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 September 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
IRinfo@regencycenters.com
(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 183,125,078 as of November 3, 2026.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended September 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 September 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. The Parent Company has no direct indebtedness outstanding as of September 30, 2026, but guarantees all of the unsecured debt of the Operating Partnership. 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 September 30, 2026 and December 31, 2025
1
Consolidated Statements of Operations for the periods ended September 30, 2026 and 2025
2
Consolidated Statements of Comprehensive Income for the periods ended September 30, 2026 and 2025
3
Consolidated Statements of Equity for the periods ended September 30, 2026 and 2025
4
Consolidated Statements of Cash Flows for the periods ended September 30, 2026 and 2025
6
8
9
10
Consolidated Statements of Capital for the periods ended September 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
31
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
52
Item 4.
Controls and Procedures
53
PART II - OTHER INFORMATION
Legal Proceedings
54
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
55
Item 6.
Exhibits
56
SIGNATURES
57
Item 1. Financial Statements
Consolidated Balance Sheets
September 30, 2026 and December 31, 2025
(in thousands)
2026
2025
Assets
(unaudited)
Net real estate investments:
Real estate assets, at cost
$
14,810,914
14,561,924
Less: accumulated depreciation
3,519,458
3,267,728
Real estate assets, net
11,291,456
11,294,196
Investments in sales-type leases, net
16,909
16,727
Investments in real estate partnerships
362,997
349,856
Net real estate investments
11,671,362
11,660,779
Cash, cash equivalents, and restricted cash, including $3,328 and $16,004 of restricted cash at September 30, 2026 and December 31, 2025, respectively
138,257
120,661
Tenant and other receivables, net
308,216
273,862
Deferred leasing costs, less accumulated amortization of $145,832 and $138,391 at September 30, 2026 and December 31, 2025, respectively
105,098
97,253
Acquired lease intangible assets, less accumulated amortization of $449,904 and $421,433 at September 30, 2026 and December 31, 2025, respectively
224,038
254,201
Right of use assets, net
309,886
315,804
Other assets
296,357
278,723
Total assets
13,053,214
13,001,283
Liabilities and Equity
Liabilities:
Notes payable, net
4,772,056
4,619,301
Unsecured credit facility
115,000
120,000
Accounts payable and other liabilities
400,682
391,847
Acquired lease intangible liabilities, less accumulated amortization of $263,422 and $243,040 at September 30, 2026 and December 31, 2025, respectively
338,945
356,454
Lease liabilities
239,316
242,368
Tenants' security, escrow deposits and prepaid rent
91,511
89,707
Total liabilities
5,957,510
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 September 30, 2026 and December 31, 2025
225,000
Common stock $0.01 par value per share, 220,000,000 shares authorized; 183,121,884 and 182,902,234 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively
1,831
1,829
Treasury stock at cost, 416,152 and 494,307 shares held at September 30, 2026 and December 31, 2025, respectively
(33,451
)
(31,075
Additional paid-in-capital
8,716,398
8,704,138
Accumulated other comprehensive income (loss)
4,319
(4,220
Distributions in excess of net income
(2,090,895
(1,988,782
Total shareholders' equity
6,823,202
6,906,890
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $275,889 and $264,950 at September 30, 2026 and December 31, 2025, respectively
143,022
144,940
Limited partners' interests in consolidated partnerships
129,480
129,776
Total noncontrolling interests
272,502
274,716
Total equity
7,095,704
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 September 30, 2026, and 2025
(in thousands, except per share data)
Three months ended September 30,
Nine months ended September 30,
Revenues:
Lease income
408,671
377,761
1,214,082
1,117,945
Other property income
3,247
3,089
9,674
10,609
Management, transaction, and other fees
7,140
6,720
21,265
20,776
Total revenues
419,058
387,570
1,245,021
1,149,330
Operating expenses:
Depreciation and amortization
107,708
102,799
322,933
299,108
Property operating expense
69,802
65,471
214,048
194,689
Real estate taxes
52,099
47,080
153,494
140,940
General and administrative
25,173
27,060
78,346
74,140
Other operating expenses
2,126
1,770
5,164
5,402
Total operating expenses
256,908
244,180
773,985
714,279
Other expense, net:
Interest expense, net
53,485
51,323
159,252
149,608
Provision for impairment of real estate
65,135
3,374
4,636
Gain on sale of real estate, net of tax
(23,814
(6,198
(31,276
(6,005
Net investment income
(609
(2,602
(4,025
(2,629
Total other expense, net
94,197
45,897
189,086
145,610
Income before equity in income of investments in real estate partnerships
67,953
97,493
281,950
289,441
Equity in income of investments in real estate partnerships
13,961
15,124
52,501
43,378
Net income
81,914
112,617
334,451
332,819
Exchangeable operating partnership units
(1,577
(1,664
(6,554
(2,892
(1,799
(1,580
(5,046
(4,946
Net income attributable to noncontrolling interests
(3,376
(3,244
(11,600
(7,838
Net income attributable to the Company
78,538
109,373
322,851
324,981
Preferred stock dividends
(3,413
(10,239
Net income attributable to common shareholders
75,125
105,960
312,612
314,742
Net income attributable to common shareholders:
Per common share - basic
0.41
0.58
1.71
1.73
Per common share - diluted
1.70
Consolidated Statements of Comprehensive Income
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments
5,759
369
10,494
(3,574
Reclassification adjustment of derivative instruments included in net income
(346
(1,063
(1,188
(3,823
Unrealized (loss) gain on available-for-sale debt securities
(355
109
(410
397
Other comprehensive income (loss)
5,058
(585
8,896
(7,000
Comprehensive income
86,972
112,032
343,347
325,819
Less: comprehensive income attributable to noncontrolling interests:
3,376
3,244
11,600
7,838
Other comprehensive income (loss) attributable to noncontrolling interests
165
(74
357
(475
Comprehensive income attributable to noncontrolling interests
3,541
3,170
11,957
7,363
Comprehensive income attributable to the Company
83,431
108,862
331,390
318,456
Consolidated Statements of Equity
For the three months ended September 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 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
1,664
1,580
Other comprehensive income
Other comprehensive income before reclassification
447
7
24
478
Amounts reclassified from accumulated other comprehensive income
(958
(22
(83
(105
Adjustment for noncontrolling interests
87,209
(99,018
11,809
(87,209
Deferred compensation plan, net
(431
431
Amortization of equity awards
5,433
Common stock issued under dividend reinvestment plan
177
Common stock issued for exchangeable operating partnership units
200
(200
Common stock issued, net of issuance costs
49,156
49,162
Contributions from partners
199,663
2,283
201,946
Distributions to partners
(31,045
Dividends declared:
Preferred stock
Common stock/unit
(128,468
(2,708
(131,176
Balance at September 30, 2025
1,822
(30,641
8,654,914
(4,299
(2,049,762
6,797,034
137,745
125,277
263,022
7,060,056
Balance at June 30, 2026
(33,085
8,709,547
(574
(2,027,768
6,874,951
144,222
128,015
272,237
7,147,188
1,577
1,799
5,201
116
87
203
5,404
(308
(42
(38
(366
366
6,305
Tax withholding on stock-based compensation
(5
185
2,829
(3,208
(138,252
(2,897
(141,149
Balance at September 30, 2026
For the nine months ended September 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
2,892
4,946
Other comprehensive loss
Other comprehensive loss before reclassification
(2,988
(20
(169
(189
(3,177
Amounts reclassified from accumulated other comprehensive loss
(3,537
(36
(250
(286
89,419
(101,228
(89,419
(2,596
2,596
16,549
16,551
(6,783
Repurchase of exchangeable operating partnership units
(2,046
550
201,873
10,699
212,572
(37,175
(384,428
(4,234
(388,662
Balance at December 31, 2025
6,554
5,046
9,607
210
267
477
10,084
(1,068
(130
(120
(2,376
2,324
(52
18,489
18,491
(9,113
560
5,140
(10,619
(414,725
(8,692
(423,417
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
11,876
10,962
Amortization of above and below market lease intangibles, net
(15,000
(16,662
Stock-based compensation, net of capitalization
16,190
14,817
(52,501
(43,378
Distribution of earnings from investments in real estate partnerships
51,495
47,699
Deferred compensation expense
3,285
1,960
Realized and unrealized gain on investments
(3,173
(2,681
Changes in assets and liabilities:
Tenant and other receivables
(30,111
(2,196
Deferred leasing costs
(13,662
(13,776
(18,548
(13,242
11,685
11,983
1,417
(2,300
Net cash provided by operating activities
654,196
623,744
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $4,273 in 2025
(58,385
(103,502
Real estate development and capital improvements
(317,730
(307,282
Proceeds from sale of real estate
39,957
51,084
Proceeds from property insurance casualty claims
3,383
Issuance of notes receivable
(1,500
(176
Collection of notes receivable
1,310
479
(38,979
(12,399
Return of capital from investments in real estate partnerships
43,930
12,162
Dividends on investment securities
1,841
1,232
Purchase of investment securities
(12,633
(99,770
Proceeds from sale of investment securities
9,418
53,461
Net cash used in investing activities
(329,388
(404,711
Cash flows from financing activities:
Net proceeds from common stock issuance
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
(2,299
Dividends paid to common shareholders
(414,001
(383,267
Dividends paid to preferred shareholders
Repayment of fixed rate unsecured private placement notes
(200,000
Proceeds from issuance of fixed rate unsecured notes, net of debt discount
447,192
397,116
Proceeds from unsecured credit facility
520,000
510,000
Repayment of unsecured credit facility
(525,000
(545,000
Proceeds from notes payable
10,000
Repayment of notes payable
(88,000
(54,130
Scheduled principal payments
(9,658
(7,983
Payment of financing costs
(4,345
(3,839
Net cash used in financing activities
(307,212
(75,322
Net increase in cash and cash equivalents and restricted cash
17,596
143,711
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
205,595
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $7,587 and $7,302 in 2026 and 2025, respectively)
185,583
154,783
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid
143,426
133,451
Acquisition of operating real estate:
Acquired lease intangible assets
5,822
55,081
Notes payable assumed in acquisition, at fair value
166,480
Intangible liabilities, Accounts payable and other liabilities
4,365
23,198
Acquisition of previously unconsolidated real estate investments:
1,329
10,356
28,527
1,258
6,216
Acquisition of real estate assets
24,747
Exchangeable operating partnership units issued for acquisition of real estate
199,662
Change in accrued capital expenditures
9,741
16,032
Contributions to investments in real estate partnerships
14,597
783
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 September 30, 2026 and December 31, 2025
General partner's common units, 183,121,884 and 182,902,234 units issued and outstanding at September 30, 2026 and December 31, 2025, respectively
6,593,883
6,686,110
