit

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 127,976

)

 

 

( 127,976

)

 

 

( 774

)

 

 

—

 

 

 

( 774

)

 

 

( 128,750

)

Balance at March 31, 2025

 

$

225,000

 

 

 

1,815

 

 

 

( 29,133

)

 

 

8,505,489

 

 

 

( 1,715

)

 

 

( 2,001,878

)

 

 

6,699,578

 

 

 

40,584

 

 

 

136,278

 

 

 

176,862

 

 

 

6,876,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

$

225,000

 

 

 

1,829

 

 

 

( 31,075

)

 

 

8,704,138

 

 

 

( 4,220

)

 

 

( 1,988,782

)

 

 

6,906,890

 

 

 

144,940

 

 

 

129,776

 

 

 

274,716

 

 

 

7,181,606

 

Net income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

128,549

 

 

 

128,549

 

 

 

2,617

 

 

 

1,632

 

 

 

4,249

 

 

 

132,798

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,955

 

 

 

—

 

 

 

1,955

 

 

 

43

 

 

 

103

 

 

 

146

 

 

 

2,101

 

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 422

)

 

 

—

 

 

 

( 422

)

 

 

2

 

 

 

( 45

)

 

 

( 43

)

 

 

( 465

)

Deferred compensation plan, net

 

 

—

 

 

 

—

 

 

 

( 1,132

)

 

 

1,129

 

 

 

—

 

 

 

—

 

 

 

( 3

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3

)

Amortization of equity awards

 

 

—

 

 

 

2

 

 

 

—

 

 

 

5,980

 

 

 

—

 

 

 

—

 

 

 

5,982

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

5,982

 

Tax withholding on stock-based compensation

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 8,672

)

 

 

—

 

 

 

—

 

 

 

( 8,672

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 8,672

)

Common stock issued under dividend reinvestment plan

 

 

—

 

 

 

—

 

 

 

—

 

 

 

193

 

 

 

—

 

 

 

—

 

 

 

193

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

193

 

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

237

 

 

 

237

 

 

 

237

 

Distributions to partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 4,336

)

 

 

( 4,336

)

 

 

( 4,336

)

Dividends declared:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,413

)

 

 

( 3,413

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 3,413

)

Common stock/unit

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

( 138,224

)

 

 

( 138,224

)

 

 

( 2,897

)

 

 

—

 

 

 

( 2,897

)

 

 

( 141,121

)

Balance at March 31, 2026

 

$

225,000

 

 

 

1,831

 

 

 

( 32,207

)

 

 

8,702,768

 

 

 

( 2,687

)

 

 

( 2,001,870

)

 

 

6,892,835

 

 

 

144,705

 

 

 

127,367

 

 

 

272,072

 

 

 

7,164,907

 

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

4

 

REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the periods ended March 31, 2026, and 2025
(in thousands)
(unaudited)
 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

132,798

 

 

 

111,853

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

106,422

 

 

 

96,774

 

Amortization of deferred financing costs and debt premiums

 

 

3,979

 

 

 

3,334

 

Amortization of above and below market lease intangibles, net

 

 

( 5,051

)

 

 

( 6,215

)

Stock-based compensation, net of capitalization

 

 

5,279

 

 

 

4,966

 

Equity in income of investments in real estate partnerships

 

 

( 22,380

)

 

 

( 14,495

)

Gain on sale of real estate, net of tax

 

 

( 7,194

)

 

 

( 101

)

Distribution of earnings from investments in real estate partnerships

 

 

16,149

 

 

 

16,076

 

Deferred compensation expense (income)

 

 

766

 

 

 

( 521

)

Realized and unrealized (gain) loss on investments

 

 

( 682

)

 

 

686

 

Changes in assets and liabilities:

 

 

 

 

 

 

Tenant and other receivables

 

 

5,646

 

 

 

9,051

 

Deferred leasing costs

 

 

( 5,299

)

 

 

( 1,748

)

Other assets

 

 

( 25,405

)

 

 

( 16,176

)

Accounts payable and other liabilities

 

 

( 45,946

)

 

 

( 43,735

)

Tenants' security, escrow deposits and prepaid rent

 

 

( 6,353

)

 

 

1,282

 

Net cash provided by operating activities

 

 

152,729

 

 

 

161,031

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $ 787  in 2025

 

 

( 21,478

)

 

 

( 83,232

)

Real estate development and capital improvements

 

 

( 105,071

)

 

 

( 101,386

)

Proceeds from sale of real estate

 

 

11,830

 

 

 

—

 

Proceeds from property insurance casualty claims

 

 

3,281

 

 

 

—

 

Collection of notes receivable

 

 

1,069

 

 

 

120

 

Investments in real estate partnerships

 

 

( 22,839

)

 

 

( 230

)

Return of capital from investments in real estate partnerships

 

 

34,679

 

 

 

—

 

Dividends on investment securities

 

 

1,555

 

 

 

988

 

Purchase of investment securities

 

 

( 3,135

)

 

 

( 2,233

)

Proceeds from sale of investment securities

 

 

5,182

 

 

 

5,825

 

Net cash used in investing activities

 

 

( 94,927

)

 

 

( 180,148

)

 

5

 

 
 
 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Cash flows from financing activities:

 

 

 

 

 

 

Tax withholding on stock-based compensation

 

 

( 8,672

)

 

 

( 6,760

)

Proceeds from sale of treasury stock

 

 

8

 

 

 

462

 

Contributions from noncontrolling interests

 

 

237

 

 

 

2,977

 

Distributions to and redemptions of noncontrolling interests

 

 

( 4,336

)

 

 

( 3,510

)

Distributions to exchangeable operating partnership unit holders

 

 

( 2,898

)

 

 

( 773

)

Dividends paid to common shareholders

 

 

( 275,915

)

 

 

( 127,684

)

Dividends paid to preferred shareholders

 

 

( 3,413

)

 

 

( 3,413

)

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

 

 

447,192

 

 

 

—

 

Proceeds from unsecured credit facilities

 

 

255,000

 

 

 

280,000

 

Repayment of unsecured credit facilities

 

 

( 345,000

)

 

 

( 80,000

)

Proceeds from notes payable

 

 

—

 

 

 

10,000

 

Repayment of notes payable

 

 

( 88,000

)

 

 

( 32,787

)

Scheduled principal payments

 

 

( 3,207

)

 

 

( 2,548

)

Payment of financing costs

 

 

( 3,899

)

 

 

( 194

)

Net cash (used in) provided by financing activities

 

 

( 32,903

)

 

 

35,770

 

Net increase in cash and cash equivalents and restricted cash

 

 

24,899

 

 

 

16,653

 

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

 

 

120,661

 

 

 

61,884

 

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

 

$

145,560

 

 

 

78,537

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $ 2,713  and $ 2,112  in 2026 and 2025, respectively)

 

$

80,288

 

 

 

64,540

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

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

 

$

5,376

 

 

 

131,020

 

Acquisition of operating real estate:

 

 

 

 

 

 

Acquired lease intangible assets

 

$

2,245

 

 

 

9,725

 

Notes payable assumed in acquisition, at fair value

 

$

—

 

 

 

40,060

 

Intangible liabilities, Accounts payable and other liabilities

 

$

2,272

 

 

 

18,957

 

Acquisition of previously unconsolidated real estate investments:

 

 

 

 

 

 

Acquired lease intangible assets

 

$

1,329

 

 

 

4,308

 

Notes payable assumed in acquisition, at fair value

 

$

—

 

 

 

16,749

 

Intangible liabilities, Accounts payable and other liabilities

 

$

1,258

 

 

 

1,119

 

Change in accrued capital expenditures

 

$

7,823

 

 

 

13,144

 

Contributions to investments in real estate partnerships

 

$

14,045

 

 

 

257

 

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

6

 

REGENCY CENTERS, L.P.
Consolidated Balance Sheets
March 31, 2026 and December 31, 2025
(in thousands, except unit data)
 

 

 

2026

 

 

2025

 

Assets

 

(unaudited)

 

 

 

 

Net real estate investments:

 

 

 

 

 

 

Real estate assets, at cost

 

$

14,657,529

 

 

 

14,561,924

 

Less: accumulated depreciation

 

 

3,352,228

 

 

 

3,267,728

 

Real estate assets, net

 

 

11,305,301

 

 

 

11,294,196

 

Investments in sales-type leases, net

 

 

16,788

 

 

 

16,727

 

Investments in real estate partnerships

 

 

358,620

 

 

 

349,856

 

Net real estate investments

 

 

11,680,709

 

 

 

11,660,779

 

Cash, cash equivalents, and restricted cash, including $ 4,462  and $ 16,004  of restricted cash at March 31, 2026 and December 31, 2025, respectively

 

 

145,560

 

 

 

120,661

 

Tenant and other receivables, net

 

 

267,639

 

 

 

273,862

 

Deferred leasing costs, less accumulated amortization of $ 140,264  and $ 138,391  at March 31, 2026 and December 31, 2025, respectively

 

 

99,462

 

 

 

97,253

 

Acquired lease intangible assets, less accumulated amortization of $ 431,633  and $ 421,433  at March 31, 2026 and December 31, 2025, respectively

 

 

244,876

 

 

 

254,201

 

Right of use assets, net

 

 

313,508

 

 

 

315,804

 

Other assets

 

 

294,730

 

 

 

278,723

 

Total assets

 

$

13,046,484

 

 

 

13,001,283

 

Liabilities and Capital

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

Notes payable, net

 

$

4,973,934

 

 

 

4,619,301

 

Unsecured credit facility

 

 

30,000

 

 

 

120,000

 

Accounts payable and other liabilities

 

 

200,885

 

 

 

391,847

 

Acquired lease intangible liabilities, less accumulated amortization of $ 249,699  and $ 243,040  at March 31, 2026 and December 31, 2025, respectively

 

 

352,202

 

 

 

356,454

 

Lease liabilities

 

 

241,012

 

 

 

242,368

 

Tenants' security, escrow deposits and prepaid rent

 

 

83,544

 

 

 

89,707

 

Total liabilities

 

 

5,881,577

 

 

 

5,819,677

 

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 March 31, 2026 and December 31, 2025

 

 

225,000

 

 

 

225,000

 

General partner's common units, 183,088,061  and 182,902,234  units issued and outstanding at March 31, 2026 and December 31, 2025, respectively

 

 

6,670,522

 

 

 

6,686,110

 

Limited partners' common units, 3,838,188  and 3,838,188  units issued and outstanding at March 31, 2026 and December 31, 2025 respectively

 

 

144,705

 

 

 

144,940

 

Accumulated other comprehensive loss

 

 

( 2,687

)

 

 

( 4,220

)

Total partners' capital

 

 

7,037,540

 

 

 

7,051,830

 

Noncontrolling interest: Limited partners' interests in consolidated partnerships

 

 

