UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
florida (REGENCY CENTERS CORPORATION)
59-3191743
Delaware (REGENCY CENTERS, L.P.)
59-3429602
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(904) 598-7000
(Address of principal executive offices) (zip code)
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
REG
The Nasdaq Stock Market LLC
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share
REGCP
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share
REGCO
Regency Centers, L.P.
None
N/A
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Regency Centers Corporation:
Large accelerated filer
☒
Accelerated filer
☐
Emerging growth company
Non-accelerated filer
Smaller reporting company
Regency Centers, L.P.:
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Regency Centers Corporation ☐ Regency Centers, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒
The number of shares outstanding of Regency Centers Corporation's common stock was 183,120,547 as of July 31, 2026.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended June 30, 2026, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company, the Operating Partnership and their controlled subsidiaries, collectively.
The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of June 30, 2026, the Parent Company owned approximately 97.9% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the "Series A Preferred Units") and the 5.875% Series B Cumulative Redeemable Preferred Units (the "Series B Preferred Units"). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the "Preferred Units."
The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:
Management operates the Parent Company and the Operating Partnership as a single business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company, and officers and employees of the Operating Partnership.
The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $100 million of unsecured private placement debt, the Parent Company does not directly hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the guarantor of the Parent Company's $100 million unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units.
Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of the general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.
TABLE OF CONTENTS
Form 10-Q
Report Page
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025
1
Consolidated Statements of Operations for the periods ended June 30, 2026 and 2025
2
Consolidated Statements of Comprehensive Income for the periods ended June 30, 2026 and 2025
3
Consolidated Statements of Equity for the periods ended June 30, 2026 and 2025
4
Consolidated Statements of Cash Flows for the periods ended June 30, 2026 and 2025
6
8
9
10
Consolidated Statements of Capital for the periods ended June 30, 2026 and 2025
11
13
Notes to Consolidated Financial Statements
15
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
29
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
49
Item 4.
Controls and Procedures
50
PART II - OTHER INFORMATION
Legal Proceedings
51
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
52
Item 6.
Exhibits
53
SIGNATURES
54
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 2026 and December 31, 2025
(in thousands, except per share data)
2026
2025
Assets
(unaudited)
Net real estate investments:
Real estate assets, at cost
$
14,767,372
14,561,924
Less: accumulated depreciation
3,442,113
3,267,728
Real estate assets, net
11,325,259
11,294,196
Investments in sales-type leases, net
16,848
16,727
Investments in real estate partnerships
362,810
349,856
Net real estate investments
11,704,917
11,660,779
Cash, cash equivalents, and restricted cash, including $5,643 and $16,004 of restricted cash at June 30, 2026 and December 31, 2025, respectively
191,614
120,661
Tenant and other receivables, net
291,660
273,862
Deferred leasing costs, less accumulated amortization of $142,917 and $138,391 at June 30, 2026 and December 31, 2025, respectively
101,673
97,253
Acquired lease intangible assets, less accumulated amortization of $440,278 and $421,433 at June 30, 2026 and December 31, 2025, respectively
233,561
254,201
Right of use assets, net
311,846
315,804
Other assets
287,671
278,723
Total assets
13,122,942
13,001,283
Liabilities and Equity
Liabilities:
Notes payable, net
4,873,182
4,619,301
Unsecured credit facility
30,000
120,000
Accounts payable and other liabilities
399,523
391,847
Acquired lease intangible liabilities, less accumulated amortization of $256,559 and $243,040 at June 30, 2026 and December 31, 2025, respectively
345,570
356,454
Lease liabilities
240,325
242,368
Tenants' security, escrow deposits and prepaid rent
87,154
89,707
Total liabilities
5,975,754
5,819,677
Commitments and contingencies
—
Equity:
Shareholders' equity:
Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at June 30, 2026 and December 31, 2025
225,000
Common stock $0.01 par value per share, 220,000,000 shares authorized; 183,117,863 and 182,902,234 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively
1,831
1,829
Treasury stock at cost, 411,590 and 494,307 shares held at June 30, 2026 and December 31, 2025, respectively
(33,085
)
(31,075
Additional paid-in-capital
8,709,547
8,704,138
Accumulated other comprehensive loss
(574
(4,220
Distributions in excess of net income
(2,027,768
(1,988,782
Total shareholders' equity
6,874,951
6,906,890
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $306,057 and $264,950 at June 30, 2026 and December 31, 2025, respectively
144,222
144,940
Limited partners' interests in consolidated partnerships
128,015
129,776
Total noncontrolling interests
272,237
274,716
Total equity
7,147,188
7,181,606
Total liabilities and equity
The accompanying notes are an integral part of the consolidated financial statements.