Limited partners' common units, 3,838,188 and 3,838,188 units issued and outstanding at September 30, 2026 and December 31, 2025 respectively
Total partners' capital
6,966,224
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
80,115
111,037
329,405
327,873
Preferred unit distributions
Net income attributable to common unit holders
76,702
107,624
319,166
317,634
Net income attributable to common unit holders:
Per common unit - basic
Per common unit - diluted
45
(59
137
(419
1,844
1,521
5,183
4,527
Comprehensive income attributable to the Partnership
85,128
110,511
338,164
321,292
Consolidated Statements of Capital
General Partner Preferredand Common Units
LimitedPartners
TotalPartners’Capital
Noncontrolling Interests inLimited Partners’ Interest inConsolidated Partnerships
TotalCapital
6,681,660
6,716,231
454
(980
Adjustment for noncontrolling interests in the Operating Partnership
(11,809
(162,221
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization
Common units issued as a result of common stock issued by Parent Company, net of issuance costs
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances
Exchangeable operating partnership units exchanged for common stock of Parent Company
6,801,333
6,934,779
6,875,525
7,019,173
5,317
(304
(144,357
180
6,818,883
TotalPartners'Capital
Noncontrolling Interests inLimited Partners' Interest inConsolidated Partnerships
6,721,920
6,764,890
(3,008
(3,573
(425,837
(6,233
6,911,110
9,817
(1,058
(434,036
(8,553
12
(422,693
(385,566
Distributions 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
September 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 or liabilities other than through its investment in the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership. As of September 30, 2026, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 395 properties and held partial interests in an additional 91 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 macroeconomic conditions, including inflation, elevated interest rates, volatility in energy prices, and changes in consumer confidence and spending. Additionally, geopolitical challenges, including the war involving Russia and Ukraine and conflicts in the Middle East, could adversely impact the U.S. economy and the operating and financial success of the Company's tenants.
Changes in government policies, including trade and tariff policies, tax and immigration policies, federal government spending, and economic sanctions, as well as monetary policy decisions by the Federal Reserve, could also impact economic conditions. These factors, individually or collectively, could result in higher operating costs for tenants, reduced consumer confidence and spending, slower economic growth, and potentially a recession, thereby adversely impacting tenants' ability to pay rent and future demand for space in shopping centers, which could adversely impact occupancy rates and rents. The potential impact of these macroeconomic, geopolitical, and policy-related factors on the Company's financial condition, results of operations, and cash flows 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 September 30, 2026, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of September 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 13.0% 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 September 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 September 30, 2026, the Company held partial ownership interests in 108 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
268,299
332,759
Cash, cash equivalents and restricted cash
24,961
21,890
6,145
7,614
Deferred costs, net
4,263
6,715
Acquired lease intangible assets, net
3,594
4,328
17,656
1,488
775
Total Assets
308,750
391,737
Liabilities
Notes payable
23,533
23,771
12,507
12,758
Acquired lease intangible liabilities, net
9,852
10,119
908
960
19,559
Total Liabilities
46,800
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
3,920
3,935
12,063
12,196
Asset management services
1,893
1,777
5,428
5,240
Leasing services
Point in time
1,071
902
2,954
2,777
Other transaction fees
256
106
820
563
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 $17.4 million and $17.8 million, as of September 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:
Nine months ended September 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
30,000
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
7/8/2026
Franklin Crossing
Franklin Lakes, NJ
27,000
2,608
950
8/12/2026
The Shops at Fall Hill
Fredericksburg, VA
3,805
8/21/2026
Redlands Marketplace
Redlands, CA
3,107
Total consolidated
92,712
7,151
4,983
Unconsolidated
6/11/2026
Shops at Highland Walk
Denver, CO
20%
37,100
3,201
728
7/14/2026
Cornerstone at Westford
Westford, MA
74,000
39,869
7,392
7,700
Total unconsolidated
111,100
10,593
8,428
Total property acquisitions
203,812
17,744
13,411
19
Nine months ended September 30, 2025
1/1/2025
Putnam Plaza (2)
Carmel Hamlet, NY
31,000
16,749
4,308
460
1/10/2025
Orange Meadows
Orange, CT
4,200
354
299
3/14/2025
Brentwood Place
Nashville, TN
118,500
40,060
9,371
18,295
7/23/2025
Rancho Mission Viejo Portfolio (3)
Various, CA
357,000
126,860
45,356
2,224
8/1/2025
Chestnut Ridge Shopping Center (4)
Montvale, NJ
18,300
3,070
458
Baybrook East (4)
Webster, TX
29,097
11,778
2,978
991
Baybrook East Phase II
3,597
9/15/2025
The Village at Seven Pines
Jacksonville, FL
8,466
9/19/2025
Ellis Village Center
Tracy, CA
1,350
571,510
195,447
65,437
22,727
5/12/2025
Armonk Square
Armonk, NY
26,250
11,884
2,405
5,498
597,760
207,331
67,842
28,225
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
26,075
43,919
23,814
6,198
31,276
6,005
Provision for impairment of real estate sold
Number of operating properties sold
Number of land parcels sold
Percent interest sold
20
4.
