FULLTEXT DEL 2 AV 2
10-Q – 2026-08-03 – reg-20260630.htm
(2,721
)
(788
)
(1,933
)
Total other expense, net
$
50,593
51,040
(447
)
36
Interest expense, net, increased by $3.3 million primarily due to the following:
• $5.7 million increase in Interest on notes payable primarily due to net increase in public debt at higher interest rates than previously outstanding notes; partially offset by
• $1.9 million decrease in Interest on unsecured credit facilities primarily due to carrying a lower weighted average outstanding balance under our Line in 2026 as compared to 2025.
Net investment income increased by $1.9 million primarily driven by market volatility, including a $1.6 million increase in returns on investments held in the non-qualified deferred compensation plan and a $0.3 million increase in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $2.4 million mainly due to gains on partial real estate sales recognized at unconsolidated real estate partnerships during the current period.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders :
Three months ended June 30,
(in thousands)
2026
2025
Change
Net income
$
119,739
108,349
11,390
Income attributable to noncontrolling interests
(3,975
)
(2,328
)
(1,647
)
Net income attributable to the Company
115,764
106,021
9,743
Preferred stock dividends
(3,413
)
(3,413
)
—
Net income attributable to common shareholders
$
112,351
$
102,608
$
9,743
Net income attributable to exchangeable operating partnership units
(2,360
)
(586
)
(1,774
)
Net income attributable to common unit holders
$
114,711
103,194
11,517
Results of Operations
Comparison of the six months ended June 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
Six months ended June 30,
(in thousands)
2026
2025
Change
Lease income
Base rent
$
555,438
512,927
42,511
Recoveries from tenants
206,794
182,986
23,808
Percentage rent
10,010
9,608
402
Uncollectible lease income
(3,281
)
(1,959
)
(1,322
)
Other lease income
15,388
12,747
2,641
Straight-line rent
10,025
11,394
(1,369
)
Above / below market rent amortization, net
11,037
12,481
(1,444
)
Total lease income
$
805,411
740,184
65,227
Other property income
6,427
7,520
(1,093
)
Management, transaction, and other fees
14,125
14,056
69
Total revenues
$
825,963
761,760
64,203
Lease income increased by $65.2 million primarily due to the following:
• $42.5 million increase in Base rent, mainly driven by the following:
o $23.9 million increase resulting from same properties, including:
▪ $11.0 million increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;
▪ $7.8 million increase due to redevelopment projects that commenced operations; and
▪ $5.1 million increase related to the acquisitions of the remaining ownership interests, resulting in consolidation of properties previously held in unconsolidated real estate partnerships;
37
o $13.0 million increase from acquisitions of operating properties in 2026 as compared to 2025 activity; and
o $8.1 million increase from rent commencements at completed development properties; partially offset by
o $3.0 million decrease due to dispositions of operating properties.
• $23.8 million increase from contractual Recoveries from tenants, which represent their proportionate share of the operating, maintenance, insurance, and real estate tax expenses incurred to operate our shopping centers. Recoveries from tenants increased, mainly from the following:
o $18.3 million increase primarily driven by higher recoverable operating expenses and higher recovery rates resulting from increased occupancy in the current year; and
o $6.8 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 $1.3 million decrease due to disposition of operating properties.
• $2.6 million increase in Other lease income mainly due to an increase in lease assignment fee income and termination fee income.
Changes in our operating expenses are summarized in the following table :
Six months ended June 30,
(in thousands)
2026
2025
Change
Depreciation and amortization
$
215,225
196,309
18,916
Property operating expense
144,246
129,218
15,028
Real estate taxes
101,395
93,860
7,535
General and administrative
53,173
47,080
6,093
Other operating expenses
3,038
3,632
(594
)
Total operating expenses
$
517,077
470,099
46,978
Depreciation and amortization increased by $18.9 million mainly due to the following:
• $12.7 million increase from operating properties acquired and development properties placed in service during the period; and
• $6.3 million increase from same properties primarily driven by redevelopment activities.
Property operating expense increased by $15.0 million, mainly due to the following:
• $11.0 million increase from same properties primarily reflecting higher recoverable common area maintenance and other tenant-related operating costs; and
• $5.6 million increase in acquisitions of operating properties and development properties placed in service; partially offset by
• $1.5 million decrease due to disposition of operating properties.