Consolidated Statements of Operations
For the periods ended June 30, 2026, and 2025
Three months ended June 30,
Six months ended June 30,
Revenues:
Lease income
402,798
369,105
805,411
740,184
Other property income
3,520
4,499
6,427
7,520
Management, transaction, and other fees
7,192
7,244
14,125
14,056
Total revenues
413,510
380,848
825,963
761,760
Operating expenses:
Depreciation and amortization
108,803
99,535
215,225
196,309
Property operating expense
70,946
60,759
144,246
129,218
Real estate taxes
49,985
47,500
101,395
93,860
General and administrative
27,567
25,480
53,173
47,080
Other operating expenses
2,037
1,944
3,038
3,632
Total operating expenses
259,338
235,218
517,077
470,099
Other expense, net:
Interest expense, net
53,582
50,272
105,767
98,285
Provision for impairment of real estate
1,262
(Gain) Loss on sale of real estate, net of tax
(268
294
(7,462
193
Net investment income
(2,721
(788
(3,416
(27
Total other expense, net
50,593
51,040
94,889
99,713
Income before equity in income of investments in real estate partnerships
103,579
94,590
213,997
191,948
Equity in income of investments in real estate partnerships
16,160
13,759
38,540
28,254
Net income
119,739
108,349
252,537
220,202
Exchangeable operating partnership units
(2,360
(586
(4,977
(1,228
(1,615
(1,742
(3,247
(3,366
Net income attributable to noncontrolling interests
(3,975
(2,328
(8,224
(4,594
Net income attributable to the Company
115,764
106,021
244,313
215,608
Preferred stock dividends
(3,413
(6,826
Net income attributable to common shareholders
112,351
102,608
237,487
208,782
Net income attributable to common shareholders:
Per common share - basic
0.61
0.57
1.30
1.15
Per common share - diluted
0.56
Consolidated Statements of Comprehensive Income
(in thousands)
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
2,557
(1,295
4,735
(3,943
Reclassification adjustment of derivative instruments included in net income
(377
(1,015
(842
(2,760
Unrealized (loss) gain on available-for-sale debt securities
22
94
(55
288
Other comprehensive income (loss)
2,202
(2,216
3,838
(6,415
Comprehensive income
121,941
106,133
256,375
213,787
Less: comprehensive income attributable to noncontrolling interests:
3,975
2,328
8,224
4,594
Other comprehensive income (loss) attributable to noncontrolling interests
89
(143
192
(401
Comprehensive income attributable to noncontrolling interests
4,064
2,185
8,416
4,193
Comprehensive income attributable to the Company
117,877
103,948
247,959
209,594
Consolidated Statements of Equity
For the three months ended June 30, 2026 and 2025
Noncontrolling Interests
PreferredStock
CommonStock
TreasuryStock
AdditionalPaid InCapital
AccumulatedOtherComprehensiveIncome (Loss)
Distributionsin Excess ofNet Income
TotalShareholders'Equity
ExchangeableOperatingPartnershipUnits
LimitedPartners'Interest inConsolidatedPartnerships
TotalNoncontrollingInterests
TotalEquity
Balance at March 31, 2025
1,815
(29,133
8,505,489
(1,715
(2,001,878
6,699,578
40,584
136,278
176,862
6,876,440
586
1,742
Other comprehensive loss
Other comprehensive loss before reclassification
(1,146
(7
(48
(1,201
Amounts reclassified from accumulated other comprehensive loss
(927
(6
(82
(88
Deferred compensation plan, net
(1,077
1,077
Amortization of equity awards
5,569
5,570
Tax withholding on stock-based compensation
(23
Repurchase of exchangeable operating partnership units
(2,046
Common stock issued under dividend reinvestment plan
196
Contributions from partners
5,439
Distributions to partners
(2,620
Dividends declared:
Preferred stock
Common stock/unit
(127,984
(752
(128,736
Balance at June 30, 2025
1,816
(30,210
8,512,308
(3,788
(2,027,254
6,677,872
38,359
140,709
179,068
6,856,940
Balance at March 31, 2026
(32,207
8,702,768
(2,687
(2,001,870
6,892,835
144,705
127,367
272,072
7,164,907
2,360
1,615
Other comprehensive income
Other comprehensive income before reclassification
2,451
77
128
2,579
Amounts reclassified from accumulated other comprehensive income
(338
(43
(39
(878
829
(49
6,204
(436
182
2,074
(3,075
(138,249
(2,898
(141,147
Balance at June 30, 2026
For the six months ended June 30, 2026 and 2025
Balance at December 31, 2024
1,814
(28,045
8,503,227
2,226
(1,980,076
6,724,146
40,744
135,417
176,161
6,900,307
1,228
3,366
(3,435
(193
(220
(3,655
(2,579
(14
(167
(181
Adjustment for noncontrolling interests
2,210
(2,210
(2,165
2,165
11,116
11,118
(6,783
373
10,626
(6,130
(255,960
(1,526
(257,486
Balance at December 31, 2025
4,977
3,247
4,406
180
274
4,680
(760
(2,010
1,958
(52
12,184
12,186
(9,108
375
2,311
(7,411
(276,473
(5,795
(282,268
5
Consolidated Statements of Cash Flows
Cash flows from operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs and debt premiums
8,033
6,922
Amortization of above and below market lease intangibles, net
(9,964
(11,414
Stock-based compensation, net of capitalization
10,620
9,864
(38,540
(28,254
(Gain) loss on sale of real estate, net of tax
Provision for impairment of real estate, net of tax
Distribution of earnings from investments in real estate partnerships
34,870
34,502
Deferred compensation expense (income)
2,670
(253
Realized and unrealized gain on investments
(3,323
(87
Changes in assets and liabilities:
Tenant and other receivables
(17,258
(1,670
Deferred leasing costs
(10,178
(8,802
(14,434
(15,123
13,994
464
964
Net cash provided by operating activities
434,030
405,079
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $787 in 2025
(32,766
(83,261
Real estate development and capital improvements
(212,003
(204,657
Proceeds from sale of real estate
13,882
7,165
Proceeds from property insurance casualty claims
3,301
Issuance of notes receivable
(1,500
Collection of notes receivable
1,069
(35,142
(6,217
Return of capital from investments in real estate partnerships
40,914
Dividends on investment securities
1,646
1,081
Purchase of investment securities
(6,109
(96,226
Proceeds from sale of investment securities
7,551
9,242
Net cash used in investing activities
(219,157
(372,693
Cash flows from financing activities:
Redemption of exchangeable operating partnership units
Proceeds from sale of treasury stock
123
462
Contributions from noncontrolling interests
Distributions to and redemptions of noncontrolling interests
Distributions to exchangeable operating partnership unit holders
(5,796
(1,546
Dividends paid to common shareholders
(275,936
(255,455
Dividends paid to preferred shareholders
Repayment of fixed rate unsecured notes
(100,000
Proceeds from issuance of fixed rate unsecured notes, net of debt discount
447,192
397,116
Proceeds from unsecured credit facilities
285,000
395,000
Repayment of unsecured credit facilities
(375,000
(430,000
Proceeds from notes payable
10,000
Repayment of notes payable
(88,000
(32,787
Scheduled principal payments
(6,412
(5,060
Payment of financing costs
(4,057
(3,812
Net cash (used in) provided by financing activities
(143,920
60,549
Net increase in cash and cash equivalents and restricted cash
70,953
92,935
Cash and cash equivalents and restricted cash at beginning of the period
61,884
Cash and cash equivalents and restricted cash at end of the period
154,819
