REG 10-K & 10-Q changes, risk factors and insider trading
Regency Centers Corp. (also REGCO, REGCP) · Nasdaq · Real Estate Investment Trusts · CIK 910606 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “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.”
New heading “Changes in interest rates may adversely impact our cost to borrow, real estate valuation, stock price, and ability to raise capital through issuance of debt and equity.”
Removed heading “Interest rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price.”
Removed heading “Economic challenges and policy changes may adversely impact our tenants and our business.”
Removed heading “Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and financial condition.”
Removed heading “Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.”
Removed heading “Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.”
Removed heading “Certain non-U.S. stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if the Parent Company does not qualify as a "domestically controlled" REIT.”
Largest changes
“The success of our business, and the businesses of our tenants, largely depends on consumer spending. While we currently own no shopping centers or other assets outside of the U.S. nor have meaningful direct international supply chain exposure, geopolitical challenges and their potential impact on the global macroeconomic environment, including the war involving Russia and Ukraine, Middle East conflicts, instability and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects of the U.S. …”see in full comparison
“labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including disruptions to global supply chains as a result of wars and geopolitical events, including those involving Russia and Ukraine and Middle East conflicts, as well as the slowing of China's economy, tariffs, pandemics, and/or inflationary pressures;”see in full comparison
“Geopolitical events and United States governmental policies relating thereto could also impact our business and the businesses of our tenants. 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. …”see in full comparison
“ESG disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. Failure to realize (or timely achieve progress on) aspirational goals and targets could adversely affect the views of our investors, third-party ESG ratings organizations and other stakeholders, thereby potentially adversely impacting our reputation, our business and stock price (to the extent that demand for our stock declines). …”see in full comparison
see in full comparisonInvestorsMany investors, lenders and other stakeholdershave become moreare focused on understanding how companies report on and address a variety of ESG factors, including institutional investors who hold a significant amount of the equity and debt of the Company. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems and frameworks that have been developed by third parties (such as TCFD and GRESB) to allow ESG comparisons between companies. Although we participate ina numbersome of these ratings systems, we do not participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot guarantee that we will be able to score well in the future. We supplement our participation in ratings systems by disclosing on our website information about ourESGinitiatives and activities, but some investors may desire additional disclosures that we do not provide. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures or engage in certain ESG-related initiatives and actions could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital.ESG disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. Failure to realize (or timely achieve progress on) aspirational goals and targets could adversely affect the views of our investors, third-party ESG ratings organizations and other stakeholders, thereby potentially adversely impacting our reputation, our business and stock price. Failure to comply with government climate and other ESG-related regulations could also subject us to significant fines and penalties, including risk of litigation. In addition, both advocates and opponents of certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns, shareholder proposals, and litigation, to advance their objectives. To the extent we are subject to such activism, it may adversely impact our business.
“The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, the potential impact of tariffs, decreasing consumer confidence and discretionary spending, increasing energy prices, and volatile interest rates. …”see in full comparison
Full comparison: every changed paragraph (71)
Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and submissions to the SEC, which provide additional information and detail. If any of the events described in the following risk factors actually occur, our business, financial condition and/ or operating results, as well as the market price of our securities, could be materially adversely affected.
Risk Factors Related to the Current Economic and Geopolitical EnvironmentsEnvironment.
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.
Our business, and the businesses of our tenants, are significantly influenced by overall economic conditions and consumer spending in the United States. A variety of macroeconomic, political, and geopolitical factors, driven in some cases by governmental policy decisions, individually or in the aggregate, could adversely affect the operating environment for retailers and service providers, including increasing the potential for a recession. These factors include federal budgetary and spending policies, actions taken by the Board of Governors of the Federal Reserve System (the "U.S. Federal Reserve"), inflationary pressures, changes in interest rates, energy price changes, labor availability and shortages (including those influenced by governmental immigration policies), supply chain disruptions, tightening credit markets, decreases in consumer confidence and discretionary spending, increases in unemployment and broader uncertainty in the macroeconomic outlook and capital markets.
Geopolitical events and United States governmental policies relating thereto could also impact our business and the businesses of our tenants. 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. In addition, geopolitical conflicts, including the war involving Russia and Ukraine, conflicts and instability in the Middle East and Venezuela, geopolitical conflicts in other regions, and economic or political tensions with trading partners including China (including any slowing of its economy), could adversely impact the businesses of our tenants and, hence, our business, It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effect they may have on global political and economic conditions over the long term.
Interest rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price.
The Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") rapidly increased its benchmark interest rate from 2021 through 2023 in response to sustained elevated inflation, which has since moderated. Higher interest rates may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.
Additionally, high interest rates adversely impact our cost of borrowing. Our exposure to high interest rates in the short term includes our variable-rate debt, which consist of borrowings under our unsecured senior line of credit and variable rate-based secured notes payable. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur high interest expense related to the issuance of new debt. Prolonged periods of high interest rates may also negatively impact the valuation of our real estate asset portfolio and could result in a decline of our stock price and market capitalization, which may adversely impact our ability to raise equity capital on favorable terms through sales of our common shares, including through our At the Market ("ATM") program.
Although the extent of any prolonged periods of high interest rates remains unknown at this time, negative impacts to our cost of capital may also adversely affect our future business plans and growth, at least in the near term.
Economic challenges and policy changes may adversely impact our tenants and our business.
The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, the potential impact of tariffs, decreasing consumer confidence and discretionary spending, increasing energy prices, and volatile interest rates. Changes in immigration policies or restrictions, as well as shifts in labor availability due to immigration trends, may further contribute to labor shortages, impacting our tenants' operations and profitability. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States, including the potential for a recession.
