Regency Centers (REG) 10-K risk factor changes: FY2023 vs FY2022

Risk Factors Related to the Current Economic [removed: Environment][added: and Geopolitical Environments]

[removed: Continued rising interest] [added: Interest] rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price.

On multiple occasions during [removed: 2022,] [added: 2022 and 2023,] the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") raised its benchmark federal funds rate, which has led to numerous increases in interest rates in the credit [removed: markets.][added: markets, with further increases possible.]

[removed: Additionally, U.S. government policies implemented to address inflation, including actions by the U.S. Federal Reserve to increase] [added: Higher] interest [removed: rates,] [added: rates] may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.

[removed: Rising] [added: Additionally, higher] interest rates adversely impact our cost of borrowing.

Our exposure to [removed: increases in] [added: higher] interest rates in the short term includes our variable-rate borrowings, which consist of borrowings under our unsecured senior line of credit and variable rate based secured notes payable.

Prolonged periods of higher interest rates may negatively impact the valuation of our real estate asset portfolio and could result in [removed: the] [added: a] decline of our stock price and market capitalization, which may adversely impact our ability and willingness to raise equity capital on favorable terms through sales of our common shares, including through our At the Market ("ATM") program.

[removed: Should] federal, state, and local governments mandate or recommend lockdowns again in the future due to a pandemic or other similar health crises, tenants could request rent concessions or seek to renegotiate future rents.

Our future results of operations and overall financial performance could be uncertain should a new virus strain of COVID-19, or [added: any] future [removed: pandemics] [added: pandemic] or other health crises occur.

labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including [removed: continuing] disruptions to global supply chains as a result of [removed: the COVID-19 pandemic] [added: wars involving Russia] and [added: Ukraine, Israel and Gaza, the slowing of China's economy, pandemics, and/or] inflationary pressures;

To the extent that any or a combination of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand for retail space, market rents and rent growth, capital expenditures, the percent leased levels of our properties, the value of our properties, our ability to sell, acquire or develop properties, our operating results and our cash [removed: available for distributions to stock and unit holders.][added: flows.]

Our properties in California and Florida represent [removed: 26.0%] [added: 23.4%] and [removed: 21.3%,] [added: 19.3%,] respectively, of our annualized base rent.

At December 31, [removed: 2022,] [added: 2023,] tenants with less than three locations ("Local Tenants") represent approximately 22% of annualized base rent.

[removed: These Local Tenants may be more vulnerable to negative] economic conditions and changing customer buying habits and retail trends as they may have more limited resources and access to capital than other tenants.

the occupancy rates and rents of a completed project may not be sufficient to make the project profitable, or [added: otherwise] not [removed: profitable enough to] meet our investment return expectations;

actual costs of a project may exceed original estimates, possibly making the project unprofitable, or not [removed: profitable enough to] meet our investment return expectations;

properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we estimate, which may result in the properties' failure to achieve [removed: the] [added: expected] investment [removed: returns we project;][added: returns;]

[removed: Macro-economic] [added: Market conditions, including macroeconomic] events, pandemics and other health [removed: crises] [added: crises,] may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable.

While we work with experts [removed: in the field] to plan for the [removed: potential] impacts of climate change on our business, we cannot reliably predict the extent, rate, timing, or impact of climate change.

For example, climate and other environmental changes may result in [removed: volatile] [added: more unpredictable] or decreased demand for retail space at certain of our properties, reduced rent or, in extreme cases, our inability to operate certain properties at all.

[removed: Moreover, while] [added: While] the federal government has not yet enacted comprehensive legislation to address climate [removed: change,] [added: change that would directly impact us,] certain states in which we own and operate shopping centers, including California and New York, have done so.

At December 31, [removed: 2022, 20.6%] [added: 2023, 18.7%] of the GLA of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas.

Additionally, [removed: 22.4%] [added: 20.1%] and [removed: 7.8%] [added: 7.1%] of the GLA of our portfolio is located in the states of Florida and Texas, respectively.

Insurance costs for properties in these areas have [removed: increased,] [added: increased significantly,] and recent intense weather conditions may cause property insurance premiums to increase significantly in the future.

Under various federal, state, and local laws, an owner or manager of real property may be liable for [added: some or all] the costs to assess and remediate the presence of hazardous substances on the property, which in our case most typically arise from current or former dry cleaners, gas stations, asbestos usage, and historic land use practices.

We supplement our participation in ratings systems [removed: with published disclosures of] [added: by disclosing on] our [added: website information about our] ESG activities, but some investors may desire [removed: other] [added: additional] disclosures that we do not provide.

In addition, [removed: as noted above,] the SEC is currently [removed: evaluating potential] [added: considering adopting] new regulations that [removed: could] [added: would] impose additional ESG disclosure and other compliance requirements on us.

Failure to participate in certain of the [removed: third party] [added: third-party] ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital.