127,367

 

 

 

129,776

 

Total capital

 

 

7,164,907

 

 

 

7,181,606

 

Total liabilities and capital

 

$

13,046,484

 

 

 

13,001,283

 

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

7

 

REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the periods ended March 31, 2026, and 2025
(in thousands, except per unit data)
(unaudited)
 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Revenues:

 

 

 

 

 

 

Lease income

 

$

402,613

 

 

 

371,079

 

Other property income

 

 

2,907

 

 

 

3,021

 

Management, transaction, and other fees

 

 

6,933

 

 

 

6,812

 

Total revenues

 

 

412,453

 

 

 

380,912

 

Operating expenses:

 

 

 

 

 

 

Depreciation and amortization

 

 

106,422

 

 

 

96,774

 

Property operating expense

 

 

73,300

 

 

 

68,459

 

Real estate taxes

 

 

51,410

 

 

 

46,360

 

General and administrative

 

 

25,606

 

 

 

21,600

 

Other operating expenses

 

 

1,001

 

 

 

1,688

 

Total operating expenses

 

 

257,739

 

 

 

234,881

 

Other expense, net:

 

 

 

 

 

 

Interest expense, net

 

 

52,185

 

 

 

48,013

 

Gain on sale of real estate, net of tax

 

 

( 7,194

)

 

 

( 101

)

Net investment (income) expense

 

 

( 695

)

 

 

761

 

Total other expense, net

 

 

44,296

 

 

 

48,673

 

Income before equity in income of investments in real estate partnerships

 

 

110,418

 

 

 

97,358

 

Equity in income of investments in real estate partnerships

 

 

22,380

 

 

 

14,495

 

Net income

 

 

132,798

 

 

 

111,853

 

Limited partners' interests in consolidated partnerships

 

 

( 1,632

)

 

 

( 1,624

)

Net income attributable to the Partnership

 

 

131,166

 

 

 

110,229

 

Preferred unit distributions

 

 

( 3,413

)

 

 

( 3,413

)

Net income attributable to common unit holders

 

$

127,753

 

 

 

106,816

 

 

 

 

 

 

 

 

Net income attributable to common unit holders:

 

 

 

 

 

 

Per common unit - basic

 

$

0.68

 

 

 

0.59

 

Per common unit - diluted

 

$

0.68

 

 

 

0.58

 

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

8

 

REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the periods ended March 31, 2026, and 2025
(in thousands)
(unaudited)
 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Net income

 

$

132,798

 

 

 

111,853

 

Other comprehensive income (loss):

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments:

 

 

 

 

 

 

Effective portion of change in fair value of derivative instruments

 

 

2,178

 

 

 

( 2,648

)

Reclassification adjustment of derivative instruments included in net income

 

 

( 465

)

 

 

( 1,745

)

Unrealized (loss) gain on available-for-sale debt securities

 

 

( 77

)

 

 

194

 

Other comprehensive income (loss)

 

 

1,636

 

 

 

( 4,199

)

Comprehensive income

 

 

134,434

 

 

 

107,654

 

Less: comprehensive income attributable to noncontrolling interests:

 

 

 

 

 

 

Net income attributable to noncontrolling interests

 

 

1,632

 

 

 

1,624

 

Other comprehensive income (loss) attributable to noncontrolling interests

 

 

58

 

 

 

( 230

)

Comprehensive income attributable to noncontrolling interests

 

 

1,690

 

 

 

1,394

 

Comprehensive income attributable to the Partnership

 

$

132,744

 

 

 

106,260

 

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

9

 

REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the three months ended March 31, 2026 and 2025
(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, 2024

 

$

6,721,920

 

 

 

40,744

 

 

 

2,226

 

 

 

6,764,890

 

 

 

135,417

 

 

 

6,900,307

 

Net income

 

 

109,587

 

 

 

642

 

 

 

—

 

 

 

110,229

 

 

 

1,624

 

 

 

111,853

 

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss before reclassification

 

 

—

 

 

 

( 20

)

 

 

( 2,289

)

 

 

( 2,309

)

 

 

( 145

)

 

 

( 2,454

)

Amounts reclassified from accumulated other comprehensive loss

 

 

—

 

 

 

( 8

)

 

 

( 1,652

)

 

 

( 1,660

)

 

 

( 85

)

 

 

( 1,745

)

Adjustment for noncontrolling interests in the Operating Partnership

 

 

2,210

 

 

 

( 2,210

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Contributions from partners

 

 

—

 

 

 

2,210

 

 

 

—

 

 

 

2,210

 

 

 

2,977

 

 

 

5,187

 

Distributions to partners

 

 

( 127,976

)

 

 

( 774

)

 

 

—

 

 

 

( 128,750

)

 

 

( 3,510

)

 

 

( 132,260

)

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

 

 

5,548

 

 

 

—

 

 

 

—

 

 

 

5,548

 

 

 

—

 

 

 

5,548

 

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

 

 

( 6,583

)

 

 

—

 

 

 

—

 

 

 

( 6,583

)

 

 

—

 

 

 

( 6,583

)

Balance at March 31, 2025

 

$

6,701,293

 

 

 

40,584

 

 

 

( 1,715

)

 

 

6,740,162

 

 

 

136,278

 

 

 

6,876,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2025

 

$

6,911,110

 

 

 

144,940

 

 

 

( 4,220

)

 

 

7,051,830

 

 

 

129,776

 

 

 

7,181,606

 

Net income

 

 

128,549

 

 

 

2,617

 

 

 

—

 

 

 

131,166

 

 

 

1,632

 

 

 

132,798

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income before reclassification

 

 

—

 

 

 

43

 

 

 

1,955

 

 

 

1,998

 

 

 

103

 

 

 

2,101

 

Amounts reclassified from accumulated other comprehensive income

 

 

—

 

 

 

2

 

 

 

( 422

)

 

 

( 420

)

 

 

( 45

)

 

 

( 465

)

Deferred compensation plan, net

 

 

( 3

)

 

 

—

 

 

 

—

 

 

 

( 3

)

 

 

—

 

 

 

( 3

)

Contributions from partners

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

237

 

 

 

237

 

Distributions to partners

 

 

( 138,224

)

 

 

( 2,897

)

 

 

—

 

 

 

( 141,121

)

 

 

( 4,336

)

 

 

( 145,457

)

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

 

 

5,982

 

 

 

—

 

 

 

—

 

 

 

5,982

 

 

 

—

 

 

 

5,982

 

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

 

 

( 8,479

)

 

 

—

 

 

 

—

 

 

 

( 8,479

)

 

 

—

 

 

 

( 8,479

)

Balance at March 31, 2026

 

$

6,895,522

 

 

 

144,705

 

 

 

( 2,687

)

 

 

7,037,540

 

 

 

127,367

 

 

 

7,164,907

 

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

10

 

REGENCY CENTERS, L.P.
Consolidated Statem ents of Cash Flows
For the periods ended March 31, 2026, and 2025
(in thousands)
(unaudited)
 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

132,798

 

 

 

111,853

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

106,422

 

 

 

96,774

 

Amortization of deferred financing costs and debt premiums

 

 

3,979

 

 

 

3,334

 

Amortization of above and below market lease intangibles, net

 

 

( 5,051

)

 

 

( 6,215

)

Stock-based compensation, net of capitalization

 

 

5,279

 

 

 

4,966

 

Equity in income of investments in real estate partnerships

 

 

( 22,380

)

 

 

( 14,495

)

Gain on sale of real estate, net of tax

 

 

( 7,194

)

 

 

( 101

)

Distribution of earnings from investments in real estate partnerships

 

 

16,149

 

 

 

16,076

 

Deferred compensation expense (income)

 

 

766

 

 

 

( 521

)

Realized and unrealized (gain) loss on investments

 

 

( 682

)

 

 

686

 

Changes in assets and liabilities:

 

 

 

 

 

 

Tenant and other receivables

 

 

5,646

 

 

 

9,051

 

Deferred leasing costs

 

 

( 5,299

)

 

 

( 1,748

)

Other assets

 

 

( 25,405

)

 

 

( 16,176

)

Accounts payable and other liabilities

 

 

( 45,946

)

 

 

( 43,735

)

Tenants' security, escrow deposits and prepaid rent

 

 

( 6,353

)

 

 

1,282

 

Net cash provided by operating activities

 

 

152,729

 

 

 

161,031

 

Cash flows from investing activities:

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $ 787  in 2025

 

 

( 21,478

)

 

 

( 83,232

)

Real estate development and capital improvements

 

 

( 105,071

)

 

 

( 101,386

)

Proceeds from sale of real estate

 

 

11,830

 

 

 

—

 

Proceeds from property insurance casualty claims

 

 

3,281

 

 

 

—

 

Collection of notes receivable

 

 

1,069

 

 

 

120

 

Investments in real estate partnerships

 

 

( 22,839

)

 

 

( 230

)

Return of capital from investments in real estate partnerships

 

 

34,679

 

 

 

—

 

Dividends on investment securities

 

 

1,555

 

 

 

988

 

Acquisition of investment securities

 

 

( 3,135

)

 

 

( 2,233

)

Proceeds from sale of investment securities

 

 

5,182

 

 

 

5,825

 

Net cash used in investing activities

 

 

( 94,927

)

 

 

( 180,148

)

 

11

 

 
 
 
 

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Cash flows from financing activities:

 

 

 

 

 

 

Tax withholding on stock-based compensation

 

 

( 8,672

)

 

 

( 6,760

)

Proceeds from sale of treasury stock

 

 

8

 

 

 

462

 

Contributions from noncontrolling interests

 

 

237

 

 

 

2,977

 

Distributions to and redemptions of noncontrolling interests

 

 

( 4,336

)

 

 

( 3,510

)

Distributions to partners

 

 

( 278,813

)

 

 

( 128,457

)

Dividends paid to preferred unit holders

 

 

( 3,413

)

 

 

( 3,413

)

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

 

 

447,192

 

 

 

—

 

Proceeds from unsecured credit facilities

 

 

255,000

 

 

 

280,000

 

Repayment of unsecured credit facilities

 

 

( 345,000

)

 

 

( 80,000

)

Proceeds from notes payable

 

 

—

 

 

 

10,000

 

Repayment of notes payable

 

 

( 88,000

)

 

 

( 32,787

)

Scheduled principal payments

 

 

( 3,207

)

 

 

( 2,548

)

Payment of financing costs

 

 

( 3,899

)

 

 

( 194

)

Net cash (used in) provided by financing activities

 

 

( 32,903

)

 

 

35,770

 

Net increase in cash and cash equivalents and restricted cash

 

 

24,899

 

 

 

16,653

 

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

 

 

120,661

 

 

 

61,884

 

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

 

$

145,560

 

 

 

78,537

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest (net of capitalized interest of $ 2,713  and $ 2,112  in 2026 and 2025, respectively)

 

$

80,288

 

 

 

64,540

 

Supplemental disclosure of non-cash transactions:

 

 

 

 

 

 

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

 

$

5,376

 

 

 

131,020

 

Acquisition of operating real estate:

 

 

 

 

 

 

Acquired lease intangible assets

 

$

2,245

 

 

 

9,725

 

Notes payable assumed in acquisition, at fair value

 

$

—

 

 

 

40,060

 

Intangible liabilities, Accounts payable and other liabilities

 

$

2,272

 

 

 

18,957

 

Acquisition of previously unconsolidated real estate investments:

 

 

 

 

 

 

Acquired lease intangible assets

 

$

1,329

 

 

 

4,308

 

Notes payable assumed in acquisition, at fair value

 

$

—

 

 

 

16,749

 

Intangible liabilities, Accounts payable and other liabilities

 

$

1,258

 

 

 

1,119

 

Change in accrued capital expenditures

 

$

7,823

 

 

 

13,144

 

Contributions to investments in real estate partnerships

 

$

14,045

 

 

 

257

 

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

12

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

 

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 guaranteed by the Operating Partnership, which the Company plans to payoff at maturity in 2026. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.
As of March 31, 2026, th e Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 392 properties and held partial interests in an additional 89 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, 2025 (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 uncertainty, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other countries), entry into and termination of treaties and trade agreements, and economic sanctions. Additionally, geopolitical and macroeconomic challenges, including the wars involving Russia and Ukraine, the U.S. and Iran, other conflicts and instability in the Middle East and in other parts of the world, 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.