TheseThe economicindividual challengesor could adverselyaggregate impact our volume of leasingany activity, which could include tenant move outs and/or higher levels of uncollectible lease income, as well as negatively affect the business and financial results of our tenants. The aggregate impactsall of these currentevents, economicconditions challengesand policy decisions may alsoreduce consumer spending, increase our tenants’ operating costs, reduce demand for their products or services, impact their access to labor or credit, and impair their ability to meet their lease obligations. In turn, this could negatively affect the overall market for retail space, resulting in decreased demand for space in our centers.centers, This, in turn,which could result in pricingreduced leasing activity, downward pressure on rentrents that we are able to charge to new or renewing tenants,tenants and higher vacancy levels, such that future rent spreadscollection and recovery of operating expenses could be adversely impacted.impacted and uncollectible rent income could increase. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of either or both may become more limited. All of this, individually or in the aggregate, could adversely impact our results of operations, cash flows, and the financial condition of the Company.
Changes in interest rates may adversely impact our cost to borrow, real estate valuation, stock price, and ability to raise capital through issuance of debt and equity.
The U.S. Federal Reserve has changed its benchmark federal funds rate at different times since 2021. Currently, the federal funds rate remains elevated as compared with the 2010-2020 period. The federal funds rate has historically been adjusted by the U.S. Federal Reserve to address its perception of economic conditions, including inflation and the jobs market.
Although the U.S. Federal Reserve has more recently reduced the federal funds rate, the future direction, magnitude, and pace of interest rate changes as always remain uncertain. Prolonged periods of elevated or volatile interest rates may adversely impact our cost of borrowing. While a significant amount of our outstanding debt has fixed interest rates, we also borrow funds at variable interest rates under the Line. As of December 31, 2025, less than 2.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition to our exposure to variable-rate debt, we have approximately $348.3 million and $752.1 million of consolidated fixed rate debt maturing in 2026 and 2027 that we expect to refinance, in whole or part, by accessing the public and/or private debt markets. If interest rates are elevated or volatile at the time these obligations are refinanced, the cost of issuing new debt could be materially higher than our maturing debt, which would increase our overall cost of capital and adversely affect our liquidity, results of operations, and cash flows.
Prolonged periods of high interest rates may also negatively impact the capitalization rates applied by investors when analyzing the valuation of our real estate asset portfolio. This could result in a decline in our stock price and market capitalization, which may adversely impact our ability to raise equity capital on acceptable terms through sales of our common shares, including through our At the Market ("ATM") program, which we have historically used from time to time to refinance debt, fund acquisition, development and redevelopment investments, and for general corporate purposes.
Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and financial condition.
The success of our business, and the businesses of our tenants, largely depends on consumer spending. While we currently own no shopping centers or other assets outside of the U.S. nor have meaningful direct international supply chain exposure, geopolitical challenges and their potential impact on the global macroeconomic environment, including the war involving Russia and Ukraine, Middle East conflicts, instability and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects of the U.S. economy and, therefore, consumer spending. In addition, these geopolitical challenges could impact other areas of the U.S. economy, which could impact our business and the businesses of our tenants through rising inflation and interest rates (and, hence, reduced availability and/or increased costs of borrowing), increased energy prices, labor shortages, supply chain constraints and, potentially, a U.S. economic recession. It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effects they may have on global political and economic conditions over the long term. However, a substantial delay in or lack of resolution of any of these challenges could have an adverse impact on the U.S. economy and consumer spending and, therefore, an adverse effect on our results of operations and the financial condition of the Company.
Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease obligations could be negatively impacted by the disruptions and uncertainties of a pandemic, such as COVID-19,pandemic or other public health crises. Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and as it relates to the Company, their ability to comply with their lease obligations. Therefore, our future results of operations and overall financial performance could be uncertain should a pandemic or other public health crises occur.
Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.
Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of base rent, expense recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including reduced rents. payment for costs of renovations, or other monetary concessions. The economic and market conditions potentially affecting the retail industry and our properties specifically include the following:
changes in national, regional and local economic conditions;
changes in population and migration patterns to/from the markets in which we operate;
deterioration in the competitiveness and creditworthiness of our retail tenants;
increased competition from the use of e-commerce by retailers and consumers as well as other concepts that could impact more traditional retail;
labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including disruptions to global supply chains as a result of wars and geopolitical events, including those involving Russia and Ukraine and Middle East conflicts, as well as the slowing of China's economy, tariffs, pandemics, and/or inflationary pressures;
tenant bankruptcies and subsequent rejections of our leases;
reductions in consumer spending and retail sales, including inflationary impacts on consumer behavior;
reduced tenant demand for retail space;
oversupply of retail space;
reduced consumer demand for certain retail categories;
consolidation within the retail sector;
increased operating costs attendant to owning and operating retail shopping centers;
perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; and other factors which could alter shopping habits or otherwise deter customers from visiting our shopping centers, such as actual or anticipated criminal activity, including civil unrest, acts of terrorism, or other types of violent crimes.
To the extent that any or a combination of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand for retail space, market rents and rent growth, capital expenditures, the percent leased levels of our properties, the value of our properties, our ability to sell, acquire or develop properties, our operating results and our cash flows.
Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-uppick-up, as well as autonomous delivery systems, may adversely impact our revenues, results of operations, and cash flows.