We carry [removed: comprehensive] liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties.

The success of our business depends, in [added: significant] part, on the leadership and performance of our executive management team and other key personnel, and our ability to attract, retain and motivate talented and diverse employees may significantly impact our future performance.

The unauthorized access, use, theft or destruction of tenant or employee personal, [removed: financial,] [added: financial] or other [removed: data] [added: data,] or of Regency's proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our reputation and brand and expose us to potential [removed: liability] [added: liabilities] and [removed: loss of revenues.][added: adverse financial impact.]

Many of our information technology systems (including [removed: those we use for administration, accounting, and communications, as well as] the systems of our [removed: co-investment] [added: real estate] partners and other third-party business partners and service providers, whether cloud-based or hosted in [removed: proprietary] [added: our] servers) contain personal, financial or other information that is entrusted to us by our tenants and employees.

Many of our information technology systems [removed: also] contain our proprietary information and other confidential information related to our business.

We are [removed: frequently] subject to attempts to compromise our information technology systems.

To the extent we or a third party were to experience a material breach of our [removed: or such third party's] information technology systems that results in the unauthorized access, theft, use, destruction or other compromises of tenants' or employees' data or our confidential information stored in such systems, including through cyber-attacks [added: such as ransomware, denial of service] or other [removed: external or internal] methods, such a breach may damage our reputation and cause us to lose [removed: tenants, employees,] [added: tenants] and [removed: revenues,] [added: employees, result in adverse financial impact,] incur third party claims and cause disruption to our business and plans.

Despite planning, preparation, and preventative measures, such attacks may be successful [added: in the future] and our business may be significantly [removed: disrupted if unable to quickly recover.]

Such security breaches also could result in a violation of applicable U.S. privacy and other laws, and [added: potentially] subject us to [removed: private consumer, business partner, or securities] litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers.

Despite the ongoing significant investments in technology and training we make [removed: in] [added: relating to] cybersecurity, we can provide no assurance that we will avoid or prevent such breaches or attacks.

[removed: Despite] [added: In addition, despite] the implementation of security measures for our disaster recovery and business continuity plans, our [added: information] systems [removed: are] [added: may be] vulnerable to damage [added: or other adverse impact] from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure.

Any system failure or accident that causes [added: disruption or] interruptions [removed: in] [added: to] our [removed: operations] [added: information systems] could result in a material disruption to our [removed: business] [added: operations] and [added: business, and] cause us to incur [removed: additional] [added: material] costs to remedy such [removed: damages.][added: damages or adverse impacts.]

Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.

Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity constraints or lack of available credit, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements.

Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us and our tenants to acquire financing on acceptable terms or at all.

Additionally, our critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.

Any decline in available funding, lack of credit in the commercial real estate market, or access to cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us, our tenants or our critical vendors and business partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.

Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and financial condition.

The success of our business, and the businesses of our tenants, largely depends on consumer spending.

While we currently own no shopping centers or other assets outside of the U.S. nor have meaningful direct international supply chain exposure, geopolitical challenges and their potential impact on the global macroeconomic environment, including the war involving Russia and Ukraine, Middle East conflicts and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects of the U.S. economy and, therefore, consumer spending.

In addition, these geopolitical challenges could impact other areas of the U.S. economy, which could impact our business and the businesses of our tenants through rising inflation and interest rates (and, hence, reduced availability and/or increased costs of borrowing), increased energy prices, labor shortages, supply chain constraints and, potentially, a U.S. economic recession.

It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effects they may have on global political and economic conditions over the long term.

However, a substantial delay in or lack of resolution of these challenges could have an adverse impact on the U.S. economy and consumer spending and, therefore, an adverse effect on our results of operations and the financial condition of the Company.

Risks Relating to Regency's Financial Performance Relating to the Urstadt Biddle Merger

Regency may not realize the anticipated benefits and synergies from the Urstadt Biddle merger.

On August 18, 2023, Regency completed its merger with Urstadt Biddle.

The success of the merger will depend, in part, on Regency’s ability to realize the anticipated benefits from successfully combining its and Urstadt Biddle’s businesses.

Regency is devoting substantial management attention and resources to integrating its and Urstadt Biddle’s business practices and operations so that Regency can fully realize the anticipated benefits of the mergers.

Nonetheless, the business and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated.

The mergers could also result in the assumption of unknown or contingent liabilities.

Potential difficulties Regency may encounter in the integration process include the following:

the inability to successfully combine the businesses of Regency and Urstadt Biddle in a manner that permits Regency to achieve the cost savings anticipated to result from the mergers, which would result in some anticipated benefits of the mergers not being realized in the time frame currently anticipated, or at all;

the failure to integrate operations and internal systems, programs and controls;

the inability to successfully realize the anticipated value from some of Urstadt Biddle’s assets;

lost sales, loss of tenants and other commercial relationships;

the complexities associated with managing the combined company;

the complexities of combining two companies with different histories, cultures, markets, strategies and customer bases;

the failure to retain key employees of either of the two companies that may be difficult to replace;

the disruption of each company’s ongoing businesses or inconsistencies in services, standards, controls, procedures and policies;

potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the mergers; and

performance shortfalls as a result of the diversion of management’s attention caused by completing the mergers and integrating Regency’s and Urstadt Biddle’s operations.