Real estate taxes increased by $7.5 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 $6.1 million mainly due to the following:
• $3.2 million increase in compensation costs driven by both salaries and performance-based incentive compensation; and
• $2.9 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;
Changes in Other expense, net are summarized in the following table:
Six months ended June 30,
(in thousands)
2026
2025
Change
Interest expense, net
Interest on notes payable
$
111,074
99,411
11,663
Interest on unsecured credit facilities
3,348
5,649
(2,301
)
Capitalized interest
(5,061
)
(4,534
)
(527
)
Hedge expense
95
451
(356
)
Interest income
(3,689
)
(2,692
)
(997
)
Interest expense, net
$
105,767
98,285
7,482
Provision for impairment of real estate, net of tax
—
1,262
(1,262
)
(Gain) Loss on sale of real estate, net of tax
(7,462
)
193
(7,655
)
Net investment income
(3,416
)
(27
)
(3,389
)
Total other expense, net
$
94,889
99,713
(4,824
)
38
Interest expense, net increased by $7.5 million primarily due to the following:
• $11.7 million increase in Interest on notes payable primarily due to net increase in public debt at higher interest rates than previously outstanding notes; partially offset by
• $2.3 million decrease in Interest on unsecured credit facilities primarily due to carrying a lower weighted average outstanding balance under our Line in 2026 as compared to 2025.
During the six months ended June 30, 2026, we recognized gain on sale of real estate, net of tax of $7.5 million primarily from the sale of one operating property and three outparcels.
Net investment income increased by $3.4 million primarily driven by market volatility, including a $2.9 million increase in returns on investments held in the non-qualified deferred compensation plan and a $0.5 million increase in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $10.3 million mainly due to $10.3 million in gains on partial real estate sales recognized at unconsolidated real estate partnerships during the current period.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders :
Six months ended June 30,
(in thousands)
2026
2025
Change
Net income
$
252,537
220,202
32,335
Income attributable to noncontrolling interests
(8,224
)
(4,594
)
(3,630
)
Net income attributable to the Company
244,313
215,608
28,705
Preferred stock dividends
(6,826
)
(6,826
)
—
Net income attributable to common shareholders
$
237,487
$
208,782
$
28,705
Net income attributable to exchangeable operating partnership units
(4,977
)
(1,228
)
(3,749
)
Net income attributable to common unit holders
$
242,464
210,010
32,454
Income attributable to noncontrolling interests and Net income attributable to exchangeable operating partnership units increased by $3.6 million and $3.7 million, respectively, 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.
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.
39
Same Property NOI (Non-GAAP Financial Measures):
Three months ended June 30,
Six months ended June 30,
(in thousands)
2026
2025
Change
2026
2025
Change
Base rent
$
294,244
283,908
10,336
$
585,341
565,235
20,106
Recoveries from tenants
109,952
100,542
9,410
219,772
201,236
18,536
Percentage rent
2,789
3,500
(711
)
10,920
10,819
101
Uncollectible lease income
(1,319
)
(1,483
)
164
(2,819
)
(2,028
)
(791
)
Other lease income
5,276
4,856
420
11,531
9,515
2,016
Other property income
3,515
3,991
(476
)
6,628
6,704
(76
)
Total real estate revenue
414,457
395,314
19,143
831,373
791,481
39,892
Operating and maintenance
69,533
62,932
6,601
142,542
131,359
11,183
Real estate taxes
52,979
51,228
1,751
107,657
101,645
6,012
Ground rent
3,625
3,508
117
7,286
7,196
90
Total real estate operating expenses
126,137
117,668
8,469
257,485
240,200
17,285
Same property NOI
$
288,320
277,646
10,674
$
573,888
551,281
22,607
Same property NOI growth
3.8
%
4.1
%
Same property NOI changed from the following major components:
Total real estate revenue increased by $19.1 million and $39.9 million, on a net basis, during the three and six months ended June 30, 2026, respectively, as follows:
• Base rent increased by $10.3 million and $20.1 million during the three and six months ended June 30, 2026, respectively, due to contractual rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.
• Recoveries from tenants increased by $9.4 million and $18.5 million during the three and six months ended June 30, 2026, respectively, due to higher recoverable expenses and increased occupancy and recovery rates.
• Other lease income increased by $2.0 million during the six months ended June 30, 2026, due to an increase in lease assignment fee income.
Total real estate operating expenses increased by $8.5 million and $17.3 million, on a net basis, during the three and six months ended June 30, 2026, respectively, as follows:
• Operating and maintenance increased by $6.6 million and $11.2 million during the three and six months ended June 30, 2026, respectively, primarily due to increases in common area maintenance and other tenant-recoverable costs.