Retailers with brick and mortar stores face the risk of the impact of e-commerce and changes in customer buying habits, including shopping from home andhome, the delivery or curbside pick-up of items ordered online.online, and various experimental retail experiences. Retailers are constantly considering these customer buying habits and other trends when making decisions regarding their brick and mortar stores and how they will compete and innovate in a rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods which have historically been less likely to be purchased online; however, the continuing change in customer buying habits, including e-commerce sales in all retail categories may cause retailers to adjust the size or number of their retail locations in the future or close stores. For example, our grocer tenants are incorporating e-commerce concepts through third-party delivery platforms, home delivery and curbside pick-up, which could reduce foot traffic at our centers. These alternativeAutonomous delivery methodssystems, aredrone moredeliveries, likelyand torobotic impact foot traffic at ourfulfillment centers incould certainalso higher-incomereduce marketsthe where consumers are willing to pay premiumsneed for suchstrategically services.located Changesretail in customer buying habits and shopping trends may also impact the profitability and financial condition of retailers that do not adapt to changes in market conditions, and therefore may impact their ability to pay rent. This shift may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows.space.
In addition, while our grocery tenants span a range of different formats, traditional grocers have seen, and may continue to see, loss of business to non-traditional grocers (such as Walmart, and Target), "discount grocers" (such as Aldi and Dollar General) and "specialty grocers" (such as Whole Foods, Trader Joe's and Fresh Market), which may also impact foot traffic at some of our centers. These alternative delivery methods, formats and shift in shopping preferences could be more likely to impact foot traffic at our centers in certain higher-income markets where consumers are willing to pay premiums for such services. Changes in customer buying habits and shopping trends may also impact the profitability and financial condition of retailers that do not adapt to changes in market conditions, and therefore may impact their ability to pay rent.
Any or all of these trends, technological changes and offering of different retail options and experiences may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows.
"Anchor Tenants" (tenants occupying 10,000Anchor square feet or moreSpaces) operate large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the attraction and success of other tenants by drawing shoppers to the property. Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant Anchor Tenant:
experiences a downturn in its business or profitability;
Due to their desirability as tenants, sought-after anchorsAnchor Tenants often exercise considerable leverage in lease negotiations and may obtain favorable provisions relative to other tenants. For example, some anchorsAnchor Tenants have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated "Anchor Space" (spaces 10,000 square feet or more),Space, including space that may be owned by the anchorAnchor Tenant (as discussed below), can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. In addition, if a significant tenant vacates a property, so-called "co-tenancy clauses" in select leases may allow other tenants to modify or terminate their rent payment or other lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.
At December 31, 2024,2025, tenants with lessfewer than three locations ("Local Tenants") represent approximately 22%21% of annualized base rent. Local Tenants vary from retail shops and restaurants to service providers. These Local Tenants may be more vulnerable to unfavorable economic conditions and changing customer buying habits and retail trends than larger tenants, and may have more limited resources and access to capital than othernational or regional tenants. As such, in the event of a downturn in economic conditionsconditions, governmental policy changes or adversely changing retail habits and trends, they may suffer disproportionately greater impacts and be at greater risk of lease default than other tenants.
Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or all of their leases and close related stores. In addition, any unsecured claim we hold against a bankrupt tenant for unpaid rent may 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, it is likely that we would recover substantially less than the full value of any unsecured claims we hold.hold (and at times in the past that has been the case). Additionally, we have incurred, and in the future may incurincur, significant expense to recover our claim and 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 have in the past experienced, and may experience in the future, a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant.
Certain costs and expenses associated with operating our properties, such as real estate taxes, insurance, utilities and common area expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances. For example, in recent years we have seen material increases in the cost of insurance for our properties. As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such adverse circumstances and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows, operating results and financial performance may be adversely impacted.
Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have aan material negativeadverse effect on us.
All of our properties are required to comply with the Americans with Disabilities Act (the "ADA"), which generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements has in the past, and may in the future require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations and building codes as they may be adopted by governmental entities and become applicable to the properties. Costs to be in compliance with the ADA or any other building, fire, and safety regulations could have a material negative impact on our results of operations.
In addition to the potential physical, operational and financial impacts to our business, we also cannot reliably predict how the federal government and the state and local governments in the areas in which we operate will legislatively respond to the risks associated with climate change. Certain states in which we own and operate shopping centers, includingsuch as the State of California, Massachusetts and New York, have passed legislation that requires reporting on climate related financial-risk and greenhouse gas ("GHG") emissions, or may require, for example, overall reductions by the state of greenhouse gas ("GHG") emissions (which may, in turn, result in future legal obligations on business operators like us),. In addition, anti-climate change advocates, as well as certain state attorneys general, have also commenced investigations and certificationbrought andlegal disclosure of estimated direct and indirect GHG emissions by individual companies. The SEC has also proposed rules requiring, among other things, disclosureschallenges relating to estimatedcorporate GHGclimate emissions,initiatives potentialand financialcommitments. exposureAlso, through one or more executive orders issued by the president and policy implementation by executive branch agencies, the federal government has implemented policy changes intended to de-emphasize climate change and initiatives relating to climateits change, and company-specific governance of climate-related risks. Litigation has been filed challenging the proposed SEC rules and California legislation, and it is possible that litigation may be filed in respect of other climate-related laws and rules.mitigation. Additional state and federal lawslaws, rules and ruleslegal challenges with respect to climate change may be enacted or brought in the futurefuture, and the extent and scope of their requirements and impact on companies like Regency are unknown. ComplianceWhile many of our investments relating to GHG emission reduction, energy efficient lighting, building systems upgrades, clean energy installations, water usage reduction and other similar initiatives provide favorable returns and contribute to the resilience of our assets and sustainability of our business, compliance with various andnumerous, potentially fragmented current and future laws and regulations related to perceived risks of climate change mayhas also requirerequired us to make additional investments in or for our properties and incur additional costs, as well as to implement new or additional processes and controls to facilitate compliance.better disclosure and meet compliance and disclosure obligations, and we expect this to continue into the future.