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $5,061 and $4,534 in 2026 and 2025, respectively)
99,024
90,174
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid
143,423
131,017
Acquisition of operating real estate:
Acquired lease intangible assets
3,214
9,725
Notes payable assumed in acquisition, at fair value
40,060
Intangible liabilities, Accounts payable and other liabilities
3,126
18,945
Acquisition of previously unconsolidated real estate investments:
1,329
4,308
16,749
Change in accrued capital expenditures
8,553
15,244
Contributions to investments in real estate partnerships
14,318
518
7
(in thousands, except unit data)
Liabilities and Capital
Capital:
Partners' capital:
Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstanding, in the aggregate, in Series A and Series B at June 30, 2026 and December 31, 2025
General partner's common units, 183,117,863 and 182,902,234 units issued and outstanding at June 30, 2026 and December 31, 2025, respectively
6,650,525
6,686,110
Limited partners' common units, 3,838,188 and 3,838,188 units issued and outstanding at June 30, 2026 and December 31, 2025 respectively
Total partners' capital
7,019,173
7,051,830
Noncontrolling interest: Limited partners' interests in consolidated partnerships
Total capital
Total liabilities and capital
(in thousands, except per unit data)
Net income attributable to the Partnership
118,124
106,607
249,290
216,836
Preferred unit distributions
Net income attributable to common unit holders
114,711
103,194
242,464
210,010
Net income attributable to common unit holders:
Per common unit - basic
Per common unit - diluted
34
(130
92
(360
1,649
1,612
3,339
3,006
Comprehensive income attributable to the Partnership
120,292
104,521
253,036
210,781
Consolidated Statements of Capital
General Partner Preferredand Common Units
LimitedPartners
TotalPartners’Capital
Noncontrolling Interests inLimited Partners’ Interest inConsolidated Partnerships
TotalCapital
6,701,293
6,740,162
(1,153
(933
(131,356
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances
173
6,681,660
6,716,231
6,895,522
7,037,540
2,502
(334
(144,222
(254
6,875,525
TotalPartners'Capital
Noncontrolling Interests inLimited Partners' Interest inConsolidated Partnerships
6,721,920
6,764,890
(3,462
(2,593
Adjustment for noncontrolling interests in the Operating Partnership
(263,616
(6,410
6,911,110
4,500
(754
(289,679
(8,733
12
(281,732
(257,001
Dividends paid to preferred unit holders
Common and Preferred units, and exchangeable operating partnership units distributions declared but not paid
14
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
June 30, 2026
1.
Organization and Significant Accounting Policies
General
Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership and has no other assets other than through its investment in the Operating Partnership. Its only indebtedness consists of $100 million of unsecured private placement notes, which are guaranteed by the Operating Partnership, which the Company plans to payoff at maturity in 2026. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.
As of June 30, 2026, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 392 properties and held partial interests in an additional 90 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Basis of Presentation
The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”), as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.
Estimates, Risks and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to change.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent may be influenced by evolving political, economic, trade, tax and immigration policies and macroeconomic uncertainty, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other countries), entry into and termination of treaties and trade agreements, and economic sanctions, as well as global economic conflicts. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, and conflicts in the Middle East involving the U.S. and its allies, Iran and its allies, and Israel, could adversely impact aspects of the U.S. economy and, therefore, consumer confidence and spending.
The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including inflation, reduction in consumer confidence and spending, a slowing of growth, and potentially a recession, thereby adversely impacting the costs to our tenants of operating their businesses, demand for their products and services, and their ability to pay rent, and/or decreasing future demand for space in shopping centers, which could adversely impact occupancy rates and rents. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K, as supplemented by the discussion in Item 1A of Part II of this Quarterly Report on Form 10-Q, for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.
Investment Risk Concentrations
As of June 30, 2026, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of June 30, 2026, the Company had three geographic concentrations that individually accounted for at least 10% of its aggregate ABR. Real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 24.7%, 19.9% and 12.8% of ABR, respectively. As a result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather, natural disasters or economic events that may impact these locations. None of Regency's shopping centers are located outside the United States.
Consolidation
The Company consolidates properties that are wholly-owned and properties where it owns less than 100% but holds a controlling financial interest in the entity. Controlling financial interest is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.
Ownership of the Parent Company
The Parent Company currently has a single class of common stock and two series of preferred stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes Common Units and Preferred Units. As of June 30, 2026, the Parent Company owned approximately 97.9% of the outstanding Common Units, with the remaining limited partners' Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.
Real Estate Partnerships
As of June 30, 2026, the Company held partial ownership interests in 107 properties through various real estate partnerships, of which 17 are consolidated partnerships. These partnerships were formed for the purpose of owning and operating real estate properties. The Company's partners in these arrangements include institutional investors, real estate developers or operators, and passive investors (collectively, the "Partners" or "Limited Partners"). The Company’s involvement in these partnerships is through its ownership of its equity interests and its role in property-level management.
The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners, except to the extent that the Company has provided contractual payment guarantees.
Some of these entities have been determined to be variable interest entities ("VIEs") under applicable accounting guidelines. This determination is primarily based on the assessment that the Limited Partners lack substantive kick-out rights (i.e., the ability to remove the general or managing partner with a simple majority vote or less) and do not possess substantive participating rights.