13

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

Investment Risk Concentrations
As of March 31, 2026, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR") . As of March 31, 2026, 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 New York-Newark-Jersey City core-based statistical area accounted for 24.8 % , 19.7 % and 12.8 % of ABR, respectively. As a result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather, natural disasters or economic events that may impact these locations. None of 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 March 31, 2026, 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 March 31, 2026, the Company held partial ownership interests in 107 properties through various real estate partnerships, of which 18 are consolidated partnerships. 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.
 

14

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

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)

 

March 31, 2026

 

 

December 31, 2025

 

Assets

 

 

 

 

 

 

Real estate assets, net

 

$

339,321

 

 

 

332,759

 

Cash, cash equivalents and restricted cash

 

 

18,158

 

 

 

21,890

 

Tenant and other receivables, net

 

 

7,533

 

 

 

7,614

 

Deferred costs, net

 

 

6,607

 

 

 

6,715

 

Acquired lease intangible assets, net

 

 

4,067

 

 

 

4,328

 

Right of use assets, net

 

 

17,535

 

 

 

17,656

 

Other assets

 

 

1,241

 

 

 

775

 

Total Assets

 

$

394,462

 

 

 

391,737

 

Liabilities

 

 

 

 

 

 

Notes payable

 

$

23,692

 

 

 

23,771

 

Accounts payable and other liabilities

 

 

10,063

 

 

 

12,758

 

Acquired lease intangible liabilities, net

 

 

10,030

 

 

 

10,119

 

Tenants' security, escrow deposits and prepaid rent

 

 

1,060

 

 

 

960

 

Lease liabilities

 

 

19,608

 

 

 

19,559

 

Total Liabilities

 

$

64,453

 

 

 

67,167

 

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 March 31,

 

(in thousands)

 

Timing of satisfaction of performance obligations

 

2026

 

 

2025

 

Management, transaction, and other fees:

 

 

 

 

 

 

 

 

Property management services

 

Over time

 

$

4,082

 

 

 

4,110

 

Asset management services

 

Over time

 

 

1,775

 

 

 

1,717

 

Leasing services

 

Point in time

 

 

828

 

 

 

872

 

Other transaction fees

 

Point in time

 

 

248

 

 

 

113

 

Total management, transaction, and other fees

 

 

 

$

6,933

 

 

 

6,812

 

The accounts receivable for total management, transactions, and other fees, which are included within Tenant and other receivables, net in the accompanying Consolidated Balance Sheets, are $ 16.5 million and $ 17.8 million , as of March 31, 2026 and December 31, 2025 , respectively.

15

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

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

Standard

Description

Effective date

Effect on the financial statements or other significant matters

Recently issued:

 

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
 
ASU 2025-01, Income Statement - Reporting Comprehensive, Income -Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date

 

ASU 2024-03 requires public business entities to provide additional disclosures that disaggregate certain income statement expense captions into specified categories. The ASU does not impact the presentation of expenses on the face of the income statement but requires additional footnote disclosures to provide users of the financial statements with greater insight into the nature and composition of reported expenses.

 

Fiscal years beginning January 1, 2027, and interim periods for fiscal years beginning January 1, 2028; Early adoption permitted.

 

The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. While the adoption of this standard is not expected to have a material impact on the financial position or results of operations, it will require enhanced footnote disclosures related to the disaggregation of income statement expenses.

 

ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
 

 

ASU 2025-03 clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.

 

January 1, 2027; Early adoption is permitted.

 

The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company's financial position or results of operations.
 

 

ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
 

 

ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs and makes targeted improvements for accounting for internally developed software to be sold or marketed externally.

 

January 1, 2028; Early adoption is permitted.

 

The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company’s financial position or results of operations.
 

 

 

16

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

 

2.

Real Estate Investments

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

(in thousands)

Three months ended March 31, 2026

 

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)

 

1/1/2026

Haddon Commons (2)

Westmont, NJ

Operating

100 %

$

10,500

 

 

 

—

 

 

 

1,329

 

 

 

1,217

 

1/28/2026

Crystal Brook Corner

Brookhaven, NY

Redevelopment

100 %

 

30,000

 

 

 

—

 

 

 

2,245

 

 

 

2,068

 

Total property acquisitions

 

 

 

$

40,500

 

 

 

—

 

 

 

3,574

 

 

 

3,285

 

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

(2) This property was held within an unconsolidated real estate partnership, in which the Company held a 40 % interest. Effective January 1, 2026, the Company purchased its partner's remaining 60 % ownership interest in this property. Upon acquisition, this property was consolidated into Regency's financial statements.

 

(in thousands)

Three months ended March 31, 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)

 

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

 

Total property acquisitions

 

 

 

$

153,700

 

 

 

56,809

 

 

 

14,033

 

 

 

19,054

 

(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.

Property Dispositions

 
The following table provides a summary of consolidated operating properties and land parcels sold during the current period:
 

 

Three months ended March 31,

 

(in thousands, except number sold data)

2026

 

Net proceeds from sale of real estate investments

$

11,830

 

Gain on sale of real estate, net of tax

 

7,194

 

Number of land parcels sold

 

2

 

Percent interest sold

100 %

 

 
There were no property dispositions during the three months ended March 31, 2025.

 

17

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

 
 

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)

 

March 31, 2026

 

 

December 31, 2025

 

Goodwill

 

$

166,739

 

 

 

166,739

 

Investments

 

 

48,397

 

 

 

51,373

 

Prepaid and other

 

 

49,149

 

 

 

34,575

 

Derivative assets

 

 

6,989

 

 

 

6,778

 

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

 

 

17,679

 

 

 

12,728

 

Deferred financing costs, net

 

 

5,777

 

 

 

6,530

 

Total other assets

 

$

294,730

 

 

 

278,723

 

 
 

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

 

March 31, 2026

 

 

December 31, 2025

 

Notes payable:

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate mortgage loans

 

1/1/2027  - 10/1/2038

 

4.0 %

 

4.9 %

 

$

387,000

 

 

 

475,948

 

Variable rate mortgage loans (1)

 

10/1/2026  - 2/20/2032

 

4.4 %

 

4.6 %

 

 

269,287

 

 

 

270,489

 

Fixed rate unsecured debt

 

5/11/2026  - 3/15/2049

 

4.2 %

 

4.4 %

 

 

4,317,647

 

 

 

3,872,864

 

Total notes payable, net

 

 

 

 

 

 

 

 

4,973,934

 

 

 

4,619,301

 

Unsecured credit facility:

 

 

 

 

 

 

 

 

 

 

 

 

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

 

3/23/2028

 

4.4 %

 

4.7 %

 

 

30,000

 

 

 

120,000

 

Total unsecured credit facility

 

 

 

 

 

 

 

 

30,000

 

 

 

120,000

 

Total debt outstanding

 

 

 

 

 

 

 

$

5,003,934

 

 

 

4,739,301

 

(1) As of March 31, 2026, 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 beyond the Scheduled Maturity Date in the table above . 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 2026 includes:
On February 2, 2026, $ 88.0 million of a fixed rate mortgage loan was repaid at maturity.
On February 18, 2026, the Company issued $ 450 million aggregate principal amount of senior unsecured notes due 2033 (the “2026 Notes”). The 2026 Notes were issued at 99.376 % of par and bear interest at a rate of 4.50 % per annum.
 
 
 

18

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

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

(in thousands)

 

March 31, 2026

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities (1)

 

 

Total

 

2026 (2)

 

$

9,634

 

 

 

59,849

 

 

 

200,000

 

 

 

269,483

 

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

 

2030

 

 

5,445

 

 

 

2,163

 

 

 

600,000

 

 

 

607,608

 

Beyond 5 Years

 

 

24,208

 

 

 

190,675

 

 

 

2,300,000

 

 

 

2,514,883

 

Unamortized debt premium/(discount) and issuance costs

 

 

—

 

 

 

( 31,339

)

 

 

( 32,353

)

 

 

( 63,692

)

Total

 

$

63,322

 

 

 

592,965

 

 

 

4,347,647

 

 

 

5,003,934

 

(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 March 31, 2026 , 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 meet the Company's stringent standards for creditworthiness. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Detail on the Company's interest rate derivatives outstanding is as follows:

(in thousands, except number of instruments data)

 

 

 

 

 

 

Interest Rate Swaps

 

March 31, 2026

 

 

December 31, 2025

 

Notional amount

 

$

298,084

 

 

 

299,375

 

Number of instruments

 

 

15

 

 

 

15

 

Detail on the fair value of the Company's interest rate derivatives is as follows:

(in thousands)

 

 

 

 

 

 

Interest rate swaps classified as:

 

March 31, 2026

 

 

December 31, 2025

 

Derivative assets

 

$

6,989

 

 

 

6,778

 

Derivative liabilities

 

 

( 1,039

)

 

 

( 1,606

)

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 March 31, 2026, 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 affect earnings.