• Real estate taxes increased by $6.0 million during the six months ended June 30, 2026, primarily due to an increase in real estate assessments across the portfolio.
40
Reconciliation of Same Property NOI to Net Income Attributable to Common Shareholders:
Three months ended June 30,
Six months ended June 30,
(in thousands)
2026
2025
2026
2025
Net income attributable to common shareholders
$
112,351
102,608
$
237,487
208,782
Less:
Management, transaction, and other fees
(7,192
)
(7,244
)
(14,125
)
(14,056
)
Other (1)
(12,181
)
(12,850
)
(23,577
)
(26,539
)
Plus:
Depreciation and amortization
108,803
99,535
215,225
196,309
General and administrative
27,567
25,480
53,173
47,080
Other operating expense
2,037
1,944
3,038
3,632
Other expense, net
50,593
51,040
94,889
99,713
Equity in income of investments in real estate excluded from NOI (2)
10,740
14,679
15,340
28,130
Net income attributable to noncontrolling interests
3,975
2,328
8,224
4,594
Preferred stock dividends
3,413
3,413
6,826
6,826
NOI
$
300,106
280,933
596,500
554,471
Less non-same property NOI (3)
(11,786
)
(3,287
)
(22,612
)
(3,190
)
Same property NOI
$
288,320
277,646
$
573,888
551,281
(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 June 30,
Six months ended June 30,
(in thousands)
2026
2025
2026
2025
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Net income attributable to common shareholders
$
112,351
102,608
$
237,487
208,782
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)
115,156
107,329
228,718
211,363
Provision for impairment of real estate
—
1,262
—
1,262
(Gain) Loss on sale of real estate, net of tax
(3,570
)
346
(20,617
)
245
Exchangeable operating partnership units
2,360
586
4,977
1,228
Nareit FFO attributable to common stock and unit holders
$
226,297
212,131
$
450,565
422,880
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit FFO
$
226,297
212,131
$
450,565
422,880
Adjustments to reconcile to Core Operating Earnings: (1)
Certain Non-Cash Items
Straight-line rent, net (2)
(5,390
)
(6,040
)
(9,828
)
(12,177
)
Above/below market rent amortization, net
(5,048
)
(5,376
)
(10,297
)
(11,837
)
Debt and derivative mark-to-market amortization
1,871
1,510
3,813
2,802
Core Operating Earnings
$
217,730
202,225
$
434,253
401,668
(1) Includes Regency's share of unconsolidated investment partnerships, net of amounts attributable to noncontrolling interests.
(2) Includes the impact of uncollectible straight-line rent of $0.9 million and $0.7 million for the three months ended June 30, 2026 and 2025, respectively, and $3.1 million and $1.1 million for six months ended June 30, 2026 and 2025, respectively.
41
Three months ended June 30,
Six months ended June 30,
(in thousands)
2026
2025
2026
2025
Reconciliation of Core Operating Earnings to AFFO:
Core Operating Earnings
$
217,730
202,225
$
434,253
401,668
Adjustments to reconcile to AFFO (1) :
Operating capital expenditures
(40,823
)
(32,524
)
(67,910
)
(56,277
)
Debt cost and derivative adjustments
2,372
2,297
4,602
4,426
Stock-based compensation
6,061
5,455
11,929
10,898
AFFO
$
185,340
177,453
$
382,874
360,715
(1) Includes Regency's share of unconsolidated investment partnerships, net of amounts attributable to noncontrolling interests.
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash flows from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Except for $100 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 $100 million of outstanding debt of our Parent Company, which matures in August 2026 and which we expect to repay 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.
As of June 30, 2026, we had $933.2 million 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.
42
In addition to our $186.0 million of unrestricted cash, we have the following additional sources of capital available:
(in thousands)
June 30, 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.
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 six months ended June 30, 2026 and 2025, we generated cash flows from operating activities of $434.0 million and $405.1 million, respectively, and paid $288.6 million and $263.8 million in dividends to our common and preferred stock and unit holders, in the same respective periods.