For those VIE partnerships in which the Company is deemed to be the primary beneficiary in accordance with GAAP, the Company consolidates the entity in its financial statements and the Limited Partners’ ownership interests in such entities are reported as noncontrolling interests.
16
The carrying amounts of VIEs' assets and liabilities included in the Company's consolidated financial statements, exclusive of the Operating Partnership, are as follows:
December 31, 2025
258,021
332,759
Cash, cash equivalents and restricted cash
17,091
21,890
7,273
7,614
Deferred costs, net
4,068
6,715
Acquired lease intangible assets, net
3,828
4,328
17,656
826
775
Total Assets
291,107
391,737
Liabilities
Notes payable
23,613
23,771
7,506
12,758
Acquired lease intangible liabilities, net
9,941
10,119
959
960
19,559
Total Liabilities
42,019
67,167
For partnerships in which the Company is not the primary beneficiary and does not hold a controlling financial interest but is able to exercise significant influence, the Company accounts for its investments using the equity method of accounting.
Revenues, and Tenant and other Receivables
Income within Management, transaction, and other fees is primarily derived from contracts with the Company's investments in real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:
Timing of satisfaction of performance obligations
Management, transaction, and other fees:
Property management services
Over time
4,061
4,151
8,143
8,261
Asset management services
1,760
1,746
3,535
3,463
Leasing services
Point in time
1,054
1,003
1,883
1,875
Other transaction fees
317
344
564
457
Total management, transaction, and other fees
The accounts receivable for total management, transactions, and other fees, which are included within Tenant and other receivables, net in the accompanying Consolidated Balance Sheets, are $18.0 million and $17.8 million, as of June 30, 2026 and December 31, 2025, respectively.
17
Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:
Standard
Description
Effective date
Effect on the financial statements or other significant matters
Recently issued:
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
ASU 2025-01, Income Statement - Reporting Comprehensive, Income -Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date
ASU 2024-03 requires public business entities to provide additional disclosures that disaggregate certain income statement expense captions into specified categories. The ASU does not impact the presentation of expenses on the face of the income statement but requires additional footnote disclosures to provide users of the financial statements with greater insight into the nature and composition of reported expenses.
Fiscal years beginning January 1, 2027, and interim periods for fiscal years beginning January 1, 2028; Early adoption permitted.
The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. While the adoption of this standard is not expected to have a material impact on the financial position or results of operations, it will require enhanced footnote disclosures related to the disaggregation of income statement expenses.
ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity
ASU 2025-03 clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business.
January 1, 2027; Early adoption is permitted.
The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company's financial position or results of operations.
ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software
ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs and makes targeted improvements for accounting for internally developed software to be sold or marketed externally.
January 1, 2028; Early adoption is permitted.
The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company’s financial position or results of operations.
ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818)
ASU 2026-02 establishes a comprehensive accounting framework for environmental credits and related environmental compliance obligations. The ASU provides guidance on the recognition, measurement, presentation, derecognition, and disclosure of environmental credits, including renewable energy certificates, carbon offsets, emissions allowances, and similar instruments.
18
2.
Real Estate Investments
The following tables detail the properties acquired for the periods set forth below:
Six months ended June 30, 2026
Date Purchased
Property Name
City/State
PropertyType
Regency's Ownership
PurchasePrice (1)
DebtAssumed,Net ofDiscounts (Premium) (1)
IntangibleAssets (1)
IntangibleLiabilities (1)
Consolidated
1/1/2026
Haddon Commons (2)
Westmont, NJ
Operating
100%
10,500
1,217
1/28/2026
Crystal Brook Corner
Brookhaven, NY
Redevelopment
2,245
2,068
4/24/2026
Pablo Plaza
Jacksonville Beach, FL
Outparcel
2,300
179
5/6/2026
Berkshire Commons
Naples, FL
9,000
790
748
6/25/2026
The Berkeley at Durbin Park
St Johns, FL
Development
7,000
Total consolidated
58,800
4,543
4,033
Unconsolidated
6/11/2026
Shops at Highland Walk
Denver, CO
20%
37,100
3,201
728
Total unconsolidated
Total property acquisitions
95,900
7,744
4,761
Six months ended June 30, 2025
1/1/2025
Putnam Plaza (2)
Carmel Hamlet, NY
31,000
460
1/10/2025
Orange Meadows
Orange, CT
4,200
354
299
3/14/2025
Brentwood Place
Nashville, TN
118,500
9,371
18,295
153,700
56,809
14,033
19,054
5/12/2025
Armonk Square
Armonk, NY
26,250
11,884
2,405
5,498
179,950
68,693
16,438
24,552
19
3.
Property Dispositions
The following table provides a summary of consolidated operating properties and land parcels sold during the current period:
(in thousands, except number sold data)
Net proceeds from sale of real estate investments
2,052
Gain (Loss) on sale of real estate, net of tax
268
(294
7,462
Provision for impairment of real estate sold (1)
554
Number of operating properties sold
Number of land parcels sold
Percent interest sold
4.
Other Assets
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
Goodwill
166,739
Investments
51,528
51,373
Prepaid and other
37,497
34,575
Derivative assets
7,304
6,778
Furniture, fixtures, and equipment, net ("FF&E")
19,578
12,728
Deferred financing costs, net
5,025
6,530
Total other assets
5.
Notes Payable and Unsecured Credit Facilities
The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following as of the dates set forth below:
ScheduledMaturityDate
WeightedAverageContractualRate
WeightedAverageEffectiveRate
Notes payable:
Fixed rate mortgage loans
1/1/2027 - 10/1/2038
4.0%
4.9%
386,028
475,948
Variable rate mortgage loans (1)
10/1/2026 - 2/20/2032
4.4%
4.6%
268,098
270,489
Fixed rate unsecured debt
8/11/2026 - 3/15/2049
4.2%
4,219,056
3,872,864
Total notes payable, net
Unsecured credit facility:
$1.5 Billion line of credit(the "Line") (1)(2)
3/23/2028
4.7%
Total unsecured credit facility
Total debt outstanding
4,903,182
4,739,301
20
Significant financing activity during 2026 includes:
On February 2, 2026, $88.0 million of a fixed rate mortgage loan was repaid at maturity.