Other Assets
The following table presents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
Goodwill
166,739
Investments
55,457
51,373
Prepaid and other
40,086
34,575
Derivative assets
9,153
6,778
Furniture, fixtures, and equipment, net ("FF&E")
20,650
12,728
Deferred financing costs, net
4,272
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%
385,031
475,948
Variable rate mortgage loans (1)
10/1/2026 - 2/20/2032
4.4%
4.6%
266,896
270,489
Fixed rate unsecured debt
2/1/2027 - 3/15/2049
4.3%
4,120,129
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%
5.0%
Total unsecured credit facility
Total debt outstanding
4,887,056
4,739,301
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 each of May 11 and August 11, 2026, the Company repaid $100.0 million of unsecured private placement notes at maturity, for an aggregate debt repayment of $200.0 million. The repayments were funded with available liquidity, including proceeds from the Company’s February 2026 Notes offering.
21
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)
3,173
46,852
50,025
2027
10,051
235,558
525,000
770,609
2028
8,365
51,939
415,000
475,304
2029
5,619
97,120
425,000
527,739
2030
5,445
2,163
600,000
607,608
Beyond 5 Years
24,206
190,680
2,300,000
2,514,886
Unamortized debt premium/(discount) and issuance costs
(29,244
(29,871
(59,115
56,859
595,068
4,235,129
The Company was in compliance as of September 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
295,516
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
(12
(1,606
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not enter into derivative instruments for trading or speculative purposes. As of September 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.
22
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 September 30, 2026, the Company expects approximately $2.7 million of accumulated other 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
298,629
278,670
882,072
817,014
Variable lease income
104,744
92,904
321,878
285,044
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net
5,570
5,784
16,607
18,265
Uncollectible straight-line rent (1)
(80
350
(3,002
(472
Uncollectible amounts billable in lease income
(192
(3,473
(1,906
Total lease income
23
The following table presents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:
Tenant receivables
36,735
29,578
Straight-line rent receivables
197,314
180,871
Other receivables (1)
74,167
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
32,197
32,146
31,987
32,173
Financial liabilities:
4,486,577
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 September 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.
Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include the following:
Unrealized (Loss) Gain
(369
2,259
702
(125
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 summarize the Company's recurring fair value measurements of assets and liabilities by level within the fair value hierarchy:
Fair Value Measurements as of September 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:
39,479
Available-for-sale debt securities
15,978
Interest rate derivatives
64,610
25,131
Fair Value Measurements as of December 31, 2025
39,887
11,486
58,151
18,264
25
The following table summarizes the Company's nonrecurring fair value measurements of operating properties and related impairment losses by level within the fair value hierarchy:
Losses
Operating property held and used
104,000
90,000
14,000
During the three and nine months ended September 30, 2026, the Company recorded a $65.1 million provision for impairment on two operating properties classified as held and used. The impairments were triggered by changes in the Company's expected holding periods for these properties, resulting in the Company reassessing their recoverability. One property was remeasured to its estimated fair value of $90.0 million based on third-party offers for the property, which is reflected in the Level 2 classification above, resulting in a $40.4 million provision for impairment. The fair value of the second property was estimated at $14.0 million using a discounted cash flow model, resulting in a $24.7 million provision for impairment. The unlevered discount rate of 12.2% and terminal capitalization rate of 5.75% used in the discounted cash flow model are considered significant unobservable inputs and assumptions in estimating fair value, which is classified as a Level 3 measurement within the fair value hierarchy.
The impairment charges are included in Provision for impairment of real estate in the accompanying Consolidated Statements of Operations.
As of December 31, 2025, there were no real estate assets measured at fair value on a nonrecurring basis.
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 September 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
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 September 30, 2026, $500 million of common stock remained available for issuance under this ATM Program.
26
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 nine months ended September 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.