19

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

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 March 31,

 

 

 

 

Three months ended March 31,

 

 

 

 

Three months ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

 

 

 

2026

 

 

2025

 

 

 

 

2026

 

 

2025

 

Interest rate swaps

 

$

2,178

 

 

 

( 2,648

)

 

Interest expense, net

 

$

( 465

)

 

 

( 1,745

)

 

Interest expense, net

 

$

52,185

 

 

 

48,013

 

As of March 31, 2026, the Company expects approximately $ 0.8 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, 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:

 

 

Three months ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Operating lease income

 

 

 

 

 

 

Fixed and in-substance fixed lease income

 

$

289,347

 

 

 

266,737

 

Variable lease income

 

 

111,205

 

 

 

98,378

 

Other lease related income, net:

 

 

 

 

 

 

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

 

 

5,588

 

 

 

6,750

 

Uncollectible straight-line rent (1)

 

 

( 2,028

)

 

 

( 400

)

Uncollectible amounts billable in lease income

 

 

( 1,499

)

 

 

( 386

)

Total lease income

 

$

402,613

 

 

 

371,079

 

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

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

(in thousands)

 

March 31, 2026

 

 

December 31, 2025

 

Tenant receivables

 

$

22,947

 

 

 

29,578

 

Straight-line rent receivables

 

 

185,366

 

 

 

180,871

 

Other receivables (1)

 

 

59,326

 

 

 

63,413

 

Total tenant and other receivables

 

$

267,639

 

 

 

273,862

 

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

 

20

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

 
 

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:
 

 

 

March 31, 2026

 

 

December 31, 2025

 

(in thousands)

 

Carrying
Amount

 

 

Fair Value

 

 

Carrying
Amount

 

 

Fair Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

Notes receivable

 

$

30,928

 

 

 

31,005

 

 

$

31,987

 

 

 

32,173

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable, net

 

$

4,973,934

 

 

 

4,846,390

 

 

$

4,619,301

 

 

 

4,554,628

 

Unsecured credit facilities (1)

 

$

30,000

 

 

 

30,000

 

 

$

120,000

 

 

 

120,000

 

(1) The carrying amount approximates its fair value 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 March 31, 2026, and December 31, 2025, 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 that are included within Other assets on the accompanying Consolidated Balance Sheets. The marketable securities, which include mutual funds and exchange-traded funds, are measured at fair value using quoted prices in active markets and are classified as Level 1 inputs of the fair value hierarchy.
Changes in the value of securities are recorded within Net investment (income) expense in the accompanying Consolidated Statements of Operations, and include the following:
 

 

 

Three months ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Unrealized Loss

 

 

( 1,495

)

 

 

( 2,447

)

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.

21

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following tables present the placement in the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
 

 

Fair Value Measurements as of March 31, 2026

 

 

 

 

 

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

$

37,150

 

 

 

37,150

 

 

 

—

 

 

 

—

 

Available-for-sale debt securities

 

11,247

 

 

 

—

 

 

 

11,247

 

 

 

—

 

Interest rate derivatives

 

6,989

 

 

 

—

 

 

 

6,989

 

 

 

—

 

Total

$

55,386

 

 

 

37,150

 

 

 

18,236

 

 

 

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

$

( 1,039

)

 

 

—

 

 

 

( 1,039

)

 

 

—

 

 

 

Fair Value Measurements as of December 31, 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

$

39,887

 

 

 

39,887

 

 

 

—

 

 

 

—

 

Available-for-sale debt securities

 

11,486

 

 

 

—

 

 

 

11,486

 

 

 

—

 

Interest rate derivatives

 

6,778

 

 

 

—

 

 

 

6,778

 

 

 

—

 

Total

$

58,151

 

 

 

39,887

 

 

 

18,264

 

 

 

—

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivatives

$

( 1,606

)

 

 

—

 

 

 

( 1,606

)

 

 

—

 

 
 

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 March 31, 2026 and December 31, 2025

 

Date of Issuance (1)

 

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

 

 

 

 

 

(1) Issued in connection with the August 18, 2023 merger at terms consistent with their original issuance.

22

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

Except under certain limited conditions, each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $ 25.00 per share at the Company's option. The holders of the Preferred Stock have general preference rights over common stockholders with respect to liquidation and quarterly distributions. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of common stock.
Common Stock of the Parent Company
At the Market ("ATM") Program
Under the Parent Company's ATM Program, as reauthorized by the Board in February 2026, 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.
As of March 31, 2026 , $ 500 million of common stock remained available for issuance under this ATM Program.
Stock Repurchase Program
On February 4, 2026, the Board authorized a common stock repurchase program under which the Company may purchase up to $ 500 million shares of its outstanding common stock (the "Repurchase Program"). Under the Repurchase Program, the Company may repurchase shares through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Repurchase Program expires on February 28, 2029 , unless modified, extended or earlier terminated by the Board in its discretion. Any common stock repurchased, if not retired, will be treated as treasury stock.
During the three months ended March 31, 2026 , the Company made no repurchases and $ 500 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, redeemed, or retired on a one-for-one basis with shares of the Parent Company’s common stock, as described above.
Dividends Declared
The following table provides a summary of dividends declared per share for the periods presented:

 

 

Three months ended March 31,

 

 

 

2026

 

 

2025

 

Common Stock

 

$

0.755000

 

 

$

0.705000

 

Series A Preferred Stock

 

$

0.390625

 

 

$

0.390625

 

Series B Preferred Stock

 

$

0.367200

 

 

$

0.367200

 

 

23

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

 
 

10.

Stock-Based Compensation

The Company granted 315,026 shares of restricted stock with a weighted-average grant-date fair value of $ 81.02 per share and 305,041 shares of restricted stock with a weighted-average grant-date fair value of $ 77.61 per share during the three months ended March 31, 2026 and March 31, 2025 , 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 March 31,

 

(in thousands)

 

2026

 

 

2025

 

Restricted stock

 

$

5,868

 

 

 

5,443

 

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

 

 

114

 

 

 

105

 

Capitalized stock-based compensation

 

 

( 703

)

 

 

( 583

)

Stock-based compensation, net of capitalization

 

$

5,279

 

 

 

4,965

 

 
 

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 March 31,

 

(in thousands, except per share data)

 

2026

 

 

2025

 

Numerator:

 

 

 

 

 

 

Net income attributable to common shareholders - basic

 

$

125,136

 

 

 

106,174

 

Net income attributable to common shareholders - diluted

 

$

125,136

 

 

 

106,174

 

Denominator:

 

 

 

 

 

 

Weighted average common shares outstanding for basic EPS

 

 

182,998

 

 

 

181,449

 

Weighted average common shares outstanding for diluted EPS  (1)

 

 

183,382

 

 

 

181,813

 

Net income per common share – basic

 

$

0.68

 

 

 

0.59

 

Net income per common share – diluted

 

$

0.68

 

 

 

0.58

 

(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 3,838,188 and 1,096,659 for the three months ended March 31, 2026 and 2025, respectively.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per uni t ("EPU"):
 

 

 

Three months ended March 31,

 

(in thousands, except per unit data)

 

2026

 

 

2025

 

Numerator:

 

 

 

 

 

 

Net income attributable to common unit holders - basic

 

$

127,753

 

 

 

106,816

 

Net income attributable to common unit holders - diluted

 

$

127,753

 

 

 

106,816

 

Denominator:

 

 

 

 

 

 

Weighted average common units outstanding for basic EPU

 

 

186,836

 

 

 

182,546

 

Weighted average common units outstanding for diluted EPU  (1)

 

 

187,220

 

 

 

182,910

 

Net income per common unit – basic

 

$

0.68

 

 

 

0.59

 

Net income per common unit – diluted

 

$

0.68

 

 

 

0.58

 

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

24

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

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 March 31,

 

(in thousands)

 

2026

 

 

2025

 

Lease income

 

$

437,095

 

 

 

408,088

 

Other property income

 

 

3,718

 

 

 

3,379

 

Less:

 

 

 

 

 

 

Straight-line rent on lease income

 

 

( 4,708

)

 

 

( 6,451

)

Above/below market rent amortization, net

 

 

( 5,795

)

 

 

( 7,005

)

Total real estate revenues

 

 

430,310

 

 

 

398,011

 

Operating expenses (1)

 

 

( 78,148

)

 

 

( 73,464

)

Real estate taxes

 

 

( 55,768

)

 

 

( 51,009

)

NOI

 

$

296,394

 

 

 

273,538

 

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

 

 

 

Three months ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Reconciliation of NOI to Net income:

 

 

 

 

 

 

NOI

 

$

296,394

 

 

 

273,538

 

Consolidated:

 

 

 

 

 

 

Straight-line rent on lease income

 

 

4,556

 

 

 

5,607

 

Above/below market rent amortization, net

 

 

5,588

 

 

 

6,750

 

Management, transaction, and other fees

 

 

6,933

 

 

 

6,812

 

Straight-line rent on ground rent

 

 

( 381

)

 

 

( 337

)

Above/below market ground rent amortization

 

 

( 536

)

 

 

( 535

)

Depreciation and amortization

 

 

( 106,422

)

 

 

( 96,774

)

General and administrative

 

 

( 25,606

)

 

 

( 21,600

)

Other operating expenses

 

 

( 1,001

)

 

 

( 1,688

)

Other expense, net

 

 

( 44,296

)

 

 

( 48,673

)

Add: Share of noncontrolling interests excluded from NOI

 

 

2,169

 

 

 

2,204

 

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

 

 

( 4,600

)

 

 

( 13,451

)

Net income

 

$

132,798

 

 

 

111,853

 

 
 

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.

25

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
 

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 $ 17.8 million and $ 19.2 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 March 31, 2026 and December 31, 2025, 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 $ 12.9 million in letters of credit outstanding as of March 31, 2026 and December 31, 2025 , respectively.

26

 

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,

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, 2025 ("2025 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 2025 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.

27

 

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 non-GAAP performance measure that adjusts Nareit Funds from Operations (" Nareit FFO ") to exclude certain non-cash and other items that impact the comparability of the Company's period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) certain income or expenses related to non-comparable events and transactions; (ii) gains or losses from the early extinguishment of debt; (iii) certain non-cash items derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other non-cash or non-comparable 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 investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.
 

28

 

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.
• Same Property NOI is a key non-GAAP financial measure commonly used by REITs to evaluate operating performance. It is calculated on a Pro-rata ownership basis for properties owned and operated for the entirety of both the current and prior comparable reporting periods.
Same property NOI includes revenues and operating expenses associated with these properties but excludes items that are not indicative of ongoing operating performance. These include, without limitation, termination fees, as well as corporate-level expenses, financing costs, and other non-operating items.

Management believes this measure provides investors with a useful and consistent comparison of the Company’s operating performance and trends. Management uses Same Property NOI as a supplemental measure to assess property-level performance and to compare the performance of its stabilized property portfolio across reporting periods. 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 space equal to or greater than 10,000 square feet in a Retail Operating Property.

• 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 space under 10,000 square feet in a Retail Operating Property.

29

 

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 March 31, 2026, the Parent Company owned approximately 97.9% of the outstanding Common Units and 100% of the Preferred Units of the Operating Partnership.
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 March 31, 2026, we had full or partial ownership interests in 481 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 58.5 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; and

• 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.