On February 18, 2026, the Company issued $450.0 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.
On May 11, 2026, the Company repaid $100.0 million aggregate principal amount of unsecured private placement notes at maturity. The repayment was funded with available liquidity, including proceeds from the Company's February 2026 senior unsecured notes offering.
Scheduled principal payments and maturities on notes payable and the unsecured credit facility were as follows:
Scheduled Principal Payments and Maturities by Year:
ScheduledPrincipalPayments
MortgageLoanMaturities
UnsecuredMaturities (1)
Total
2026 (2)
6,417
59,851
100,000
166,268
2027
10,051
222,558
525,000
757,609
2028
8,365
51,939
330,000
390,304
2029
5,619
97,120
425,000
527,739
2030
5,445
2,163
600,000
607,608
Beyond 5 Years
24,209
190,681
2,300,000
2,514,890
Unamortized debt premium/(discount) and issuance costs
(30,292
(30,944
(61,236
60,106
594,020
4,249,056
The Company was in compliance as of June 30, 2026, with all debt covenants.
6.
Derivative Instruments
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The Company does not intend to utilize derivative instruments for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that meet the Company's stringent standards for creditworthiness. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Detail on the Company's interest rate derivatives outstanding is as follows:
(in thousands, except number of instruments data)
Interest Rate Swaps
Notional amount
296,806
299,375
Number of instruments
Detail on the fair value of the Company's interest rate derivatives is as follows:
Interest rate swaps classified as:
Derivative liabilities
(459
(1,606
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
21
These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not enter into derivative instruments for trading or speculative purposes. As of June 30, 2026, all of the Company's derivatives are designated as cash flow hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged interest payments affect earnings.
The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:
Location and Amount of (Loss) Gain Recognized in OCI on Derivative
Location and Amount of Gain Reclassified from AOCI into Net Income
Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
Interest rate swaps
As of June 30, 2026, the Company expects approximately $1.6 million of accumulated comprehensive income on derivative instruments, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.
7.
Leases
Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per lease contracts, which are primarily related to base rent, and in some cases stated amounts for common area maintenance, real estate taxes and insurance (collectively, "Recoverable Costs"). Income for these amounts is recognized on a straight-line basis.
Variable lease income includes the following two main items in the lease contracts:
The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in Topic 842:
Operating lease income
Fixed and in-substance fixed lease income
294,095
271,608
583,443
538,344
Variable lease income
105,930
93,762
217,133
192,141
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net
5,449
5,731
11,037
12,481
Uncollectible straight-line rent (1)
(894
(423
(2,921
(823
Uncollectible amounts billable in lease income
(1,782
(1,573
(3,281
(1,959
Total lease income
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:
Tenant receivables
31,797
29,578
Straight-line rent receivables
190,757
180,871
Other receivables (1)
69,106
63,413
Total tenant and other receivables
8.
Fair Value Measurements
(a) Disclosure of Fair Value of Financial Instruments
All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximate their fair values, except those instruments listed below:
CarryingAmount
Fair Value
Financial assets:
Notes receivable
32,421
32,435
31,987
32,173
Financial liabilities:
4,751,276
4,554,628
Unsecured credit facilities (1)
The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of June 30, 2026, and December 31, 2025, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.
(b) Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The marketable securities, which include mutual funds and exchange-traded funds, are measured at fair value using quoted prices in active markets and are classified as Level 1 inputs of the fair value hierarchy.
23
Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include the following:
Unrealized Gain (Loss)
2,566
62
1,071
(2,385
Available-for-Sale Debt Securities
Available-for-sale debt securities consist of investments in corporate bonds and agency mortgage-backed securities. These securities are recorded at fair value, which is determined using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer credit rating, duration and security type. The fair value measurements for these are considered Level 2 inputs of the fair value hierarchy. Unrealized gains and losses on these available-for-sale debt securities are recognized through Other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following tables present the placement in the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
Fair Value Measurements as of June 30, 2026
Quoted Prices in Active Markets for Identical Assets
Significant Other Observable Inputs
Significant Unobservable Inputs
Balance
(Level 1)
(Level 2)
(Level 3)
Assets:
40,346
Available-for-sale debt securities
11,182
Interest rate derivatives
58,832
18,486
Fair Value Measurements as of December 31, 2025
39,887
11,486
58,151
18,264
24
9.
Equity and Capital
Preferred Stock of the Parent Company
Terms and conditions of the preferred stock outstanding are summarized as follows:
Preferred Stock Outstanding as of June 30, 2026 and December 31, 2025
Date of Issuance (1)
Shares Issued and Outstanding
Liquidation Preference
Distribution Rate
Callable By Company
Series A
8/18/2023
4,600,000
115,000,000
6.250%
On demand
Series B
4,400,000
110,000,000
5.875%
9,000,000
225,000,000
Except under certain limited conditions, each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option. The holders of the Preferred Stock have general preference rights over common stockholders with respect to liquidation and quarterly distributions. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of common stock.
Common Stock of the Parent Company
At the Market ("ATM") Program
Under the Parent Company's ATM Program, as reauthorized by the Board in February 2026, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors.
As of June 30, 2026, $500 million of common stock remained available for issuance under this ATM Program.