Dividends Declared
The following table provides a summary of dividends declared per share by the Parent Company for the periods presented. Distributions declared by the Operating Partnership on its Common Units and Preferred Units were equal, on a per-unit basis, to the per share dividends declared on the corresponding classes of the Parent Company's stock.
Common Stock
0.755000
0.705000
2.265000
2.115000
Series A Preferred Stock
0.390625
1.171875
Series B Preferred Stock
0.367200
1.101600
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 324,608 shares of restricted stock with a weighted-average grant-date fair value of $77.27 per share during the nine months ended September 30, 2026 and September 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
6,179
5,321
18,108
16,219
Directors' fees paid in common stock and other employee stock grants
126
112
383
332
Capitalized stock-based compensation
(735
(479
(2,301
(1,733
4,954
14,818
27
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
183,121
181,921
183,076
181,640
Weighted average common shares outstanding for diluted EPS (1)
183,467
182,346
183,390
181,996
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 3,147,659 for the three months ended September 30, 2026 and 2025, respectively, and 3,838,188 and 1,785,189 for the nine months ended September 30, 2026 and 2025, respectively.
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
186,959
185,068
186,914
183,425
Weighted average common units outstanding for diluted EPU (1)
187,305
185,494
187,228
183,781
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.
28
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:
442,615
413,947
1,318,173
1,227,950
3,486
11,204
11,193
Less:
Straight-line rent on lease income
(7,139
(7,642
(17,663
(20,425
Above/below market rent amortization, net
(5,712
(5,968
(17,101
(18,892
Total real estate revenues
433,250
403,538
1,294,613
1,199,826
Operating expenses (1)
(74,137
(70,073
(228,601
(209,201
(55,927
(51,597
(166,326
(154,286
NOI
303,186
281,868
899,686
836,339
Reconciliation of NOI to Net income:
Consolidated:
6,685
6,743
16,710
18,137
Straight-line rent on ground rent
(500
(336
(1,380
(1,009
Above/below market ground rent amortization
(536
(535
(1,608
(1,602
(107,708
(102,799
(322,933
(299,108
(25,173
(27,060
(78,346
(74,140
(2,126
(1,770
(5,164
(5,402
Other expense, net
(94,197
(45,897
(189,086
(145,610
Add: Share of noncontrolling interests excluded from NOI
2,391
1,998
6,858
6,402
Less: Equity in income of investments in real estate excluded from NOI
(12,818
(12,099
(28,158
(40,229
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.
29
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 $16.0 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 September 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 September 30, 2026 and December 31, 2025, respectively.
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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 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.
32
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:
33
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 September 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 September 30, 2026, we had full or partial ownership interests in 486 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 59.2 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 nine months ended September 30, 2026, Net income attributable to common shareholders was $312.6 million, compared to $314.7 million in the prior-year period.
During the nine months ended September 30, 2026:
34
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
395
391
GLA
46,669
46,102
% Leased – Operating and Development
96.5
%
96.0
% Leased – Operating
96.9
96.6
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions.
$26.99
$26.55
The following table summarizes general information related to the unconsolidated properties owned in real estate investment partnerships in our portfolio:
91
90
12,563
12,275
96.7
96.8
Weighted average annual effective rent PSF, net of tenant concessions
$26.07
$25.87
The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:
Percent Leased – All Properties
96.3
Anchor Space (spaces ≥ 10,000 SF)
98.5
98.4
Shop Space (spaces < 10,000 SF)
93.5
93.0
35
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
578
24.72
50.80
8.00
Renewal
103
2,501
18.47
0.31
0.33
Total Anchor Space Leases
129
3,079
19.64
9.79
1.77
Shop Space Leases
406
815
44.05
56.74
843
1,616
41.32
2.15
1.53
Total Shop Space Leases
1,249
2,431
42.24
20.45
7.21
Total Leases
1,378
5,510
29.61
14.49
4.17
519
19.16
34.28
3.97
78
2,388
14.93
0.80
0.39
98
2,907
15.68
6.78
1.03
415
759
42.27
48.56
16.71
905
1,676
41.00
1.46
1.30
1,320
2,435
41.39
16.14
6.10
1,418
5,342
27.40
11.05
3.34
The weighted-average base rent PSF on Shop Space leases signed during the nine months ended September 30, 2026 is $42.24 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 $39.24 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 11.4% for the nine months ended September 30, 2026, compared to 10.4% for the nine months ended September 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
5.7%
2.8%
Amazon/Whole Foods
42
2.7%
TJX Companies, Inc.
77
3.6%
Albertsons Companies, Inc.
51
4.1%
Kroger Co.
6.0%
2.5%
36
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.
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.
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 September 30, 2026, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.3% of our Pro-rata annual base rent.