In sum, taking these risks and potential impacts together, climate change may materially and adversely impact our business by increasing the cost to operate our properties, for example, with respect to infrastructure and facilities construction and maintenance, energy, insurance (and, potentially, the incurrence of uninsured losses), taxes, consultants and advisors, and other unforeseen fees, costs and expenses. We may also face disruptions to our business and the businesses of our tenants, which may result in higher costs or even some tenants being unable to conduct business in certain locations. In addition, we face the risk of the impacts of current, proposed and future legislativelegislative, regulatory and regulatoryother governmental policy-related requirements in response to the perceived risks of climate change.change, as well as the expectations of investors, lenders and other stakeholders as to disclosures and responses relating to climate-related matters. At this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change and our responses to it will not have a material and adverse effect on the value of our properties and our operational and financial performance in the future.
An increased and differing focus on metrics and reporting related to environmental, social and governance ("ESG") factors by investorsinvestors, lenders and other stakeholders may impose additional costs and expose us to new risks.
InvestorsMany investors, lenders and other stakeholders have become moreare focused on understanding how companies report on and address a variety of ESG factors, including institutional investors who hold a significant amount of the equity and debt of the Company. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems and frameworks that have been developed by third parties (such as TCFD and GRESB) to allow ESG comparisons between companies. Although we participate in a numbersome of these ratings systems, we do not participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot guarantee that we will be able to score well in the future. We supplement our participation in ratings systems by disclosing on our website information about our ESGinitiatives and activities, but some investors may desire additional disclosures that we do not provide. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures or engage in certain ESG-related initiatives and actions could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital. ESG disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. Failure to realize (or timely achieve progress on) aspirational goals and targets could adversely affect the views of our investors, third-party ESG ratings organizations and other stakeholders, thereby potentially adversely impacting our reputation, our business and stock price. Failure to comply with government climate and other ESG-related regulations could also subject us to significant fines and penalties, including risk of litigation. In addition, both advocates and opponents of certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns, shareholder proposals, and litigation, to advance their objectives. To the extent we are subject to such activism, it may adversely impact our business.
ESG disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. Failure to realize (or timely achieve progress on) aspirational goals and targets could adversely affect the views of our investors, third-party ESG ratings organizations and other stakeholders, thereby potentially adversely impacting our reputation, our business and stock price (to the extent that demand for our stock declines). We may also face scrutiny by anti-ESG stakeholders for having such goals or targets, or for our participation in ESG rating or other systems. Moreover, we expect investor, lender and other stakeholder pressure to comply with these voluntary disclosure frameworks to continue, irrespective of climate-related policy decisions by the federal government. Failure to comply with government climate and other ESG-related regulations could also subject us to significant fines and penalties, including risk of litigation, as well as negative perception by stakeholders. In addition, both advocates and opponents of certain ESG matters may resort to a range of activism forms, including media campaigns, shareholder proposals, and litigation, to advance their objectives. To the extent we are subject to such activism, it may adversely impact our business.
We carry liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses, such as losses from named windstorms, hurricanes, earthquakes, flooding, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance coverage. In addition, it is possible that the availability of insurance coverage in certain geographic areas may decrease in the future or become unavailable to us, and the cost to procure such insurance may increase due to lack of market availability or other factors beyond our control. As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure or otherwise assume some or all of this risk.risk through deductibles, retentions and other risk-sharing structures. Should a loss occur at any of our properties that is in excess of the insurance limits of our policies, we may lose part or all of our invested capital and revenues from the impacted property or properties, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.
If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property management, leasing and construction management fees from these partnerships as well as the operating income of the properties, which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these dissolution provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby losing the operating income and cash flow.
Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our propertiesproperties, which may adversely affect results of operations and financial condition.
To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of equity capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding lenders willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.
Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.
Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our credit facility, and certain secured borrowings. As of December 31, 2024, less than 1.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other obligations and also may reduce the amount we are able to distribute to our stock and unit holders.
Like all companies, we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our information technology systems and confidential information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well asand through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), "deep fakes" generated through the use of Artificial Intelligence ("AI") tools, malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) information technology systems, products or services. We have experienced cyberattacks and cybersecurity incidents in the past (although none had material adverse impacts on our business or results of operations) and expect to face similar ongoing threats in the future. To the extent we or a third party were to experience a material breach of our information technology systems that results in the unauthorized access, theft, use, manipulation, destruction or other compromises of our confidential information stored in such systems, including through cyber-attacks such as ransomware, denial of service or other methods, such a breach may cause us to lose tenants and employees, result in adverse financial impact, incur third party claims and cause disruption to our business and plans. Despite planning, preparation, and preventative and risk-management measures, our business may be significantly disrupted if unable to quickly recover. Remote and hybrid working arrangements at our company (and at many third-party providers) may also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. Additionally, any integration of AI in our or any service providers’ operations, products or services may pose new or unknown cybersecurity risks and challenges. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls and procedures, will be fully implemented, complied with or effective in protecting our systems and information. Such security breaches also could subject us to litigation and governmental investigations and proceedings into potential violations of applicable U.S. privacy or other laws. Any of these events could result in our exposure to material civil or criminal liability, and we may not be able to fully recover these expenses from our service providers, responsible parties, or insurance carriers, or that applicable insurance will be available to us in the future on economically reasonable terms or at all. We can provide no assurance that the ongoing significant investments in technology and training we make relating to cybersecurity will avoid or prevent such breaches or attacks.