Stock Repurchase Program
On February 4, 2026, the Board authorized a common stock repurchase program under which the Company may purchase up to $500 million of its outstanding common stock (the "Repurchase Program"). Under the Repurchase Program, the Company may repurchase shares through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Repurchase Program expires on February 28, 2029, unless modified, extended or earlier terminated by the Board in its discretion. Any common stock repurchased, if not retired, will be treated as treasury stock.
During the six months ended June 30, 2026, the Company made no repurchases under the Repurchase Program and $500 million remained available under the Repurchase Program.
Preferred Units of the Operating Partnership
The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.
Common Units of the Operating Partnership
Common Units are issued, redeemed, or retired on a one-for-one basis with shares of the Parent Company’s common stock, as described above.
25
Dividends Declared
The following table provides a summary of dividends declared per share for the periods presented:
Common Stock
0.755000
0.705000
1.510000
1.410000
Series A Preferred Stock
0.390625
0.781250
Series B Preferred Stock
0.367200
0.734400
10.
Stock-Based Compensation
The Company granted 335,836 shares of restricted stock with a weighted-average grant-date fair value of $80.89 per share and 321,704 shares of restricted stock with a weighted-average grant-date fair value of $77.32 per share during the six months ended June 30, 2026 and June 30, 2025, respectively. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and recognizes forfeitures as they occur.
Restricted stock
6,061
5,455
11,929
10,898
Directors' fees paid in common stock and other employee stock grants
143
115
257
220
Capitalized stock-based compensation
(863
(671
(1,566
(1,254
5,341
4,899
11.
Earnings per Share and Unit
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share:
Numerator:
Net income attributable to common shareholders - basic
Net income attributable to common shareholders - diluted
Denominator:
Weighted average common shares outstanding for basic EPS
183,108
181,543
183,053
181,497
Weighted average common shares outstanding for diluted EPS (1)
183,351
181,955
183,309
181,877
Net income per common share – basic
Net income per common share – diluted
The effect of the assumed exchange of the EOP units and certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common shareholders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 3,838,188 and 1,067,844 for the three months ended June 30, 2026 and 2025, respectively, and 3,838,188 and 1,088,815 for the six months ended June 30, 2026 and 2025, respectively.
26
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
Net income attributable to common unit holders - basic
Net income attributable to common unit holders - diluted
Weighted average common units outstanding for basic EPU
186,946
182,611
186,891
182,586
Weighted average common units outstanding for diluted EPU (1)
187,190
183,023
187,147
182,966
Net income per common unit – basic
Net income per common unit – diluted
The effect of the assumed exchange of certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common unit holders per unit. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per unit calculations.
12.
Segment Information
The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company’s chief operating decision maker ("CODM") evaluates operating and financial performance for each property on an individual property level; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.
The following tables provide information about the Company's reportable segment's revenues, significant expenses, net operating income ("NOI") and the reconciliation of NOI to the Company’s consolidated Net income:
438,463
405,915
875,558
814,003
4,000
4,613
7,718
7,992
Less:
Straight-line rent on lease income
(5,816
(6,332
(10,524
(12,783
Above/below market rent amortization, net
(5,594
(5,919
(11,389
(12,924
Total real estate revenues
431,053
398,277
861,363
796,288
Operating expenses (1)
(76,316
(65,664
(154,464
(139,128
(54,631
(51,680
(110,399
(102,689
NOI
300,106
280,933
596,500
554,471
27
Reconciliation of NOI to Net income:
Consolidated:
5,469
5,787
10,025
11,394
Straight-line rent on ground rent
(499
(336
(880
(673
Above/below market ground rent amortization
(536
(532
(1,072
(1,067
(108,803
(99,535
(215,225
(196,309
(27,567
(25,480
(53,173
(47,080
(2,037
(1,944
(3,038
(3,632
Other expense, net
(50,593
(51,040
(94,889
(99,713
Add: Share of noncontrolling interests excluded from NOI
2,298
2,200
4,467
4,404
Less: Equity in income of investments in real estate excluded from NOI
(10,740
(14,679
(15,340
(28,130
13.
Commitments and Contingencies
Litigation
The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
Environmental
The Company is subject to numerous environmental laws and regulations. With respect to applicability to the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, underground petroleum storage tanks and other historic land uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contamination; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.
The Company had accrued liabilities of $16.4 million and $19.2 million for environmental assessment and remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, respectively.
Letters of Credit
The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduce the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $12.5 million and $12.9 million in letters of credit outstanding as of June 30, 2026 and December 31, 2025, respectively.
28
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risk factors, including, without limitation, risk factors relating to:
As more specifically described in Part I, Item 1A. “Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K") and in Part II, Item 1A. "Risk Factors" in this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our most recent 2025 Form 10-K, subsequent Quarterly Reports on Form 10-Q, and our other filings with and submissions to the SEC. If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.
Non-GAAP Financial Measures
In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP financial measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP financial measures to determine how best to provide relevant information to the public, and thus such reported measures could change.
We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.
Our non-GAAP financial measures include the following:
Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations.
Management believes that NOI is a useful measure for investors because it provides insight into the core operations and performance of our properties, independent of the capital structure, financing activities, and non-operating factors. By focusing on property-level performance, NOI allows investors to compare the performance of our real estate assets across periods and with those of other REIT peers in the industry, facilitating a clearer understanding of trends in occupancy, rental income, and operating expense management. In addition to its relevance for investors, management uses NOI as a key performance metric in making operational and strategic decisions. NOI is used to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, redevelopments, and investments in capital improvements.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate investment partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP financial measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated real estate investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.
30
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.
Management believes this measure provides investors with a useful and consistent comparison of the Company’s operating performance and trends. Management uses Same Property NOI as a supplemental measure to assess property-level performance and to compare the performance of its stabilized property portfolio across reporting periods. This measure allows investors to evaluate trends in revenue and expense growth for properties that have been consistently operated during the periods.