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 July 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 $1.4 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 June 30, 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 June 30, 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:
Six months ended June 30,
(in thousands)
2026
2025
Change
Net cash provided by operating activities
$
434,030
405,079
28,951
Net cash used in investing activities
(219,157
)
(372,693
)
153,536
Net cash (used in) provided by financing activities
(143,920
)
60,549
(204,469
)
Net change in cash, cash equivalents, and restricted cash
$
70,953
92,935
(21,982
)
Total cash, cash equivalents, and restricted cash
$
191,614
154,819
36,795
43
Net cash provided by operating activities:
Net cash provided by operating activities increased $29.0 million due to:
• $28.6 million increase in cash from operations due to the timing of receipts and payments
• $0.4 million increase in operating cash flow distributions from Investments in real estate partnerships.
Net cash used in investing activities:
Net cash used in investing activities changed by $153.5 million as follows:
Six months ended June 30,
(in thousands)
2026
2025
Change
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $787 in 2025
$
(32,766
)
(83,261
)
50,495
Real estate development and capital improvements
(212,003
)
(204,657
)
(7,346
)
Proceeds from sale of real estate
13,882
7,165
6,717
Proceeds from property insurance casualty claims
3,301
—
3,301
Issuance of notes receivable
(1,500
)
—
(1,500
)
Collection of notes receivable
1,069
180
889
Investments in real estate partnerships
(35,142
)
(6,217
)
(28,925
)
Return of capital from investments in real estate partnerships
40,914
—
40,914
Dividends on investment securities
1,646
1,081
565
Purchase of investment securities
(6,109
)
(96,226
)
90,117
Proceeds from sale of investment securities
7,551
9,242
(1,691
)
Net cash used in investing activities
$
(219,157
)
(372,693
)
153,536
Significant changes in investing activities include:
• We paid $32.8 million in 2026 to purchase one operating property, one property for redevelopment and two operating outparcels. We paid $83.3 million in 2025 to purchase three operating properties and one operating outparcel.
• During 2026, we invested $7.3 million more on real estate development and capital improvements than the comparable prior year period, as further detailed in a table below.
• We sold one operating property and three land parcels in 2026 for net proceeds of $13.9 million compared to one operating property in 2025 for net proceeds of $7.2 million.
• We received property insurance claim proceeds of $3.3 million in 2026.
• Investments in real estate partnerships:
o In 2026, we invested $35.1 million, including $21.8 million to fund our share of debt repayments, $7.5 million to fund our share of a property acquisition, and $5.3 million to fund our share of development and redevelopment activities.
o In 2025, we invested $6.2 million, including $3.2 million to fund our share of a property acquisition, and $3.0 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 $40.9 million from our share of proceeds from debt financing activities, a property disposition, and outparcel sales.
• Purchase of investment securities and proceeds from sale of investment securities pertaining to investment activities held in our captive insurance company and our deferred compensation plan, as well as:
o During 2025, we invested approximately $90 million in commercial time deposits with proceeds received from the May 2025 public offering of senior unsecured notes. These commercial time deposits were subsequently settled at maturity during the third and fourth quarters of 2025.
44
We plan to continue developing and redeveloping shopping centers for long-term investment. During the six months ended June 30, 2026, we deployed capital of $212.0 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
Six months ended June 30,
(in thousands)
2026
2025
Change
Capital expenditures:
Land acquisitions - Development
7,008
—
7,008
Acquisition of land & improvements - Redevelopment
17,754
—
17,754
Building and tenant improvements
56,312
48,676
7,636
Redevelopment costs
50,352
69,906
(19,554
)
Development costs
63,231
71,820
(8,589
)
Capitalized interest
4,988
3,614
1,374
Capitalized direct compensation
12,358
10,641
1,717
Real estate development and capital improvements
$
212,003
204,657
7,346
• We acquired one property for development and one property for redevelopment in 2026.
• Building and tenant improvements increased $7.6 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.
• 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)
June 30, 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
96,197
92
%
169
569
The Village at Seven Pines
Jacksonville, FL
100%
Q3-2025
2028
112,302
23
%
239
470
Ellis Village Center - Phase 1
Bay Area, CA
100%
Q3-2025
2027
29,592
55
%
49
604
Culver Commons
Los Angeles, CA
100%
Q4-2025
2028
15,852
20
%
14
1,132
Lone Tree Village
Denver, CO
100%
Q4-2025
2028
30,658
51
%
158
194
Oak Valley Village
Los Angeles, CA
75%
Q4-2025
2028
45,097
27
%
173
261
The Berkeley at Durbin Park
Jacksonville, FL
100%
Q2-2026
2028
54,814
15
%
106
517
Total Developments In-Process
$
393,903
45
%
931
423
Developments Completed
Oakley Shops at Laurel Fields
Bay Area, CA
100%
Q3-2024
2026
35,815
95
%
78
458
Total Developments Completed
$
35,815
95
%
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.