Executing on our Strategy
During the three months ended March 31, 2026, we had Net income attributable to common shareholders of $125.1 million as compared to $106.2 million during the three months ended March 31, 2025.
During the three months ended March 31, 2026:
• Our Same property NOI grew 4.4%, as compared to the three months ended March 31, 2025, primarily attributable to improvements in base rent and recoveries from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on comparable new and renewal leases.

• We executed 444 new and renewal leasing transactions representing 1.6 million Pro-rata SF with positive rent spreads of 12.1% during the three months ended March 31, 2026, compared to 450 leasing transactions representing 1.4 million Pro-rata SF with positive rent spreads of 8.1% during the three months ended March 31, 2025. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.

• At March 31, 2026, December 31, 2025, and March 31, 2025, our total property portfolio was 96.2%, 96.1%, and 96.3% leased, respectively. At March 31, 2026, December 31, 2025, and March 31, 2025 our same property portfolio was 96.6%, 96.5%, and 96.6% leased, respectively.

30

 

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 $634.8 million at March 31, 2026, compared to $597.4 million at December 31, 2025.

• Development and redevelopment projects completed during the three months ended March 31, 2026 represented $42.0 million of estimated net project costs, with an average stabilized yield of 7.9%. A stabilized yield for development and redevelopment projects represents the incremental NOI (estimated stabilized NOI less NOI prior to project commencement) divided by the total project costs.

We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
• We maintain a credit rating A- with a stable outlook from S&P Global Ratings, and an A3 rating with a stable outlook from Moody's Investors Service.

• On February 18, 2026, the Company issued $450 million aggregate principal amount of senior unsecured notes due 2033 (the “2026 Notes”). The 2026 Notes were issued at 99.376% of par and bear interest at a rate of 4.50% per annum. The net proceeds were used to reduce the outstanding balance on the Line, and the remaining proceeds are expected to be used for the repayment of $100 million of 3.81% unsecured public debt due May 11, 2026, upon its maturity, as well as for general corporate purposes.

• As of March 31, 2026, we had $1.0 billion of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships which we intend to refinance or pay-off as they mature.

• At March 31, 2026, 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 the first 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)

March 31, 2026

 

 

December 31, 2025

 

Number of Properties

392

 

 

391

 

GLA

 

46,291

 

 

 

46,102

 

% Leased – Operating and Development

 

96.2

%

 

 

96.0

%

% Leased – Operating

 

96.6

%

 

 

96.6

%

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

$26.81

 

 

$26.55

 

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

(GLA in thousands)

March 31, 2026

 

 

December 31, 2025

 

Number of Properties

89

 

 

90

 

GLA

 

12,217

 

 

 

12,275

 

% Leased – Operating and Development

 

96.4

%

 

 

96.8

%

% Leased –Operating

 

96.4

%

 

 

96.8

%

Weighted average annual effective rent PSF, net of tenant concessions

$26.05

 

 

$25.87

 

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

 

March 31, 2026

 

 

December 31, 2025

 

Percent Leased – All Properties

 

96.2

%

 

 

96.3

%

Anchor Space (spaces ≥  10,000 SF)

 

98.2

%

 

 

98.4

%

Shop Space (spaces < 10,000 SF)

 

93.1

%

 

 

93.0

%

 

31

 

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):

 

 

Three months ended March 31, 2026

 

 

 

Leasing
Transactions

 

 

SF (in
thousands)

 

 

Base Rent
PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

9

 

 

 

199

 

 

$

24.74

 

 

$

36.18

 

 

$

6.57

 

Renewal

 

 

22

 

 

 

577

 

 

 

20.14

 

 

 

0.77

 

 

 

0.19

 

Total Anchor Space Leases

 

 

31

 

 

 

776

 

 

$

21.32

 

 

$

9.85

 

 

$

1.83

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

134

 

 

 

279

 

 

$

41.86

 

 

$

55.84

 

 

$

17.21

 

Renewal

 

 

279

 

 

 

589

 

 

 

40.88

 

 

 

3.60

 

 

 

1.62

 

Total Shop Space Leases

 

 

413

 

 

 

868

 

 

$

41.20

 

 

$

20.40

 

 

$

6.63

 

Total Leases

 

 

444

 

 

 

1,644

 

 

$

31.82

 

 

$

15.42

 

 

$

4.37

 

 

 

 

Three months ended March 31, 2025

 

 

 

Leasing
Transactions

 

 

SF (in
thousands)

 

 

Base Rent
PSF

 

 

Tenant
Allowance
and Landlord
Work PSF

 

 

Leasing
Commissions
PSF

 

Anchor Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

4

 

 

 

85

 

 

$

19.82

 

 

$

75.50

 

 

$

4.98

 

Renewal

 

 

20

 

 

 

557

 

 

 

13.80

 

 

 

0.23

 

 

 

0.15

 

Total Anchor Space Leases

 

 

24

 

 

 

642

 

 

$

14.60

 

 

$

10.16

 

 

$

0.79

 

Shop Space Leases

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New

 

 

119

 

 

 

227

 

 

$

41.94

 

 

$

47.82

 

 

$

17.01

 

Renewal

 

 

307

 

 

 

541

 

 

 

40.58

 

 

 

1.41

 

 

 

1.39

 

Total Shop Space Leases

 

 

426

 

 

 

768

 

 

$

40.98

 

 

$

15.12

 

 

$

6.01

 

Total Leases

 

 

450

 

 

 

1,410

 

 

$

28.97

 

 

$

12.86

 

 

$

3.63

 

The weighted-average base rent PSF on signed Shop Space leases for the three months ended March 31, 2026 is $41.20 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $37.82 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 12.1% for the three months ended March 31, 2026, compared to 8.1% for the three months ended March 31, 2025.
Diversification and Concentration of Tenant Risk
We seek to reduce our risk by limiting dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:

 

 

March 31, 2026

Tenant

 

Number of
Stores

 

 

Percentage of
Company-
owned GLA (1)

 

Percentage of
Annual Base Rent (1)

Publix

 

 

67

 

 

5.8%

 

2.8%

Albertsons Companies, Inc.

 

 

52

 

 

4.1%

 

2.7%

TJX Companies, Inc.

 

 

76

 

 

3.6%

 

2.7%

Amazon/Whole Foods

 

 

40

 

 

2.7%

 

2.6%

Kroger Co.

 

 

51

 

 

5.9%

 

2.5%

(1) Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.

32

 

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.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent may be influenced by evolving political, economic, trade, tax and immigration policies and macroeconomic uncertainty, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other countries), entry into and termination of treaties and trade agreements, and economic sanctions. Additionally, geopolitical and macroeconomic challenges, including the wars involving Russia and Ukraine, the U.S. and Iran, other conflicts and instability in the Middle East and in other parts of the world, 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.
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 March 31, 2026, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.4% of our Pro-rata annual base rent.
 
Results of Operations
Comparison of the three months ended March 31, 2026 and 2025:
Changes in revenues are summarized in the following table:
 

 

 

Three months ended March 31,

 

 

 

 

(in thousands)

 

2026

 

 

2025

 

 

Change

 

Lease income

 

 

 

 

 

 

 

 

 

Base rent

 

$

275,178

 

 

 

254,556

 

 

 

20,622

 

Recoveries from tenants

 

 

103,261

 

 

 

91,481

 

 

 

11,780

 

Percentage rent

 

 

7,435

 

 

 

6,658

 

 

 

777

 

Uncollectible lease income

 

 

(1,499

)

 

 

(386

)

 

 

(1,113

)

Other lease income

 

 

8,094

 

 

 

6,413

 

 

 

1,681

 

Straight-line rent

 

 

4,556

 

 

 

5,607

 

 

 

(1,051

)

Above / below market rent amortization, net

 

 

5,588

 

 

 

6,750

 

 

 

(1,162

)

Total lease income

 

$

402,613

 

 

 

371,079

 

 

 

31,534

 

Other property income

 

 

2,907

 

 

 

3,021

 

 

 

(114

)

Management, transaction, and other fees

 

 

6,933

 

 

 

6,812

 

 

 

121

 

Total revenues

 

$

412,453

 

 

 

380,912

 

 

 

31,541

 

Lease income increased by $31.5 million primarily due to the following:
• $20.6 million increase in Base rent, mainly driven by the following:

o $11.6 million increase resulting from same properties, including:

▪ $5.0 million increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;

▪ $4.1 million increase due to redevelopment projects that commenced operations; and

▪ $2.5 million increase related to the acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships;

o $7.1 million increase from acquisitions of operating properties in 2026 as compared to 2025 activity; and

o $3.4 million increase from rent commencements at completed development properties; partially offset by

o $1.5 million decrease due to dispositions of operating properties.

33

 

• $11.8 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 $9.5 million increase primarily driven by higher operating costs and higher recovery rates due to increased occupancy in the current year; and

o $2.9 million increase driven by the acquisition of operating properties in 2026 as compared to 2025, and rent commencements at development properties; partially offset by

o $0.6 million decrease due to disposition of operating properties.

• $1.1 million increase in Uncollectible lease income primarily driven by lower collections rates in the current period resulting in increased levels of uncollectible lease income.

• $1.7 million increase in Other lease income mainly due to increase in lease assignment fee income.

• $1.1 million decrease in Straight-line rent mainly due to timing and degree of contractual rent steps and new lease commencements.

• $1.2 million decrease in Above / below market rent amortization, net primarily driven by accelerated amortization recognized in the prior year related to early tenant move-outs.

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 :
 

 

 

Three months ended March 31,

 

 

 

 

(in thousands)

 

2026

 

 

2025

 

 

Change

 

Depreciation and amortization

 

$

106,422

 

 

 

96,774

 

 

 

9,648

 

Property operating expense

 

 

73,300

 

 

 

68,459

 

 

 

4,841

 

Real estate taxes

 

 

51,410

 

 

 

46,360

 

 

 

5,050

 

General and administrative

 

 

25,606

 

 

 

21,600

 

 

 

4,006

 

Other operating expenses

 

 

1,001

 

 

 

1,688

 

 

 

(687

)

Total operating expenses

 

$

257,739

 

 

 

234,881

 

 

 

22,858

 

Depreciation and amortization increased by $9.6 million mainly due to the following:
• $7.0 million increase from operating properties acquired and development properties placed in service during the period; and

• $2.6 million increase from same properties primarily driven by redevelopment activities.

Property operating expense increased by $4.8 million, mainly due to the following:
• $4.5 million increase from same properties primarily due to higher recoverable common area maintenance and other tenant-related costs; and

• $2.3 million increase in acquisitions of operating properties and development properties; partially offset by

• $1.1 million decrease attributable to higher property damage costs incurred in the prior period; and

• $0.8 million decrease due to disposition of operating properties.