Results of Operations
Comparison of the three months ended September 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
Change
Base rent
283,437
265,289
18,148
Recoveries from tenants
102,679
92,406
10,273
Percentage rent
2,130
1,950
Uncollectible lease income
(245
Other lease income
8,362
5,536
2,826
Straight-line rent
(58
(214
30,910
158
420
31,488
Total lease income increased by $30.9 million primarily due to the following:
37
Changes in our operating expenses are summarized in the following table:
4,909
4,331
5,019
(1,887
356
Depreciation and amortization increased by $4.9 million, mainly due to the following:
Property operating expense increased by $4.3 million, mainly due to the following:
Real estate taxes increased by $5.0 million, mainly due to the following:
Changes in other expense, net are summarized in the following table:
Interest on notes payable
55,545
55,064
481
Interest on unsecured credit facilities
1,806
1,022
784
Capitalized interest
(2,526
(2,768
242
Hedge expense
48
226
(178
Interest income
(1,388
(2,221
833
2,162
61,761
(17,616
1,993
48,300
38
Interest expense, net, increased by $2.2 million primarily due to the following:
During the three months ended September 30, 2026, we recognized $65.1 million of impairment charges related to two operating properties resulting from changes in their expected holding periods, which triggered reassessments of their recoverability. During the three months ended September 30, 2025, we recognized $3.4 million of impairment charges related to the dispositions of three operating properties.
During the three months ended September 30, 2026, we recognized gain on sale of real estate, net of tax of $23.8 million primarily from additional proceeds received related to a prior outparcel sale and one additional outparcel sale. During the three months ended September 30, 2025, we recognized gain on sale of real estate, net of tax of $6.2 million primarily from the sale of an operating property and an outparcel.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
(30,703
Income attributable to noncontrolling interests
(132
(30,835
Net income attributable to exchangeable operating partnership units
(30,922
Comparison of the nine months ended September 30, 2026 and 2025:
838,875
778,216
60,659
309,473
275,392
34,081
12,140
11,558
582
(1,567
23,750
18,283
5,467
(1,427
Above / below market rent amortization, net
(1,658
96,137
(935
489
95,691
39
Lease income increased by $96.1 million primarily due to the following:
23,825
19,359
12,554
4,206
(238
59,706
Depreciation and amortization increased by $23.8 million mainly due to the following:
Property operating expense increased by $19.4 million, mainly due to the following:
40
Real estate taxes increased by $12.6 million, mainly due to the following:
General and administrative costs increased by $4.2 million mainly due to the following:
Changes in Other expense, net are summarized in the following table:
166,619
154,475
12,144
5,154
6,671
(1,517
(7,587
(7,302
(285
143
677
(534
(5,077
(4,913
(164
9,644
60,499
(25,271
(1,396
43,476
Interest expense, net increased by $9.6 million primarily due to the following:
During the nine months ended September 30, 2026, we recognized $65.1 million of impairment charges related to two operating properties resulting from changes in their expected holding periods, which triggered reassessments of their recoverability. During the nine months ended September 30, 2025 we recognized $4.6 million of impairment charges related to the dispositions of five operating properties.
During the nine months ended September 30, 2026, we recognized gain on sale of real estate, net of tax of $31.3 million primarily from the sale of one operating property and four outparcels. During the nine months ended September 30, 2025, we recognized gains on sale of real estate, net of tax of $6.0 million mainly from sales of an operating property and an outparcel.
Net investment income increased by $1.4 million, primarily attributable to a $1.3 million increase in investment returns associated with the non-qualified deferred compensation plan.
Equity in income of investments in real estate partnerships increased by $9.1 million mainly due to gains on partial real estate sales recognized at unconsolidated real estate partnerships during the current period.
41
1,632
(3,762
(2,130
(3,662
1,532
Income attributable to noncontrolling interests and Net income attributable to exchangeable operating partnership units increased by $3.8 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.
Same Property NOI (Non-GAAP Financial Measures):
297,068
286,032
11,036
882,409
851,267
31,142
106,059
99,497
6,562
325,831
300,733
25,098
2,290
2,159
131
13,211
12,978
233
(459
113
(572
(3,279
(1,915
(1,364
6,052
5,013
1,039
17,584
14,528
3,056
3,012
2,583
429
9,640
9,288
352
Total real estate revenue
414,022
395,397
18,625
1,245,396
1,186,879
58,517
Operating and maintenance
68,043
65,221
2,822
210,584
196,580
14,004
53,132
50,880
2,252
160,788
152,525
8,263
Ground rent
3,712
4,078
11,001
11,274
(273
Total real estate operating expenses
124,887
120,179
4,708
382,373
360,379
21,994
Same property NOI
289,135
275,218
13,917
863,023
826,500
36,523
Same property NOI growth
5.1
4.4
Same property NOI changed from the following major components:
Total real estate revenue increased by $18.6 million and $58.5 million, on a net basis, during the three and nine months ended September 30, 2026, respectively, as follows:
Total real estate operating expenses increased by $4.7 million and $22.0 million, on a net basis, during the three and nine months ended September 30, 2026, respectively, as follows:
Reconciliation of Net Income Attributable to Common Shareholders to Same Property NOI:
(7,140
(6,720
(21,265
(20,776
Other (1)
(13,610
(13,654
(37,187
(40,193
Plus:
Other operating expense
Equity in income of investments in real estate excluded from NOI (2)
12,818
12,099
28,158
40,229
3,413
10,239
Less non-same property NOI (3)
(14,051
(6,650
(36,663
(9,839
43
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)
114,074
109,933
342,792
321,296
(25,113
(7,432
(45,730
(7,187
Nareit FFO attributable to common stock and unit holders
230,798
213,499
681,363
636,379
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)
(6,736
(7,282
(16,564
(19,459
(5,423
(15,461
(17,260
Debt and derivative mark-to-market amortization
1,721
5,534
4,618
Core Operating Earnings
220,619
202,610
654,872
604,278
Reconciliation of Core Operating Earnings to AFFO:
Adjustments to reconcile to AFFO (1):
Operating capital expenditures
(35,550
(33,832
(103,460
(90,109
Debt cost and derivative adjustments
2,357
2,423
6,959
6,849
Stock-based compensation
AFFO
193,605
176,522
576,479
537,237
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.