Other Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand, and evaluate our operational results, and are included in this document:
31
Overview of Our Strategy
Regency Centers Corporation began operations as a publicly-traded REIT in 1993. All of our operating, investing, and financing activities are performed through our Operating Partnership, Regency Centers, L.P. and its wholly-owned subsidiaries, and through our real estate partnerships. As of June 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 June 30, 2026, we had full or partial ownership interests in 482 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 58.8 million square feet ("SF") of GLA. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.
Our values:
Our goals are to:
Executing on our Strategy
During the six months ended June 30, 2026, we had Net income attributable to common shareholders of $237.5 million as compared to $208.8 million during the six months ended June 30, 2025.
During the six months ended June 30, 2026:
32
We continued our development and redevelopment of high-quality shopping centers:
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
Economic Conditions
Refer to the Estimates, Risks and Uncertainties section in Note 1 — Organization and Significant Accounting Policies, as these risks and uncertainties could have a material impact on future results of operations and trends.
Property Portfolio
The following table summarizes general information related to the consolidated properties in our portfolio:
(GLA in thousands)
Number of Properties
392
391
GLA
46,458
46,102
% Leased – Operating and Development
96.5
%
96.0
% Leased – Operating
96.8
96.6
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.
$26.87
$26.55
The following table summarizes general information related to the unconsolidated properties owned in real estate investment partnerships in our portfolio:
90
12,327
12,275
96.3
% Leased –Operating
Weighted average annual effective rent PSF, net of tenant concessions
$26.13
$25.87
The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:
Percent Leased – All Properties
Anchor Space (spaces ≥ 10,000 SF)
98.4
Shop Space (spaces < 10,000 SF)
93.4
93.0
33
The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted average PSF):
LeasingTransactions
SF (inthousands)
Base RentPSF
TenantAllowanceand LandlordWork PSF
LeasingCommissionsPSF
Anchor Space Leases
New
446
24.22
20.39
6.46
Renewal
65
1,788
17.64
0.44
0.32
Total Anchor Space Leases
83
2,234
18.96
4.42
1.55
Shop Space Leases
273
563
43.59
46.31
18.40
577
1,113
40.13
2.14
1.54
Total Shop Space Leases
850
1,676
41.29
16.98
7.20
Total Leases
933
3,910
28.53
9.80
3.97
156
20.34
63.92
6.22
48
1,430
13.83
0.49
0.19
56
1,586
14.47
6.75
0.78
263
475
42.40
52.43
16.72
625
1,184
40.45
1.40
1.31
888
1,659
41.00
16.00
5.72
944
3,245
28.03
11.48
3.30
The weighted-average base rent PSF on signed Shop Space leases for the six months ended June 30, 2026 is $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 $39.48 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 11.2% for the six months ended June 30, 2026, compared to 9.1% for the six months ended June 30, 2025.
Diversification and Concentration of Tenant Risk
We seek to reduce our risk by limiting dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:
Tenant
Number ofStores
Percentage ofCompany-owned GLA (1)
Percentage ofAnnual Base Rent (1)
Publix
67
5.8%
2.8%
TJX Companies, Inc.
3.7%
2.7%
Albertsons Companies, Inc.
4.1%
Amazon/Whole Foods
41
2.6%
Kroger Co.
6.0%
2.5%
Bankruptcies and Credit Concerns
Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate potentially adverse impacts through maintaining a high quality portfolio, diversifying our geographic and tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and investing in suburban trade areas with compelling demographic populations benefiting from high levels of disposable income.
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 June 30, 2026, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.2% of our Pro-rata annual base rent.
Results of Operations
Comparison of the three months ended June 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
Change
Base rent
280,260
258,371
21,889
Recoveries from tenants
103,533
91,505
12,028
Percentage rent
2,575
2,950
(375
Uncollectible lease income
(209
Other lease income
7,294
6,334
Straight-line rent
(318
(282
33,693
(979
32,662
Total lease income increased by $33.7 million primarily due to the following:
35
Changes in our operating expenses are summarized in the following table:
9,268
10,187
2,485
2,087
93
24,120
Depreciation and amortization increased by $9.3 million, mainly due to the following:
Property operating expense increased by $10.2 million, mainly due to the following:
Real estate taxes increased by $2.5 million, mainly due to the acquisitions of operating properties and increases in real estate tax assessments across the same property portfolio.
General and administrative costs increased by $2.1 million, mainly due to the following:
Changes in other expense, net are summarized in the following table:
Interest on notes payable
56,772
51,081
5,691
Interest on unsecured credit facilities
849
2,735
(1,886
Capitalized interest
(2,348
(2,422
74
Hedge expense
47
226
(179
Interest income
(1,738
(1,348
(390
3,310
(1,262
(562
(1,933
(447
36
Interest expense, net, increased by $3.3 million primarily due to the following:
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:
11,390
Income attributable to noncontrolling interests
(1,647
9,743
Net income attributable to exchangeable operating partnership units
(1,774
11,517
Comparison of the six months ended June 30, 2026 and 2025:
555,438
512,927
42,511
206,794
182,986
23,808
10,010
9,608
402
(1,322
15,388
12,747
2,641
(1,369
Above / below market rent amortization, net
(1,444
65,227
(1,093
69
64,203
Lease income increased by $65.2 million primarily due to the following:
37
18,916
15,028
7,535
6,093
(594
46,978
Depreciation and amortization increased by $18.9 million mainly due to the following:
Property operating expense increased by $15.0 million, mainly due to the following:
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:
Changes in Other expense, net are summarized in the following table:
111,074
99,411
11,663
3,348
5,649
(2,301
(5,061
(4,534
(527
95
451
(356
(3,689
(2,692
(997
7,482
(7,655
(3,389
(4,824
38
Interest expense, net increased by $7.5 million primarily due to the following:
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.