Real estate taxes increased by $5.1 million, mainly due to the acquisition of operating properties and increases in real estate tax assessments across the same property portfolio.
General and administrative costs increased by $4.0 million mainly due to the following:
• $1.8 million increase in compensation costs driven by both salaries and performance-based incentive compensation;

• $1.3 million increase 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) expense; and

• $0.9 million increase primarily attributable to higher costs in communication, professional fees and other general and administrative expenses.

There were no significant changes in Other operating expenses.

34

 

Changes in Other expense, net are summarized in the following table:
 

 

 

Three months ended March 31,

 

 

 

 

(in thousands)

 

2026

 

 

2025

 

 

Change

 

Interest expense, net

 

 

 

 

 

 

 

 

 

Interest on notes payable

 

$

54,302

 

 

 

48,330

 

 

 

5,972

 

Interest on unsecured credit facilities

 

 

2,499

 

 

 

2,913

 

 

 

(414

)

Capitalized interest

 

 

(2,713

)

 

 

(2,112

)

 

 

(601

)

Hedge expense

 

 

48

 

 

 

226

 

 

 

(178

)

Interest income

 

 

(1,951

)

 

 

(1,344

)

 

 

(607

)

Interest expense, net

 

$

52,185

 

 

 

48,013

 

 

 

4,172

 

Gain on sale of real estate, net of tax

 

 

(7,194

)

 

 

(101

)

 

 

(7,093

)

Net investment (income) loss

 

 

(695

)

 

 

761

 

 

 

(1,456

)

Total other expense, net

 

$

44,296

 

 

 

48,673

 

 

 

(4,377

)

Interest expense, net increased by $4.2 million primarily due to the following:
• $6.0 million increase in Interest on notes payable primarily due to new net public debt issuances subsequent to the prior year period; partially offset by

• $0.6 million increase in Capitalized interest based on the timing and progress of our development and redevelopment projects; and

• $0.6 million increase in Interest income primarily due to maintaining higher levels of excess cash in short term investments in the current period.

During the three months ended March 31, 2026, we recognized gain on sale of real estate, net of tax of $7.2 million primarily from the sale of two outparcels. During the three months ended March 31, 2025, we recognized gain on sale of real estate, net of tax of $0.1 million.
Net investment (income) loss changed by $1.5 million from $0.8 million in net investment loss in 2025 to $0.7 million in net investment income in 2026 primarily driven by market volatility during the current period, including a $1.3 million increase in returns on investments held in the non-qualified deferred compensation plan and a $0.2 million increase in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $7.9 million mainly due to $6.2 million in gains on partial real estate sales recognized at unconsolidated real estate partnerships during the current period, as well as a $1.8 million increase mainly driven by a gain recognized at an unconsolidated real estate partnership related to the Company’s acquisition of an operating property from that partnership.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders :
 

 

 

Three months ended March 31,

 

 

 

 

(in thousands)

 

2026

 

 

2025

 

 

Change

 

Net income

 

$

132,798

 

 

 

111,853

 

 

 

20,945

 

Income attributable to noncontrolling interests

 

 

(4,249

)

 

 

(2,266

)

 

 

(1,983

)

Net income attributable to the Company

 

 

128,549

 

 

 

109,587

 

 

 

18,962

 

Preferred stock dividends

 

 

(3,413

)

 

 

(3,413

)

 

 

—

 

Net income attributable to common shareholders

 

$

125,136

 

 

$

106,174

 

 

$

18,962

 

Net income attributable to exchangeable operating partnership units

 

 

(2,617

)

 

 

(642

)

 

 

(1,975

)

Net income attributable to common unit holders

 

$

127,753

 

 

 

106,816

 

 

 

20,937

 

Income attributable to noncontrolling interests and net income attributable to exchangeable operating partnership units both increased by $2.0 million, primarily due to 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.
There was no change in Preferred stock dividends.
 

35

 

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, assets and liabilities, along with other non-GAAP financial measures, may assist in comparing our operating results, assets and liabilities to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP financial measures could change. See "Non-GAAP Financial Measures" 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.
Same Property NOI (Non-GAAP Financial Measures):
 

 

 

Three months ended March 31,

 

 

 

 

(in thousands)

 

2026

 

 

2025

 

 

Change

 

Base rent

 

$

291,166

 

 

 

281,394

 

 

 

9,772

 

Recoveries from tenants

 

 

109,843

 

 

 

100,695

 

 

 

9,148

 

Percentage rent

 

 

8,131

 

 

 

7,319

 

 

 

812

 

Uncollectible lease income

 

 

(1,506

)

 

 

(545

)

 

 

(961

)

Other lease income

 

 

6,257

 

 

 

4,665

 

 

 

1,592

 

Other property income

 

 

3,147

 

 

 

2,714

 

 

 

433

 

Total real estate revenue

 

 

417,038

 

 

 

396,242

 

 

 

20,796

 

Operating and maintenance

 

 

73,058

 

 

 

68,454

 

 

 

4,604

 

Real estate taxes

 

 

54,684

 

 

 

50,427

 

 

 

4,257

 

Ground rent

 

 

3,662

 

 

 

3,688

 

 

 

(26

)

Total real estate operating expenses

 

 

131,404

 

 

 

122,569

 

 

 

8,835

 

Same property NOI

 

$

285,634

 

 

 

273,673

 

 

 

11,961

 

Same property NOI growth

 

 

 

 

 

 

 

 

4.4

%

Same property NOI changed from the following major components:
Total real estate revenue increased by $20.8 million, on a net basis, during the three months ended March 31, 2026, as follows:
• Base rent increased by $9.8 million during the three months ended March 31, 2026 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 $9.1 million during the three months ended March 31, 2026 due to higher recoverable expenses and increased occupancy and recovery rates.

• Uncollectible lease income increased by $1.0 million during the three months ended March 31, 2026, primarily driven by lower collection rates in the current period resulting in increased levels of uncollectible lease income.

Total real estate operating expenses increased by $8.8 million, on a net basis, during the three months ended March 31, 2026, as follows:
• Operating and maintenance increased by $4.6 million during the three months ended March 31, 2026, primarily due to increases in common area maintenance and other tenant-recoverable costs.

• Real estate taxes increased by $4.3 million during the three months ended March 31, 2026, primary due to an increase in real estate assessments across the portfolio.

36

 

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

 

 

Three months ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Net income attributable to common shareholders

 

$

125,136

 

 

 

106,174

 

Less:

 

 

 

 

 

 

Management, transaction, and other fees

 

 

(6,933

)

 

 

(6,812

)

Other (1)

 

 

(11,396

)

 

 

(13,689

)

Plus:

 

 

 

 

 

 

Depreciation and amortization

 

 

106,422

 

 

 

96,774

 

General and administrative

 

 

25,606

 

 

 

21,600

 

Other operating expense

 

 

1,001

 

 

 

1,688

 

Other expense, net

 

 

44,296

 

 

 

48,673

 

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

 

 

4,600

 

 

 

13,451

 

Net income attributable to noncontrolling interests

 

 

4,249

 

 

 

2,266

 

Preferred stock dividends

 

 

3,413

 

 

 

3,413

 

NOI

 

 

296,394

 

 

 

273,538

 

Less non-same property NOI (3)

 

 

(10,760

)

 

 

135

 

Same property NOI

 

$

285,634

 

 

 

273,673

 

(1) Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.

(2) Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.

(3) Includes revenues and expenses attributable to Non-Same Property, Property in Development, termination fees, corporate activities, and noncontrolling interests.

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 March 31,

 

(in thousands)

 

2026

 

 

2025

 

Reconciliation of Net income attributable to common shareholders to Nareit FFO

 

 

 

 

 

 

Net income attributable to common shareholders

 

$

125,136

 

 

 

106,174

 

Adjustments to reconcile to Nareit FFO: (1)

 

 

 

 

 

 

Depreciation and amortization (excluding FF&E)

 

 

113,562

 

 

 

104,034

 

Gain on sale of real estate, net of tax

 

 

(17,047

)

 

 

(101

)

Exchangeable operating partnership units

 

 

2,617

 

 

 

642

 

Nareit FFO attributable to common stock and unit holders

 

$

224,268

 

 

 

210,749

 

Reconciliation of Nareit FFO to Core Operating Earnings

 

 

 

 

 

 

Nareit FFO

 

$

224,268

 

 

 

210,749

 

Adjustments to reconcile to Core Operating Earnings: (1)

 

 

 

 

 

 

Certain Non-Cash Items

 

 

 

 

 

 

Straight-line rent

 

 

(6,618

)

 

 

(6,513

)

Uncollectible straight-line rent

 

 

2,180

 

 

 

376

 

Above/below market rent amortization, net

 

 

(5,249

)

 

 

(6,461

)

Debt and derivative mark-to-market amortization

 

 

1,942

 

 

 

1,292

 

Core Operating Earnings

 

$

216,523

 

 

 

199,443

 

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

 

 

 

Three months ended March 31,

 

(in thousands)

 

2026

 

 

2025

 

Reconciliation of Core Operating Earnings to AFFO:

 

 

 

 

 

 

Core Operating Earnings

 

$

216,523

 

 

 

199,443

 

Adjustments to reconcile to AFFO (1) :

 

 

 

 

 

 

Operating capital expenditures

 

 

(27,087

)

 

 

(23,753

)

Debt cost and derivative adjustments

 

 

2,230

 

 

 

2,129

 

Stock-based compensation

 

 

5,868

 

 

 

5,443

 

AFFO

 

$

197,534

 

 

 

183,262

 

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

37

 

 
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash flows from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real estate partnerships. The Operating Partnership is a guarantor of the $200 million of outstanding debt of our Parent Company, with $100 million maturing in May 2026 and the remaining $100 million maturing in August 2026, both of which we expect to pay off at maturity using available liquidity. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.
We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flows from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.
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 February 18, 2026, the Company issued $450 million aggregate principal amount of senior unsecured notes due 2033. The 2026 Notes were issued at 99.376% of par and bear interest at a rate of 4.50% per annum. The net proceeds were used to reduce the outstanding balance on the Line, and the remaining proceeds are expected to be used for the repayment of $100 million of 3.81% unsecured private placement debt due May 11, 2026, upon its maturity, as well as for general corporate purposes.
As of March 31, 2026, we had $1.0 billion of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. We actively monitor the capital markets and maintain flexibility to access them opportunistically, while proactively managing our debt maturity profile to support a strong balance sheet. We currently expect to address these maturing obligations through a combination of cash flows from operations, refinancing at maturity, available liquidity under our Line, or proceeds from potential property sales.
Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.
In addition to our $141.1 million of unrestricted cash, we have the following additional sources of capital available:
 

(in thousands)

March 31, 2026

 

ATM program

 

 

Original offering amount

$

500,000

 

Available capacity

$

500,000

 

Line of credit

 

 

Total commitment amount

$

1,500,000

 

Available capacity (1)

$

1,457,940

 

Maturity (2)

March 23, 2028

 

 
(1) Net of letters of credit issued against our Line.