Our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. 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 sales of real estate (subject to certain REIT tax distribution rules), mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds
44
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 September 30, 2026, we had $862.8 million of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. We actively monitor the capital markets and maintain flexibility to access them opportunistically, while proactively managing our debt maturity profile to support a strong balance sheet. We currently expect to address these maturing obligations through a combination of cash flows from operations, refinancing at maturity, available liquidity under our Line, or proceeds from potential property sales.
Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.
In addition to our $134.9 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)
1,372,940
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 nine months ended September 30, 2026 and 2025, we generated cash flows from operating activities of $654.2 million and $623.7 million, respectively, and paid $432.9 million and $395.8 million in dividends and distributions 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 October 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 September 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 September 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:
30,452
75,323
(231,890
Net change in cash, cash equivalents, and restricted cash
(126,115
(67,338
Net cash provided by operating activities:
Net cash provided by operating activities increased $30.5 million due to:
Net cash used in investing activities:
Net cash used in investing activities changed by $75.3 million as follows:
45,117
(10,448
(11,127
(1,324
831
(26,580
31,768
609
87,137
(44,043
Significant changes in investing activities include:
46
We plan to continue developing and redeveloping shopping centers for long-term investment. During the nine months ended September 30, 2026, we deployed capital of $317.7 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
Capital expenditures:
Land acquisitions - Development
14,884
9,534
5,350
Acquisition of land & improvements - Redevelopment
17,754
3,607
14,147
Building and tenant improvements
92,958
77,313
15,645
Redevelopment costs
74,184
89,797
(15,613
Development costs
94,183
104,587
(10,404
7,485
7,655
(170
Capitalized direct compensation
16,282
14,789
1,493
317,730
307,282
10,448
47
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
8,964
97
390
Q3-2025
112,302
239
470
Ellis Village Center - Phase 1
Bay Area, CA
29,592
63
49
604
Culver Commons
Los Angeles, CA
Q4-2025
15,852
1,132
Lone Tree Village
29,408
64
157
187
Oak Valley Village
44,613
173
258
Q2-2026
54,814
517
Q3-2026
46,455
69
673
Metro DC
23,885
597
Total Developments In-Process
365,885
870
421
Developments Completed
Oakley Shops at Laurel Fields
Q3-2024
35,815
96
The Shops at SunVet
Long Island, NY
96,197
169
569
Total Developments Completed
132,012
247
534
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
25,715
83
Serramonte Center - Phase 3
San Francisco, CA
42,535
70
West Chester Plaza
Cincinnati, OH
Q4-2024
14,554
Willows Shopping Center
16,807
The Crossing Clarendon
Q2-2025
13,679
60
East Meadow Plaza - Phase 2A
15,969
81
Q1-2026
58,673
65
Ryanwood Square
Palm Beach, FL
12,093
Country Walk Plaza
Miami, FL
11,790
Various Redevelopments
Various
104,221
Total Redevelopments In-Process
316,036
Redevelopments Completed
East Meadow Plaza - Phase 1
11,736
Various Properties
14,446
Total Redevelopments Completed
26,182
94
Net cash used in financing activities:
Net cash used in financing activities increased by $231.9 million during 2026, as follows:
Net proceeds from common stock issuances
(49,162
(2,330
2,046
(339
(5,559
26,556
(6,393
(30,734
50,076
20,000
(10,000
(33,870
(1,675
(506
Significant changes in financing activities during the nine months ended September 30, 2026 and 2025, include the following:
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 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
2,778,809
2,667,271
992,754
971,786
1,686,173
1,628,610
588,929
580,274
Equity
1,092,636
1,038,661
403,825
391,512
Basis difference
(40,828
(41,656
Our equity method investments in real estate partnerships consist of the following:
GRI - Regency, LLC (GRIR)(1)
40%
109,727
112,235
Columbia Regency Partners II, LLC (Columbia II)
72,269
60,354
Columbia Village District, LLC
30%
5,900
6,295
Individual Investors
Ballard Blocks
50%
56,924
57,830
48,163
46,860
Others
70,014
66,282
Total Investments 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’sShare
2026 (1)
2,084
158,461
160,545
56,081
8,571
32,800
41,371
13,670
5,416
232,735
238,151
82,380
4,226
104,434
108,660
37,431
3,774
215,893
13,000
232,667
80,771
3,641
794,294
797,935
282,698
Net unamortized loan costs, debt premium / (discount)
(11,014
(3,281
27,712
1,527,603
1,568,315
549,750
50
At September 30, 2026, our investments in unconsolidated real estate partnerships had notes payable of $1.6 billion maturing through 2036, of which 94.7% 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 6.1%, based on rates as of September 30, 2026. These fixed and variable rate notes payable are all non-recourse, and our share was $549.8 million as of September 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 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:
7,085
6,640
21,074
20,471