32,335
(3,630
28,705
(3,749
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):
294,244
283,908
10,336
585,341
565,235
20,106
109,952
100,542
9,410
219,772
201,236
18,536
2,789
3,500
(711
10,920
10,819
101
(1,319
(1,483
164
(2,819
(2,028
(791
5,276
4,856
420
11,531
9,515
2,016
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
52,979
51,228
1,751
107,657
101,645
6,012
Ground rent
3,625
3,508
117
7,286
7,196
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:
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:
40
Reconciliation of Same Property NOI to Net Income Attributable to Common Shareholders:
(7,192
(7,244
(14,125
(14,056
Other (1)
(12,181
(12,850
(23,577
(26,539
Plus:
Other operating expense
Equity in income of investments in real estate excluded from NOI (2)
10,740
14,679
15,340
28,130
3,413
6,826
Less non-same property NOI (3)
(11,786
(3,287
(22,612
(3,190
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:
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Adjustments to reconcile to Nareit FFO: (1)
Depreciation and amortization (excluding FF&E)
115,156
107,329
228,718
211,363
(3,570
346
(20,617
245
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
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
(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
Reconciliation of Core Operating Earnings to AFFO:
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
AFFO
185,340
177,453
382,874
360,715
Liquidity and Capital Resources
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:
ATM program
Original offering amount
500,000
Available capacity
Line of credit
Total commitment amount
1,500,000
Available capacity (1)
1,457,940
Maturity (2)
March 23, 2028
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:
28,951
153,536
(204,469
Net change in cash, cash equivalents, and restricted cash
(21,982
Total cash, cash equivalents, and restricted cash
36,795
43
Net cash provided by operating activities:
Net cash provided by operating activities increased $29.0 million due to:
Net cash used in investing activities:
Net cash used in investing activities changed by $153.5 million as follows:
50,495
(7,346
6,717
889
(28,925
565
90,117
(1,691
Significant changes in investing activities include:
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:
Capital expenditures:
Land acquisitions - Development
7,008
Acquisition of land & improvements - Redevelopment
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
4,988
3,614
1,374
Capitalized direct compensation
12,358
10,641
1,717
212,003
204,657
7,346
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF)
Market
Ownership (1)
StartDate
EstimatedStabilizationYear (2)
Estimated / Actual NetDevelopmentCosts (1) (3)
% of Costs Incurred
GLA (1)
Cost PSFof GLA (1) (3)
Developments In-Process
Sienna Grande Shops
Houston, TX
75%
Q2-2023
9,391
408
The Shops at SunVet
Long Island, NY
96,197
169
569
The Village at Seven Pines
Jacksonville, FL
Q3-2025
112,302
239
470
Ellis Village Center - Phase 1
Bay Area, CA
29,592
55
604
Culver Commons
Los Angeles, CA
Q4-2025
15,852
1,132
Lone Tree Village
30,658
158
194
Oak Valley Village
45,097
261
Q2-2026
54,814
106
517
Total Developments In-Process
393,903
45
931
423
Developments Completed
Oakley Shops at Laurel Fields
Q3-2024
35,815
78
458
Total Developments Completed
The following table summarizes our redevelopment projects in process and completed:
Start Date
Estimated Stabilization Year (2)
Estimated NetProject Costs (1) (3)
Redevelopments In-Process
Bloom on Third
35%
Q4-2022
25,720
75
Serramonte Center - Phase 3
San Francisco, CA
42,535
58
West Chester Plaza
Cincinnati, OH
Q4-2024
15,442
Willows Shopping Center
16,807
The Crossing Clarendon
Metro DC
Q2-2025
13,679
East Meadow Plaza - Phase 2A
15,969
70
Q1-2026
58,673
57
Ryanwood Square
Palm Beach, FL
12,093
Various Redevelopments
Various
84,916
Total Redevelopments In-Process
285,834
Redevelopments Completed
East Meadow Plaza - Phase 1
11,736
Various Properties
14,999
97
Total Redevelopments Completed
26,735
Net cash (used in) provided by financing activities:
Net cash flows used in financing activities increased by $204.5 million during 2026, as follows:
(2,325
2,046
(339
(6,105
(1,281
(4,250
(20,481
50,076
(110,000
55,000
(10,000
(55,213
(1,352
(245
Significant changes in financing activities during the six months ended June 30, 2026 and 2025, include the following:
46
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)
Number of real estate partnerships
Regency's ownership
12% - 83%
Number of properties
2,710,838
2,667,271
986,156
971,786
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
Our equity method investments in real estate partnerships consist of the following:
GRI - Regency, LLC (GRIR)(1)
40%
110,758
112,235
Columbia Regency Partners II, LLC (Columbia II)
68,643
60,354
Columbia Village District, LLC
30%
6,295
Individual Investors
Ballard Blocks
50%
57,076
57,830
47,878
46,860
Others
72,394
66,282
Total Investment in real estate partnerships
Notes Payable - Investments in Real Estate Partnerships
Scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows:
UnsecuredMaturities
Regency’sPro-RataShare
2026 (1)
3,527
153,810
157,337
54,942
7,303
32,800
40,103
13,417
4,097
232,735
236,832
82,117
2,855
104,434
107,289
37,157
2,349
215,893
13,000
231,242
80,486
2,159
757,631
759,790
275,069
Net unamortized loan costs, debt premium / (discount)
(7,595
(2,685
22,290
1,489,708
1,524,998
540,503
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:
7,137
7,356
13,989
13,995
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:
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)
Thereafter
Fixed rate debt (1)
166,269
757,610
360,304
2,514,888
4,934,418
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)
Average interest rate for all variable rate debt (2)
4.41
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.
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
May 1 through May 31, 2026
2,007
77.85
June 1 through June 30, 2026
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended 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).
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 #
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.
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
By:
/s/ Michael J. Mas
Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Terah L. Devereaux
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
Regency Centers Corporation, General Partner