(2) The Company has the option to extend the maturity for two additional six-month periods beyond the stated maturity in the table.

38

 

The declaration of dividends is determined quarterly by, and in the discretion of, our Board of Directors.
While future dividends on shares of our common stock will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.
We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the three months ended March 31, 2026 and 2025, we generated cash flows from operating activities of $152.7 million and $161.0 million, respectively, and paid $282.2 million and $131.9 million in dividends to our common and preferred stock and unit holders, in the same respective periods. Dividends paid during the three months ended March 31, 2026 include both the regular dividend paid in January 2026 and the pre-funding of the April 1, 2026 dividend, which was funded on March 31, 2026 in accordance with the required cash settlement timing with our transfer agent.
We currently have development and redevelopment projects in various stages of planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding the April 2026 dividends for our common and preferred stock and Operating Partnership units, we estimate that we will require capital during the next 12 months of approximately $1.5 billion related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements may be impacted by increased costs of construction caused by, without limitation, tariffs and inflation affecting materials, labor, and services from third-party contractors and suppliers. Additionally, current volatility in oil prices can further drive up transportation and operational costs, contributing to overall project expenses. We continue to implement mitigation strategies including, but not limited to, entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor and material shortages may extend the time to completion of these projects.
If we start new developments or redevelopments, commit to property acquisitions, repay debt with cash, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.
We endeavor to maintain a high percentage of unencumbered assets which enables us to access the secured and unsecured debt markets cost effectively and to maintain borrowing capacity on the Line. As of March 31, 2026, 88.4% of our consolidated real estate assets were unencumbered.
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 2025 Form 10-K. We were in compliance with these covenants at March 31, 2026, 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:
 

 

Three months ended March 31,

 

 

 

 

(in thousands)

2026

 

 

2025

 

 

Change

 

Net cash provided by operating activities

$

152,729

 

 

 

161,031

 

 

 

(8,302

)

Net cash used in investing activities

 

(94,927

)

 

 

(180,148

)

 

 

85,221

 

Net cash (used in) provided by financing activities

 

(32,903

)

 

 

35,770

 

 

 

(68,673

)

Net change in cash, cash equivalents, and restricted cash

$

24,899

 

 

 

16,653

 

 

 

8,246

 

Total cash, cash equivalents, and restricted cash

$

145,560

 

 

 

78,537

 

 

 

67,023

 

 
Net cash provided by operating activities:
Net cash provided by operating activities decreased $8.3 million primarily due to the increase in prepaid insurance and timing of real estate tax payments and tenant receipts.
 

 

39

 

Net cash used in investing activities:
Net cash used in investing activities changed by $85.2 million as follows:
 

 

Three months ended March 31,

 

 

 

 

(in thousands)

2026

 

 

2025

 

 

Change

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

Acquisition of operating real estate, net of cash acquired of $787 in 2025

$

(21,478

)

 

 

(83,232

)

 

 

61,754

 

Real estate development and capital improvements

 

(105,071

)

 

 

(101,386

)

 

 

(3,685

)

Proceeds from sale of real estate

 

11,830

 

 

 

—

 

 

 

11,830

 

Proceeds from property insurance casualty claims

 

3,281

 

 

 

—

 

 

 

3,281

 

Collection of notes receivable

 

1,069

 

 

 

120

 

 

 

949

 

Investments in real estate partnerships

 

(22,839

)

 

 

(230

)

 

 

(22,609

)

Return of capital from investments in real estate partnerships

 

34,679

 

 

 

—

 

 

 

34,679

 

Dividends on investment securities

 

1,555

 

 

 

988

 

 

 

567

 

Purchase of investment securities

 

(3,135

)

 

 

(2,233

)

 

 

(902

)

Proceeds from sale of investment securities

 

5,182

 

 

 

5,825

 

 

 

(643

)

Net cash used in investing activities

$

(94,927

)

 

 

(180,148

)

 

 

85,221

 

Significant changes in investing activities include:
• We paid $21.5 million in 2026 to purchase one operating property and one property for redevelopment. We paid $83.2 million in 2025 to purchase two operating properties and one operating outparcel.

• During 2026, we invested $3.7 million more on real estate development and capital improvements than the comparable prior year period, as further detailed in a table below.

• We sold two land parcels in 2026 for net proceeds of $11.8 million.

• We received property insurance claim proceeds of $3.3 million in 2026.

• Investments in real estate partnerships:

o In 2026, we invested $22.8 million, including $21.8 million to fund our share of debt repayments, and $0.5 million to fund our share of development and redevelopment activities.

o In 2025, we invested $0.2 million, to fund our share of development and redevelopment activities.

• Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds.

o During 2026, we received $34.7 million from our share of proceeds from debt financing activities and outparcel sales.

We plan to continue developing and redeveloping shopping centers for long-term investment. During the three months ended March 31, 2026, we deployed capital of $105.1 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
 

 

Three months ended March 31,

 

 

 

 

(in thousands)

2026

 

 

2025

 

 

Change

 

Capital expenditures:

 

 

 

 

 

 

 

 

Acquisition of land & improvements - Redevelopment

 

17,754

 

 

 

—

 

 

 

17,754

 

Building and tenant improvements

 

22,870

 

 

 

19,094

 

 

 

3,776

 

Redevelopment costs

 

23,836

 

 

 

35,344

 

 

 

(11,508

)

Development costs

 

30,936

 

 

 

38,721

 

 

 

(7,785

)

Capitalized interest

 

2,667

 

 

 

1,653

 

 

 

1,014

 

Capitalized direct compensation

 

7,008

 

 

 

6,574

 

 

 

434

 

Real estate development and capital improvements

$

105,071

 

 

 

101,386

 

 

 

3,685

 

• We acquired one property for redevelopment in 2026.

• Building and tenant improvements increased $3.8 million in 2026, primarily related to the timing and volume of capital projects.

• Redevelopment costs are lower than the prior year. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansions, facade renovations, new out-parcel building construction, and redevelopments related to tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.

40

 

• Development costs are lower in 2026 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.

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

(in thousands, except cost PSF)

 

 

 

 

 

 

 

March 31, 2026

 

Property Name

 

Market

 

Ownership (1)

 

Start
Date

 

Estimated
Stabilization
Year (2)

 

Estimated / Actual Net
Development
Costs (1) (3)

 

 

% of Costs Incurred

 

 

GLA (1)

 

 

Cost PSF
of GLA (1) (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments In-Process

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sienna Grande Shops

 

Houston, TX

 

75%

 

Q2-2023

 

2027

 

 

9,391

 

 

 

92

%

 

 

23

 

 

 

408

 

The Shops at SunVet

 

Long Island, NY

 

100%

 

Q2-2023

 

2027

 

 

95,233

 

 

 

91

%

 

 

170

 

 

 

560

 

The Village at Seven Pines

 

Jacksonville, FL

 

100%

 

Q3-2025

 

2028

 

 

112,302

 

 

 

19

%

 

 

239

 

 

 

470

 

Ellis Village Center (South)

 

Bay Area, CA

 

100%

 

Q3-2025

 

2028

 

 

29,592

 

 

 

34

%

 

 

49

 

 

 

604

 

Culver Commons

 

Los Angeles, CA

 

100%

 

Q4-2025

 

2028

 

 

15,852

 

 

 

16

%

 

 

14

 

 

 

1,132

 

Lone Tree Village

 

Denver, CO

 

100%

 

Q4-2025

 

2028

 

 

30,658

 

 

 

30

%

 

 

158

 

 

 

194

 

Oak Valley Village

 

Los Angeles, CA

 

75%

 

Q4-2025

 

2028

 

 

45,097

 

 

 

13

%

 

 

173

 

 

 

261

 

Total Developments In-Process

 

 

 

 

 

 

 

$

338,125

 

 

 

42

%

 

 

826

 

 

 

409

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Developments Completed

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Oakley Shops at Laurel Fields

 

Bay Area, CA

 

100%

 

Q3-2024

 

2026

 

 

35,815

 

 

 

93

%

 

 

78

 

 

 

458

 

Total Developments Completed

 

 

 

 

 

 

 

$

35,815

 

 

 

93

%

 

 

78

 

 

 

458

 

(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.

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

(in thousands)

 

 

 

 

 

 

 

March 31, 2026

 

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

 

$

25,323

 

 

 

73

%

Serramonte Center - Phase 3

 

San Francisco, CA

 

100%

 

Q2-2023

 

2026

 

 

42,535

 

 

 

46

%

West Chester Plaza

 

Cincinnati, OH

 

100%

 

Q4-2024

 

2028

 

 

15,442

 

 

 

34

%

Willows Shopping Center

 

Bay Area, CA

 

100%

 

Q4-2024

 

2027

 

 

16,807

 

 

 

48

%

The Crossing Clarendon

 

Metro DC

 

100%

 

Q2-2025

 

2027

 

 

13,679

 

 

 

41

%

East Meadow Plaza - Phase 1

 

Long Island, NY

 

100%

 

Q3-2024

 

2026

 

 

11,736

 

 

 

75

%

East Meadow Plaza - Phase 2A

 

Long Island, NY

 

100%

 

Q3-2025

 

2027

 

 

15,969

 

 

 

52

%

Crystal Brook Corner

 

Long Island, NY

 

100%

 

Q1-2026

 

2028

 

 

58,673

 

 

 

55

%

Various Redevelopments

 

Various

 

Various

 

Various

 

Various

 

 

96,478

 

 

 

44

%

Total Redevelopments In-Process

 

 

 

 

 

 

 

$

296,642

 

 

 

50

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Redevelopments Completed

 

 

 

 

 

 

 

 

 

 

 

 

Various Properties

 

Various

 

Various

 

Various

 

Various

 

 

6,192

 

 

 

96

%

Total Redevelopments Completed

 

 

 

 

 

 

 

$

6,192

 

 

 

96

%

(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.
 