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 September 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 September 30, 2026, and are subject to change. We continually assess the market risk for our floating-rate debt. As of September 30, 2026, $30 million out of our $115.0 million outstanding balance under our variable-rate line of credit was effectively fixed through an interest rate swap. Substantially all of our variable-rate mortgage debt was also effectively fixed through interest rate swaps or otherwise bore fixed contractual rates. Based on our remaining unhedged floating-rate debt of $85.0 million, a hypothetical 100 basis point increase in interest rates would increase annualized interest expense by approximately $0.9 million, assuming outstanding balances and hedging arrangements remain unchanged. We do not believe such an increase would have a material impact on future earnings or cash flows.
Further, the table below incorporates only those exposures that exist as of September 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 September 30, 2026.
(dollars in thousands)
Thereafter
Fixed rate debt (1)
770,610
390,304
2,514,885
4,861,171
4,516,577
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)
85,000
Average interest rate for all variable rate debt (2)
4.66
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 Rules 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 September 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 Rules 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 September 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 September 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 September 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)
July 1 through July 31, 2026
August 1 through August 31, 2026
September 1 through September 30, 2026
75.93
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 September 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).
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Executive Officers
On November 3, 2026, the Board of Directors of the Company (the “Board”) approved changes to the titles of two of the Company’s executive officers, each effective November 3, 2026, as follows:
Alan T. Roth, the Company’s East Region President and Chief Operating Officer, was appointed its Executive Vice President and Chief Operating Officer. Mr. Roth will be responsible for operations strategy and processes nationally.
Nicholas A. Wibbenmeyer, the Company’s West Region President and Chief Investment Officer, was appointed its Executive Vice President and Chief Investment Officer. Mr. Wibbenmeyer will be responsible for investment and development strategy and processes nationally.
The duties and responsibilities of each of Messrs. Roth and Wibbenmeyer will be similar to those he held before the change in title, except that he will no longer serve as East Region President (in the case of Mr. Roth) and West Region President (in the case of Mr. Wibbenmeyer).
Mr. Roth, age 51, has been the Company’s East Region President and Chief Operating Officer since January 2024. Before this role, he served as Executive Vice President, National Operations and East Region President from January 2023 through December 2023. Before that, he served as Senior Managing Director, East Region, from 2020 through December 2022. Mr. Roth has also held various other leadership positions at the Company, including Managing Director of the Northeast, Mid-Atlantic and Southeast Regions, respectively; Senior Vice President and Senior Market Officer for the Mid-Atlantic and Northeast portfolio; and Vice President and Regional Officer. Mr. Roth joined the Company as a Leasing Agent in 1997 through the Company’s acquisition of Midland Development Group, and is a graduate of the Kelley School of Business at Indiana University.
Mr. Wibbenmeyer, age 46, has been the Company’s West Region President and Chief Investment Officer since January 2024. Before this role, he served as Executive Vice President, West Region President from January 2023 through December 2023. Before that, he served as Senior Managing Director, West Region, from 2020 through December 2022. Mr. Wibbenmeyer has also held various other leadership positions at the Company, including Managing Director of Florida and the Midwest Region, respectively; Senior Vice President and Senior Market Officer; Vice President and Market Officer; and Vice President of Investments. Mr. Wibbenmeyer joined the Company in 2005 as Manager of Investments for the Company’s Upper Midwest portfolio, and is a graduate of the University of Notre Dame.
The compensation of Messrs. Roth and Wibbenmeyer was not changed in connection with their changes in title. Neither officer entered into, or received any grant or award under, any new or materially amended plan, contract or arrangement in connection with his change in title. Each of Messrs. Roth and Wibbenmeyer will continue to participate in the Company’s retirement and deferred compensation plans, severance and other benefit plans and programs of the Company.
There are no arrangements or understandings between either Mr. Roth or Mr. Wibbenmeyer and any other person pursuant to which he was selected as an officer. Neither Mr. Roth nor Mr. Wibbenmeyer is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Neither has any family relationship with any director or executive officer of the Company required to be disclosed pursuant to Item 401(d) 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.
November 6, 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