45
The following table summarizes our redevelopment projects in process and completed:
(in thousands)
June 30, 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
$
25,720
75
%
Serramonte Center - Phase 3
San Francisco, CA
100%
Q2-2023
2026
42,535
58
%
West Chester Plaza
Cincinnati, OH
100%
Q4-2024
2028
15,442
34
%
Willows Shopping Center
Bay Area, CA
100%
Q4-2024
2027
16,807
69
%
The Crossing Clarendon
Metro DC
100%
Q2-2025
2027
13,679
53
%
East Meadow Plaza - Phase 2A
Long Island, NY
100%
Q3-2025
2027
15,969
70
%
Crystal Brook Corner
Long Island, NY
100%
Q1-2026
2028
58,673
57
%
Ryanwood Square
Palm Beach, FL
100%
Q2-2026
2027
12,093
3
%
Various Redevelopments
Various
Various
Various
Various
84,916
53
%
Total Redevelopments In-Process
$
285,834
54
%
Redevelopments Completed
East Meadow Plaza - Phase 1
Long Island, NY
100%
Q3-2024
2026
11,736
90
%
Various Properties
Various
Various
Various
Various
14,999
97
%
Total Redevelopments Completed
$
26,735
94
%
(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.
Net cash (used in) provided by financing activities:
Net cash flows used in financing activities increased by $204.5 million during 2026, as follows:
Six months ended June 30,
(in thousands)
2026
2025
Change
Cash flows from financing activities:
Tax withholding on stock-based compensation
$
(9,108
)
(6,783
)
(2,325
)
Repurchase of exchangeable operating partnership units
—
(2,046
)
2,046
Proceeds from sale of treasury stock
123
462
(339
)
Contributions from noncontrolling interests
2,311
8,416
(6,105
)
Distributions to and redemptions of noncontrolling interests
(7,411
)
(6,130
)
(1,281
)
Distributions to exchangeable operating partnership unit holders
(5,796
)
(1,546
)
(4,250
)
Dividends paid to common shareholders
(275,936
)
(255,455
)
(20,481
)
Dividends paid to preferred shareholders
(6,826
)
(6,826
)
—
Repayment of fixed rate unsecured notes
(100,000
)
—
(100,000
)
Proceeds from issuance of fixed rate unsecured notes, net of debt discount
447,192
397,116
50,076
Proceeds from unsecured credit facilities
285,000
395,000
(110,000
)
Repayment of unsecured credit facilities
(375,000
)
(430,000
)
55,000
Proceeds from notes payable
—
10,000
(10,000
)
Repayment of notes payable
(88,000
)
(32,787
)
(55,213
)
Scheduled principal payments
(6,412
)
(5,060
)
(1,352
)
Payment of financing costs
(4,057
)
(3,812
)
(245
)
Net cash (used in) provided by financing activities
$
(143,920
)
60,549
(204,469
)
Significant changes in financing activities during the six months ended June 30, 2026 and 2025, include the following:
• The taxes withheld in conjunction with vesting of equity award plans to satisfy employee tax withholding requirements totaled $9.1 million and $6.8 million during 2026 and 2025, respectively.
• During 2025, we paid $2.0 million for the redemption of exchangeable operating partnership units.
• During 2026, we received $2.3 million in contributions from noncontrolling interests, representing the limited partners' respective shares of development funding. During 2025, we received $8.4 million in contributions from noncontrolling interests, representing the limited partners' share of development funding.
46
• During 2026, we distributed $7.4 million to limited partners, including proceeds to partially redeem the non-controlling interest in two real estate partnerships. During 2025, we distributed $6.1 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.
• We paid $24.7 million more in dividends and exchangeable operating partnership unit distributions during the six months ended June 30, 2026, including $18.2 million attributable to the higher dividend rate per share and $6.5 million attributable to the increase in common shares and operating partnership units outstanding.
• We had the following debt related activity during 2026:
o We repaid $100.0 million in unsecured private placement debt,
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 $94.4 million for debt repayments, including:
▪ $88.0 million for repaying one mortgage loan at maturity, and
▪ $6.4 million in principal mortgage payments
o We paid $4.1 million in loan costs relating to the unsecured public debt offering.