41

 

Net cash (used in) provided by financing activities:
Net cash flows provided by financing activities increased by $68.7 million during 2026, as follows:
 

 

Three months ended March 31,

 

 

 

 

(in thousands)

2026

 

 

2025

 

 

Change

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

Tax withholding on stock-based compensation

$

(8,672

)

 

 

(6,760

)

 

 

(1,912

)

Proceeds from sale of treasury stock

 

8

 

 

 

462

 

 

 

(454

)

Contributions from noncontrolling interests

 

237

 

 

 

2,977

 

 

 

(2,740

)

Distributions to and redemptions of noncontrolling interests

 

(4,336

)

 

 

(3,510

)

 

 

(826

)

Distributions to exchangeable operating partnership unit holders

 

(2,898

)

 

 

(773

)

 

 

(2,125

)

Dividends paid to common shareholders

 

(275,915

)

 

 

(127,684

)

 

 

(148,231

)

Dividends paid to preferred shareholders

 

(3,413

)

 

 

(3,413

)

 

 

—

 

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

 

447,192

 

 

 

—

 

 

 

447,192

 

Proceeds from unsecured credit facilities

 

255,000

 

 

 

280,000

 

 

 

(25,000

)

Repayment of unsecured credit facilities

 

(345,000

)

 

 

(80,000

)

 

 

(265,000

)

Proceeds from notes payable

 

—

 

 

 

10,000

 

 

 

(10,000

)

Repayment of notes payable

 

(88,000

)

 

 

(32,787

)

 

 

(55,213

)

Scheduled principal payments

 

(3,207

)

 

 

(2,548

)

 

 

(659

)

Payment of financing costs

 

(3,899

)

 

 

(194

)

 

 

(3,705

)

Net cash (used in) provided by financing activities

$

(32,903

)

 

 

35,770

 

 

 

(68,673

)

Significant changes in financing activities during the three months ended March 31, 2026 and 2025, include the following:
• The taxes withheld in conjunction with vesting of equity award plans to satisfy employee tax withholding requirements totaled $8.7 million and $6.8 million during 2026 and 2025, respectively.

• During 2025, we received $3.0 million in contributions from noncontrolling interests for the limited partners' share of development funding.

• During 2026, we distributed $4.3 million to limited partners, including proceeds to partially redeem the non-controlling interest in two real estate partnerships. During 2025, we distributed $3.5 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.

 
We paid $150.4 million more in dividends and exchangeable operating partnership unit distributions during the three months ended March 31, 2026, of which $12.4 million was attributable to an increase in our dividend rate per share and the number of shares of our common stock and operating partnership units outstanding. The remaining $138.0 million increase was due to pre-funding of the April 1, 2026 dividend, which was funded on March 31, 2026 in accordance with the required cash settlement timing with our transfer agent.
• We had the following debt related activity during 2026:

o We received $447.2 million in proceeds from issuing unsecured public debt,

o We repaid a net $90.0 million on our Line,

o We paid $91.2 million for debt repayments, including:

▪ $88.0 million for repaying one mortgage loan at maturity, and

▪ $3.2 million in principal mortgage payments

o We paid $3.9 million in loan costs relating to the unsecured public debt offering.

• We had the following debt related activity during 2025:

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

o We drew a net $200.0 million on our Line,

o We paid $35.3 million for debt repayments, including:

▪ $32.8 million for repaying two mortgage loans at maturity, and

▪ $2.5 million in principal mortgage payments.

42

 

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)

 

(in thousands, except number of real estate
partnerships and number of properties)

 

March 31, 2026

 

 

December 31, 2025

 

 

March 31, 2026

 

 

December 31, 2025

 

Number of real estate partnerships

 

 

16

 

 

 

16

 

 

 

 

 

 

 

Regency's ownership

 

12% - 83%

 

 

12% - 83%

 

 

 

 

 

 

 

Number of properties

 

 

89

 

 

 

90

 

 

 

 

 

 

 

Assets

 

$

2,662,793

 

 

 

2,667,271

 

 

$

974,131

 

 

 

971,786

 

Liabilities

 

 

1,619,045

 

 

 

1,628,610

 

 

 

573,711

 

 

 

580,274

 

Equity

 

 

1,043,748

 

 

 

1,038,661

 

 

 

400,420

 

 

 

391,512

 

Basis difference

 

 

 

 

 

 

(41,800

)

 

 

(41,656

)

Investments in real estate partnerships

 

 

 

 

 

$

358,620

 

 

 

349,856

 

(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

 

March 31, 2026

 

 

December 31, 2025

 

GRI - Regency, LLC (GRIR) (1)

 

40%

 

$

114,334

 

 

 

112,235

 

Columbia Regency Partners II, LLC (Columbia II)

 

20%

 

 

58,578

 

 

 

60,354

 

Columbia Village District, LLC

 

30%

 

 

6,213

 

 

 

6,295

 

Individual Investors

 

 

 

 

 

 

 

 

Ballard Blocks

 

50%

 

 

57,543

 

 

 

57,830

 

Bloom on Third

 

35%

 

 

47,517

 

 

 

46,860

 

Others

 

12% - 83%

 

 

74,435

 

 

 

66,282

 

Total Investment in real estate partnerships

 

 

 

$

358,620

 

 

$

349,856

 

(1) Effective January 1, 2026, the Company purchased its partner's ownership interest in a property held within this unconsolidated real estate partnership. Upon acquisition, this property was consolidated into Regency's financial statements.

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)

 

March 31, 2026

 

Scheduled Principal Payments and Maturities by Year:

 

Scheduled
Principal
Payments

 

 

Mortgage
Loan
Maturities

 

 

Unsecured
Maturities

 

 

Total

 

 

Regency’s
Pro-Rata
Share

 

2026 (1)

 

$

5,323

 

 

 

171,062

 

 

 

13,000

 

 

 

189,385

 

 

 

65,063

 

2027

 

 

7,303

 

 

 

32,800

 

 

 

—

 

 

 

40,103

 

 

 

13,417

 

2028

 

 

4,097

 

 

 

231,235

 

 

 

—

 

 

 

235,332

 

 

 

81,592

 

2029

 

 

2,855

 

 

 

104,434

 

 

 

—

 

 

 

107,289

 

 

 

37,157

 

2030

 

 

2,349

 

 

 

215,893

 

 

 

—

 

 

 

218,242

 

 

 

77,886

 

Beyond 5 Years

 

 

2,159

 

 

 

735,131

 

 

 

—

 

 

 

737,290

 

 

 

266,069

 

Net unamortized loan costs, debt premium / (discount)

 

 

—

 

 

 

(7,728

)

 

 

—

 

 

 

(7,728

)

 

 

(2,713

)

Total

 

$

24,086

 

 

 

1,482,827

 

 

 

13,000

 

 

 

1,519,913

 

 

 

538,471

 

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

At March 31, 2026, our investments in unconsolidated real estate partnerships had notes payable of $1.5 billion maturing through 2034, of which 95.0% had a weighted average fixed interest rate of 4.1%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 6.0%, based on rates as of March 31, 2026. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $538.5 million as of March 31, 2026. As notes payable mature, they will be repaid from proceeds from new borrowings and/or capital contributions.

43

 

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 March 31,

 

(in thousands)

 

2026

 

 

2025

 

Management, transaction, and other fees

 

$

6,852

 

 

 

6,812

 

 
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 March 31, 2026, 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 March 31, 2026 the Adjusted SOFR plus the applicable margin of 0.685% was 4.415%.

• We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may also enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

We continuously monitor capital market conditions and assess our ability to favorably refinance maturing debt and to fund our commitments. Based on our current credit ratings, the available capacity under our unsecured credit facility, and the number of unencumbered high quality properties we own that could serve as collateral, we believe we will be able to issue new secured or unsecured debt to finance maturing debt obligations; however, the extent to which capital market volatility and changes in interest rates may adversely affect the cost or availability of such financing remains uncertain.
The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of March 31, 2026. 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 March 31, 2026, 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 March 31, 2026.
Further, the table below incorporates only those exposures that exist as of March 31, 2026, 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.

44

 

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 March 31, 2026.

(dollars in thousands)

 

2026

 

 

2027

 

 

2028

 

 

2029

 

 

2030

 

 

Thereafter

 

 

Total

 

 

Fair Value

 

Fixed rate debt (1)

 

$

269,483

 

 

 

757,610

 

 

 

360,304

 

 

 

527,739

 

 

 

607,608

 

 

 

2,514,882

 

 

 

5,037,626

 

 

 

4,846,390

 

Average interest rate for all fixed rate debt  (2)

 

 

4.24

%

 

 

4.35

%

 

 

4.34

%

 

 

4.53

%

 

 

4.74

%

 

 

4.75

%

 

 

 

 

 

 

Variable rate SOFR debt (1)

 

$

—

 

 

 

—

 

 

 

30,000

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

30,000

 

 

 

30,000

 

Average interest rate for all variable rate debt (2)

 

 

4.42

%

 

 

4.42

%

 

 

4.42

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
(1) Reflects amount of debt maturities during each of the years presented as of March 31, 2026. 2026 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 March 31, 2026, was used to determine the average interest rate for all future periods.

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 March 31, 2026 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 March 31, 2026 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.

45

 

 
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 2025 Form 10-K.
Item 1A. Risk Factors
In addition to the information set forth in this Report, please also refer to the Risk Factors set forth in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”).
In item 1A of our Form 10-K, we include a risk factor which is titled "Macroeconomic, political, and geopolitical conditions and governmental policies may adversely impact consumer confidence and spending and the businesses of our tenants and could, in turn, adversely impact our business." This risk factor discusses, among other risks, those related to geopolitical conflicts in the Middle East. Since the filing of our Form 10-K, a significant military conflict primarily involving the U.S., Israel and Iran, but which has also involved other countries in the Middle East, has commenced. This conflict has exacerbated certain risks previously disclosed, including the risk of energy market volatility due to impacts of the conflict on the global price of oil. Sustained increases or volatility in energy prices may contribute to broader inflationary pressures, increase operating costs at our properties, and adversely impact our tenants’ sales, costs, operating margins and financial condition. These conditions may reduce tenant demand for our space, impair tenant ability to meet their lease obligations, and limit our ability to fully recover operating costs and cost increases. In addition, inflationary pressures and higher energy costs may increase the cost of construction and construction materials, which could impact the feasibility, timing and returns of our development and redevelopment projects, as well as the cost of tenant improvements and other capital projects at our properties. The extent and duration of the current Iran-based conflict remains uncertain and, if it continues unresolved for a meaningful period of time, could materially affect our business, financial condition, and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the three months ended March 31, 2026.
The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended March 31, 2026:

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)

 

January 1 through January 31, 2026

 

 

—

 

 

$

—

 

 

 

—

 

 

$

500,000

 

February 1 through February 28, 2026

 

 

115,572

 

 

$

73.40

 

 

 

—

 

 

$

500,000

 

March 1 through March 31, 2026

 

 

2,732

 

 

$

77.07

 

 

 

—

 

 

$

500,000

 

(1) Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.

(2) On February 4, 2026, our Board approved a new common stock repurchase program, which replaced our existing program. The new program authorizes up to $500 million in repurchases, and the Company may purchase shares of its outstanding common stock through open market purchases and/or privately negotiated transactions, subject to market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. The expiration date of the new repurchase program is February 28, 2029, unless modified, extended or earlier terminated by the Board in its discretion.

Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.

46

 

Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended March 31, 2026 , 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).

47

 

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.

 
 

48

 

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.
 

May 4, 2026

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)

 

May 4, 2026

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)

 

49