Cyberattacks are expected to accelerateincrease on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligenceAI—that trick humans into taking unwarranted actions, circumvent security controls, evade detection and remove forensic evidence. Despite the implementation of training of our employees and security measures for our disaster recovery and business continuity plans, our information systems may be vulnerable to damage or other adverse impact from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure. Any system failure or accident that causes disruption or interruptions to our information systems could result in a material disruption to our operations and business, and cause us to incur material costs to remedy such damages or adverse impacts.
Management's Discussion & Analysis (MD&A)
Removed heading “Environmental Matters”
Largest changes
“We recognize that current domestic and global economic policies and conditions such as tariffs, trade deal activity, inflation, labor cost and availability, energy prices, interest rate volatility, supply chain disruptions, access to and cost of credit, and tax and regulatory changes, have introduced additional business uncertainty to some of our tenants. These economic policies and conditions could place further financial strain on our tenants by impacting sales, raising costs and compressing margins. …”see in full comparison
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 January 2026 dividends for our common and preferred stocksee in full comparisondividendandpaymentsOperatinginPartnershipJanuary 2025,units, we estimate that we will require capital during the next 12 months of approximately$544.9$910 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirementsaremaybeingbe impacted byinflation resulting inincreased costs of construction caused by, without limitation, tariffs and inflation affecting materials, labor, and services from third party contractors and suppliers.InWeresponse,continuewetohave implementedimplement mitigation strategiessuchincluding,asbut 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.
“As of December 31, 2025, we had $441.8 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. …”see in full comparison
“We are subject to numerous environmental laws and regulations, which primarily pertain to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the relatively few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. …”see in full comparison
“In October 2022, Kroger Co. and Albertsons Companies, Inc. announced a proposed merger, and in September 2023, an agreement for a separate transaction was announced to divest certain assets of each company to a third party, C&S Wholesale Grocers. The proposed merger was terminated in the fourth quarter of 2024 after adverse court rulings that enjoined the transaction primarily due to antitrust issues.”see in full comparison
Full comparison: every changed paragraph (178)
During the year ended December 31, 2024,2025, we had Net income attributable to common shareholders of $386.7$513.8 million as compared to $359.5$386.7 million during the year ended December 31, 20232024. with theThe increase was primarily relatedattributable to thea 2023$72.2 acquisitionmillion ofgain UBP.recognized from a partial distribution-in-kind transaction and a $45.2 million increase in base rent from same properties, reflecting improved operating performance.
Our Pro-rata same property NOI, excluding termination fees, grew 3.1%,5.3%, as compared to the year ended December 31, 2024, 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 2,0321,899 new and renewal leasing transactions representing 7.4 million Pro-rata SF with positive rent spreads of 10.8% during 2025, compared to 2,032 leasing transactions representing 9.9 million Pro-rata SF with positive rent spreads of 9.5% during 2024, compared to 1,839 such transactions representing 6.9 million Pro-rata SF with positive rent spreads of 10.0% in 2023.2024. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
We continued our development and redevelopment of high qualityhigh-quality shopping centers:
We engaged in successful capital markets transactions and related activity that enabled us to maintainmaintained liquidity and the financial flexibility to cost effectively fund investment opportunities and debt maturities:
In February 2025, the Company received a credit rating upgrade to A- with a stable outlook, from S&P Global Ratings. The Company maintains an A3 rating with a stable outlook from Moody’s Investors Service.
In May 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0% (the "2025 Notes").
In July 2025, as consideration for the acquisition of five operating properties, the Operating Partnership issued 2,773,087 Common Units, and assumed $150 million of secured mortgage debt with a weighted average interest rate of 4.2% and an average remaining term of approximately 12 years.
The Company settled forward sales agreements entered into during 2024 under its At-the-Market ("ATM") program as follows:
In August 2025, the Company issued 673,172 shares of common stock and received $49.2 million of net proceeds.
In October 2025, the Company issued an additional 666,205 shares of common stock and received $49.1 million of net proceeds. Upon completion of these settlements, the Company had fully settled all forward sales agreements entered into during 2024.
In October 2025, the Company received a property distribution from its Regency-GRI real estate investment partnership. The distribution involved 11 of the 66 properties within the partnership, and the Company received five of these properties, which had an aggregate fair value of $113.9 million. In addition, the Company assumed an existing fixed rate mortgage loan on one property of $10 million, maturing January 2026 with an interest rate of 3.95%. The remaining six properties were distributed to the Company's partner. The Company repaid the assumed mortgage loan in full in December 2025.
We received a credit rating upgrade to A3 with a stable outlook from Moody's Investors Service, and S&P Global upgraded our outlook to 'Positive' and affirmed the Company's BBB+ credit rating.
On January 8, 2024, we priced a public offering of $400 million of senior unsecured notes due in 2034, with a coupon of 5.25% . We used a portion of the net proceeds to reduce the outstanding balance on the Line and invested the remaining net proceeds in certificates of deposit and short-term U.S. Treasury mutual funds until required for general corporate purposes including the repayment of outstanding debt, as further described below. All such investments matured within the year.
OnIn JuneNovember 17,2025, 2024,the weCompany repaid $250 million of maturing seniorfixed-rate unsecured notes.debt upon maturity.
On August 12, 2024, we priced a public offering of $325 million of senior unsecured notes due in 2035, with a coupon of 5.1%. We used the net proceeds from this offering to reduce the outstanding balance on the Line.
WeAs haveof $101.6December 31, 2025, we had $441.8 million of secured loans maturing during the next 12 months, including Regency's pro-rata share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay-offpay off as they mature. Of this amount, $88.0 million was repaid at maturity on February 2, 2026.