• We had the following debt related activity during 2025:
o We received $397.1 million in proceeds from issuing unsecured public debt,
o We repaid a net $35.0 million on our Line,
o We received $10.0 million in proceeds from a mortgage refinancing,
o We paid $37.8 million for debt repayments, including:
▪ $32.8 million for repaying two mortgage loans at maturity, and
▪ $5.1 million in principal mortgage payments.
o We paid $3.8 million in loan costs relating to the unsecured public debt offering.
Investments in Real Estate Partnerships
The following table is a summary of the unconsolidated combined assets and liabilities of our real estate partnerships and our Pro-rata share:
Combined
Regency's Share (1)
(in thousands, except number of real estate
partnerships and number of properties)
June 30, 2026
December 31, 2025
June 30, 2026
December 31, 2025
Number of real estate partnerships
16
16
Regency's ownership
12% - 83%
12% - 83%
Number of properties
90
90
Assets
$
2,710,838
2,667,271
$
986,156
971,786
Liabilities
1,641,858
1,628,610
582,035
580,274
Equity
1,068,980
1,038,661
404,121
391,512
Basis difference
(41,311
)
(41,656
)
Investments in real estate partnerships
$
362,810
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.
47
Our equity method investments in real estate partnerships consist of the following:
(in thousands)
Regency's Ownership
June 30, 2026
December 31, 2025
GRI - Regency, LLC (GRIR) (1)
40%
$
110,758
112,235
Columbia Regency Partners II, LLC (Columbia II)
20%
68,643
60,354
Columbia Village District, LLC
30%
6,061
6,295
Individual Investors
Ballard Blocks
50%
57,076
57,830
Bloom on Third
35%
47,878
46,860
Others
12% - 83%
72,394
66,282
Total Investment in real estate partnerships
$
362,810
$
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)
June 30, 2026
Scheduled Principal Payments and Maturities by Year:
Scheduled
Principal
Payments
Mortgage
Loan
Maturities
Unsecured
Maturities
Total
Regency’s
Pro-Rata
Share
2026 (1)
$
3,527
153,810
—
157,337
54,942
2027
7,303
32,800
—
40,103
13,417
2028
4,097
232,735
—
236,832
82,117
2029
2,855
104,434
—
107,289
37,157
2030
2,349
215,893
13,000
231,242
80,486
Beyond 5 Years
2,159
757,631
—
759,790
275,069
Net unamortized loan costs, debt premium / (discount)
—
(7,595
)
—
(7,595
)
(2,685
)
Total
$
22,290
1,489,708
13,000
1,524,998
540,503
(1) Reflects scheduled principal payments and maturities for the remainder of the year.
At June 30, 2026, our investments in unconsolidated real estate partnerships had notes payable of $1.5 billion maturing through 2034, of which 94.9% had a weighted average fixed interest rate of 4.2%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 5.9%, based on rates as of June 30, 2026. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $540.5 million as of June 30, 2026. As notes payable mature, they will be repaid from proceeds from new borrowings and/or capital contributions.
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 June 30,
Six months ended June 30,
(in thousands)
2026
2025
2026
2025
Management, transaction, and other fees
$
7,137
7,356
$
13,989
13,995
48
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 June 30, 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 June 30, 2026 the Adjusted SOFR plus the applicable margin of 0.685% was 4.405%.
• 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 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 June 30, 2026. For variable rate mortgages 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 June 30, 2026, and are subject to change. We continually assess the market risk for our floating-rate debt. As of June 30, 2026, our $30.0 million outstanding balance under our variable-rate line of credit was effectively fixed through an interest rate swap. Accordingly, a hypothetical 100 basis point increase in interest rates would not have had a material impact on future earnings or cash flows as of June 30, 2026.
Further, the table below incorporates only those exposures that exist as of June 30, 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.
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 June 30, 2026.
(dollars in thousands)
2026
2027
2028
2029
2030
Thereafter
Total
Fair Value
Fixed rate debt (1)
$
166,269
757,610
360,304
527,739
607,608
2,514,888
4,934,418
4,751,276
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)
4.41
%
4.41
%
4.41
%
(1) Reflects amount of debt maturities during each of the years presented as of June 30, 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 June 30, 2026, was used to determine the average interest rate for all future periods.
49
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 June 30, 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 June 30, 2026 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.
50
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 June 30, 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 June 30, 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)
April 1 through April 30, 2026
3,377
$
76.26
—
$
500,000
May 1 through May 31, 2026
2,007
$
77.85
—
$
500,000
June 1 through June 30, 2026
—
$
—
—
$
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.
51
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 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).
52
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.
53
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.
August 3, 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)
August 3, 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)
54