10-Q – 2026-05-04 – reg-20260331.htm

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