At December 31, 2024,2025, we had $1.4 billion available on the Line, which expires on March 23, 2028 unless we exercise the available options to extend the maturityexpiration 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.
During November and December 2024, we entered into forward sale agreements with respect to 1,339,377 shares that were purchased in several tranches at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses. These shares are pledged under forward sale agreements and must be settled within one year of their trade dates, which vary by agreement and are expected to result in net proceeds of approximately $100 million. Proceeds from the issuance of shares are expected to be used to fund acquisitions of operating properties, to fund developments and redevelopments, and for general corporate purposes. No shares have been settled through December 31, 2024.
Our percent leased increased primarily due to favorable leasing activity in both our Anchor and Shop Space categories during 2024.
Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.
In October 2022, Kroger Co. and Albertsons Companies, Inc. announced a proposed merger, and in September 2023, an agreement for a separate transaction was announced to divest certain assets of each company to a third party, C&S Wholesale Grocers. The proposed merger was terminated in the fourth quarter of 2024 after adverse court rulings that enjoined the transaction primarily due to antitrust issues.
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 potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations.
We recognize that current domestic and global economic policies and conditions such as tariffs, trade deal activity, inflation, labor cost and availability, energy prices, interest rate volatility, supply chain disruptions, access to and cost of credit, and tax and regulatory changes, have introduced additional business uncertainty to some of our tenants. These economic policies and conditions could place further financial strain on our tenants by impacting sales, raising costs and compressing margins. The impacts of these policies and conditions, which could included an economic downturn or recession, could negatively impact our tenants and their ability to continue to meet their lease obligations.
Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, in a tenant bankruptcy situation it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. As of December 31, 2024,2025, the tenants who are currently in bankruptcy and which continue to occupy space in our shopping centers represent an aggregate of 0.7%0.69% of our Pro-rata annual base rent with no single tenant exceeding 0.5% of Pro-rata annual base rent.
The results of operations for the year ended December 31, 2024, include a full year of results from our acquisition of UBP on August 18, 2023 as compared to a partial year in 2023.
The changesChanges in revenues are summarized in the following table:
$63.0 million increase resulting from the acquisition of UBP;
$15.1$25.7 million increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases; and $7.4 million increase due to redevelopment projects that commenced operations in 2024.
$14.0 million increase due to redevelopment projects that commenced operations in 2025; and $5.5 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships;
$6.5 million increase from acquisitions of other operating properties in 2024 and 2023;
$1.9 million increase from rent commencements at completed development properties; partially offset by $4.4 million decrease due to dispositions of operating properties.
$33.4 million increase in 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:
$23.5 million increase from the acquisition of UBP;
$8.6 million increase from same properties primarily due to higher operating costs in the current year coupled with higher expense recovery rates;
$2.3$16.2 million increase drivenfrom by the acquisitionacquisitions of other operating properties in 20232025 as compared to 2024 activity; and 2024$5.0 andmillion increase from rent commencements at completed development properties; partially offset by $1.0$3.5 million decrease fromdue dispositionsto disposition of operating properties.
$31.1 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:
$23.2 million increase primarily driven by higher operating costs and higher recovery rates due to increased occupancy in the current year;
$6.5 million increase driven by the acquisition of operating properties in 2025 as compared to 2024 and rent commencements at development properties; and $2.0 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by $0.5 million decrease due to disposition of operating properties.
$2.8 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, which reduced our adjustment in the comparative period.
$3.0$1.6 million increase in Other lease income primarilymainly due to: increase in lease termination fee income.
$5.1 million increase driven by acquisition of UBP; partially offset by $2.1 million decrease mainly due to lease termination fee income recognized in the comparative period.
$9.5 million increase in Straight-line rent mainly due to:
$4.3$4.2 million increase in Straight-line rent mainly due to timing and degree of contractual rent steps and new lease commencements within same properties;commencements.
$3.4 million increase from the acquisition of UBP, and
$1.8 million increase from lease commencements at development properties and acquisitions of other operating properties.
$6.0 million decrease in Above and below market rent, net primarily due to:
$8.9 million decrease from same properties mainly driven by accelerated below market rent amortization from an early tenant move-out in 2023; partially offset by $2.9 million increase from the acquisition of UBP and other operating properties.
Other property income increased by $3.1 million primarily due to business interruption insurance proceeds received in 2024.
There were no significant changes in Other property income, or Management, transaction, and other fees.
$33.4 million increase from the acquisition of UBP;
$6.4 million increase from acquisitions of other operating properties and development properties becoming available for occupancy;
$3.2$16.7 million increase from acquisitions of operating properties and development properties becoming available for occupancy; and $3.9 million increase related to acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by $9.1 million decrease from same properties mainly driven by the timing of capital expenditures being placed in service within our redevelopment projects and accelerated amortization of certain early tenant move-outs; partiallyand offset by $1.1$1.4 million decrease from dispositions of operating properties.
$18.1 million increase from the acquisition of UBP; and
$1.3$11.7 million increase from same properties primarily attributabledue to higher recoverable common area maintenancemaintenance, management and otherutility tenant-related costs.expenses;
Real estate taxes increased by $18.9 million, mainly due to the following:
$14.9 million increase from acquisition of UBP; and
$3.5 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio.
$1.2$4.1 million increase from thein acquisitions of other operating properties and development properties; and $1.4 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by $0.7$1.0 million decrease fromdue dispositionsto disposition of operating properties.
GeneralReal andestate administrative coststaxes increased by $3.7$7.9 million, mainly due to the following:
What changed in the latest 10-Q
Risk Factors
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Results of Operations”
New heading “Comparison of the six months ended June 30, 2026 and 2025:”
Largest changes
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 economicsee in full comparisonsanctions.sanctions, as well as global economic conflicts. Additionally, geopolitical and macroeconomic challenges, including thewarswar involving Russia and Ukraine,the U.S.andIran, otherconflictsand instabilityin the Middle Eastand in other parts ofinvolving theworld,U.S. andeconomicitsconflictsallies,withIranChina, as well as the slowing ofand itseconomy,allies, and Israel, could adversely impact aspects of the U.S. economy and, therefore, consumer confidence and spending.
“$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.”see in full comparison
see in full comparison$6.0$5.7 million increase in Interest on notes payable primarily due tonewnetnetincrease in public debtissuancesatsubsequenthighertointeresttheratespriorthanyearpreviouslyperiodoutstanding notes; partially offset by$0.6$1.9 millionincrease in Capitalized interest based on the timing and progress of our development and redevelopment projects; and $0.6 million increasedecrease in Interestincomeon unsecured credit facilities primarily due tomaintainingcarryinghigheralevelslowerofweightedexcessaveragecashoutstanding balance under our Line inshort2026termasinvestmentscomparedintothe current period.2025.
“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.”see in full comparison
Full comparison: every changed paragraph (115)
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,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.
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.
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 gross leasable area ("GLA") related to the project, or (ii) the property features at least two years of anchor operations, if applicable.
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 MarchJune 31,30, 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 MarchJune 31,30, 2026, we had full or partial ownership interests in 481482 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 58.558.8 million square feet ("SF") of gross leasable area ("GLA").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.
During the threesix months ended MarchJune 31,30, 2026, we had Net income attributable to common shareholders of $125.1$237.5 million as compared to $106.2$208.8 million during the threesix months ended MarchJune 31,30, 2025.
During the threesix months ended MarchJune 31,30, 2026:
Our Same property NOI grew 4.4%,4.1%, as compared to the threesix months ended MarchJune 31,30, 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 444933 new and renewal leasing transactions representing 1.63.9 million Pro-rata SF with positive rent spreads of 12.1%11.2% during the threesix months ended MarchJune 31,30, 2026, compared to 450944 leasing transactions representing 1.43.2 million Pro-rata SF with positive rent spreads of 8.1%9.1% during the threesix months ended MarchJune 31,30, 2025. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
At MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025, our total property portfolio was 96.2%,96.5%, 96.1%, and 96.3%96.2% leased, respectively. At MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025 our same property portfolio was 96.6%,96.9%, 96.5%, and 96.6%96.5% leased, respectively.
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 threesix months ended MarchJune 31,30, 2026 represented $42.0$62.6 million of estimated net project costs, with an average stabilized yield of 7.9%.9.6%. 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.
Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $679.7 million at June 30, 2026, compared to $597.4 million at December 31, 2025.
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 bewere used for the repayment of $100 million of 3.81% unsecured publicprivate debtplacement notes due May 11, 2026, upon its maturity, as well as for general corporate purposes.
As of MarchJune 31,30, 2026, we had $1.0$933.2 billionmillion 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 MarchJune 31,30, 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.
Refer to the EstimatedEstimates, 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.
The weighted-average base rent PSF on signed Shop Space leases for the threesix months ended MarchJune 31,30, 2026 is $41.20$41.29 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$39.48 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 12.1%11.2% for the threesix months ended MarchJune 31,30, 2026, compared to 8.1%9.1% for the threesix months ended MarchJune 31,30, 2025.
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 disposaldisposable 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.sanctions, as well as global economic conflicts. Additionally, geopolitical and macroeconomic challenges, including the warswar involving Russia and Ukraine, the U.S. and Iran, other conflicts and instability in the Middle East and in other parts ofinvolving the world,U.S. and economicits conflictsallies, withIran China, as well as the slowing ofand its economy,allies, and Israel, could adversely 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 MarchJune 31,30, 2026, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.4%0.2% of our Pro-rata annual base rent.
Comparison of the three months ended MarchJune 31,30, 2026 and 2025:
LeaseTotal lease income increased by $31.5$33.7 million primarily due to the following:
$20.6$21.9 million increase in Base rent, mainlyprimarily driven by the following:
$11.6$12.3 million net increase resulting from same properties, including:
$5.0$6.1 million net increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;
$4.1$3.7 million increase due to redevelopment projects that commencedcommencing operations; and $2.5 million increase related to the acquisitions of the remaining ownership interestsinterests, resulting in and resulting consolidation of properties previously held in unconsolidated real estate partnerships;
$7.1$5.8 million increase from acquisitions of operating properties in 2026 as compared to 2025 activity; and $3.4$4.8 million increase from rent commencements at completed development properties; partially offset by $1.5 million decrease due to dispositions of operating properties.
$11.8$12.0 million increase from contractual Recoveries from tenantstenants, which representsrepresent their proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incurincurred to operate our shopping centers. Recoveries from tenants increased, mainly from the following:
$9.5$8.8 million increase primarily driven by higher recoverable operating costsexpenses and higher recovery rates dueresulting tofrom increased occupancy in the current year; and $2.9$3.9 million increase driven by the acquisition of operating properties in 2026 as compared to 2025, and rent commencements at development properties; partially offset by $0.6 million decrease due to dispositiondispositions 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.
Depreciation and amortization increased by $9.6$9.3 millionmillion, mainly due to the following:
$7.0$5.7 million increase from operating properties acquired and development properties placed in service during the period; and $2.6$3.5 million increase from same properties primarily driven by redevelopment activities.projects placed in service.
$4.5$6.5 million increase from same properties primarily due to higher recoverable common area maintenance and other tenant-related costsexpenses; and $2.3$4.4 million increase inprimarily acquisitions offrom operating propertiesproperty acquisitions and development properties; partially offset by $1.1 million decrease attributable to higher property damage costs incurred in the prior period; and $0.8$0.7 million decrease due to dispositiondispositions of operating properties.
Real estate taxes increased by $5.1$2.5 million, mainly due to the acquisitionacquisitions of operating properties and increases in real estate tax assessments across the same property portfolio.
General and administrative costs increased by $4.0$2.1 millionmillion, mainly due to the following:
$1.8$1.6 million increase in compensation costsexpense driven by both salaries and performance-based incentive compensationbenefits;
$1.3$1.6 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; andpartially $0.9offset by $1.1 million increasedecrease primarily attributable to higherlower costsexpenses in communication, professional fees and other general and administrative expenses.
There were no significant changes in Other operating expenses.
Interest expense, netnet, increased by $4.2$3.3 million primarily due to the following:
$6.0$5.7 million increase in Interest on notes payable primarily due to newnet netincrease in public debt issuancesat subsequenthigher tointerest therates priorthan yearpreviously periodoutstanding notes; partially offset by $0.6$1.9 million increase in Capitalized interest based on the timing and progress of our development and redevelopment projects; and $0.6 million increasedecrease in Interest incomeon unsecured credit facilities primarily due to maintainingcarrying highera levelslower ofweighted excessaverage cashoutstanding balance under our Line in short2026 termas investmentscompared into the current period.2025.
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 inincreased 2026by $1.9 million primarily driven by market volatility during the current period,volatility, including a $1.3$1.6 million increase in returns on investments held in the non-qualified deferred compensation plan and a $0.2$0.3 million increase in returns related to other corporate investments.
Equity in income of investments in real estate partnerships increased by $7.9$2.4 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.period.
Results of Operations
Comparison of the six months ended June 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
Lease income increased by $65.2 million primarily due to the following:
$42.5 million increase in Base rent, mainly driven by the following:
$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;
$13.0 million increase from acquisitions of operating properties in 2026 as compared to 2025 activity; and $8.1 million increase from rent commencements at completed development properties; partially offset by $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:
$18.3 million increase primarily driven by higher recoverable operating expenses and higher recovery rates resulting from increased occupancy in the current year; and $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 $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.
REG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 3 filings (3 insiders, 3 trade dates, 283,782 shares, about $22.3M). Net open-market shares: -283,782 (purchases minus sales); net value about -$22.3M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-08-07 | Linneman Peter |
Grant/award | 318 | — | — |
| 2026-08-07 | Klein Karin |
Grant/award | 382 | — | — |
| 2026-08-07 | Parrell Mark J. |
Grant/award | 334 | — | — |
| 2026-08-07 | Blankenship C Ronald |
Grant/award | 167 | — | — |
| 2026-06-12 | Devereaux Terah L |
Gift | 620 | — | — |
| 2026-06-12 | Devereaux Terah L |
Open-market sale | 1,240 | $80.14 | $99.4K |
| 2026-05-11 | Blair Bryce |
Option exercise | 1,736 | — | — |
| 2026-05-11 | Blair Bryce |
Option exercise | 71 | — | — |
| 2026-05-11 | Linneman Peter |
Option exercise | 1,736 | — | — |
| 2026-05-11 | Linneman Peter |
Option exercise | 71 | — | — |
| 2026-05-11 | Blankenship C Ronald |
Option exercise | 1,875 | — | — |
| 2026-05-11 | Blankenship C Ronald |
Option exercise | 77 | — | — |
| 2026-05-11 | Klein Karin |
Option exercise | 1,736 | — | — |
| 2026-05-11 | Klein Karin |
Option exercise | 71 | — | — |
| 2026-05-11 | Evens Deirdre |
Option exercise | 1,736 | — | — |
| 2026-05-11 | Evens Deirdre |
Option exercise | 71 | — | — |
| 2026-05-11 | Furphy Thomas W |
Option exercise | 71 | — | — |
| 2026-05-11 | Furphy Thomas W |
Option exercise | 1,736 | — | — |
| 2026-05-11 | Campbell Kristin Ann |
Option exercise | 1,736 | — | — |
| 2026-05-11 | Campbell Kristin Ann |
Option exercise | 71 | — | — |
| 2026-05-11 | Anderson Gary E |
Option exercise | 71 | — | — |
| 2026-05-11 | Anderson Gary E |
Option exercise | 1,736 | — | — |
| 2026-05-11 | Simmons James H. Iii |
Option exercise | 71 | — | — |
| 2026-05-11 | Simmons James H. Iii |
Option exercise | 1,736 | — | — |
| 2026-05-06 | Blankenship C Ronald |
Grant/award | 453 | — | — |
| 2026-05-06 | Parrell Mark J. |
Grant/award | 352 | — | — |
| 2026-05-06 | Linneman Peter |
Grant/award | 336 | — | — |
| 2026-05-06 | Klein Karin |
Grant/award | 403 | — | — |
| 2026-05-05 | Wibbenmeyer Nicholas Andrew |
Open-market sale | 7,927 | $79.06 | $626.7K |
| 2026-05-04 | Stein Martin E Jr |
Open-market sale | 157,892 | $78.39 | $12.4M |
| 2026-05-04 | Stein Martin E Jr |
Open-market sale | 6,460 | $78.49 | $507.0K |
| 2026-05-04 | Stein Martin E Jr |
Open-market sale | 110,263 | $78.40 | $8.6M |
Well-known investors holding REG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Davis Selected Advisers (Chris Davis) | 2026-06-30 | 116,340 | $9.3M | 0.04% | Reduced 16% |