As a result, the anticipated benefits of the mergers may not be realized fully within the expected time frame or at all or may take longer to realize or cost more than expected, which could adversely affect Regency’s business, financial condition, results of operations and growth prospects.

Should

These Local Tenants may be more vulnerable to negative

California has adopted a number of climate disclosure laws which will increase our compliance costs and require us to make additional climate disclosures.

Other states are considering legislation similar to California’s new laws.

In addition, failure to comply with new government climate and other ESG disclosure obligations could subject us to significant fines and penalties.

As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure or otherwise assume some of this risk.

If we are required to deleverage our business

Risk Factors Related to Information Management and Technology

disrupted if unable to quickly recover.

The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.

The U.S. Federal Reserve may continue to raise the federal funds rate, which will likely lead to higher interest rates in the credit markets.

We may reduce the insurance we procure as a result of the foregoing or other factors.

Additionally, a successful ransomware attack, denial of service, or other impactful type of cyber-attack may occur.

Additionally, federal, state and local authorities continue to develop laws to address data privacy protection.

Monitoring such changes, and taking steps to comply, involves significant costs and effort by management, which may adversely affect our operating results and cash flows.

the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to re-lease space as leases expire;

During the year ended December 31, [removed: 2022,] [added: 2023,] we had Net income attributable to common [removed: stockholders of $482.9 million, which includes gains on sale of real estate] [added: shareholders] of [removed: $109.0 million,] [added: $359.5 million] as compared to [removed: $361.4] [added: $482.9] million during the year ended December 31, [removed: 2021.][added: 2022, which included gains on sale of real estate of $109.0 million.]

During the year ended December 31, [removed: 2022:][added: 2023:]

Our Pro-rata same property NOI, excluding termination fees, grew [removed: 2.9%,] [added: 1.7%,] primarily attributable to [removed: continued improvement in collections of lease income from cash basis tenants, combined with] improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on new and renewal leases.

We executed [removed: 1,981] [added: 1,839] new and renewal leasing transactions representing [removed: 7.3] [added: 6.9] million Pro-rata SF with positive [removed: trailing 12 month] rent spreads of [removed: 7.4%] [added: 10.0%] during [removed: 2022,] [added: 2023,] compared to [removed: 1,979] [added: 1,981] leasing transactions representing [removed: 7.0] [added: 7.3] million Pro-rata SF with positive [removed: trailing 12 month] rent spreads of [removed: 5.5%] [added: 7.4%] in [removed: 2021.][added: 2022.]

At December 31, [removed: 2022,] [added: 2023,] our total property portfolio was [removed: 94.8%] [added: 95.1%] leased while our same property portfolio was [removed: 95.1%] [added: 95.7%] leased, compared to [removed: 94.1%] [added: 94.8%] and [removed: 94.3%,] [added: 95.1%,] respectively, at December 31, [removed: 2021.][added: 2022.]

Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled [removed: $300.9] [added: $468.1] million compared to [removed: $307.3] [added: $300.9] million at December 31, [removed: 2021.][added: 2022.]

Development and redevelopment projects completed during [removed: 2022] [added: 2023] represented [removed: $122.0] [added: $87.4] million of estimated net project costs, with an average stabilized yield of [removed: 7%.][added: 8.7%.]

At December 31, [removed: 2022,] [added: 2023,] our Pro-rata net debt-to-operating EBITDA*re* ratio on a trailing 12 month basis was [removed: 5.0x] [added: 5.4x] compared to [removed: 5.1x] [added: 5.0x] at December 31, [removed: 2021.][added: 2022.]

We believe our high-quality, [removed: grocery anchored] [added: neighborhood and community] shopping centers located in suburban trade areas with compelling demographics create attractive spaces for retail and service providers to operate their businesses.

| | | December 31, [removed: 2022] [added: 2023] | | | | December 31, [removed: 2021] [added: 2022] | | |

| Percent Leased – All properties | | | [removed: 94.8] [added: 95.1] | % | | | [removed: 94.1] [added: 94.8] | % |

| Anchor Space (spaces ≥ 10,000 SF) | | | [removed: 96.8] [added: 96.7] | % | | | [removed: 97.0] [added: 96.8] | % |

| Shop Space (spaces < 10,000 SF) | | | [removed: 91.5] [added: 92.4] | % | | | [removed: 89.2] [added: 91.5] | % |

Our percent leased increased primarily due to favorable leasing activity in our Shop Space category during [removed: 2022.][added: 2023.]

The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our [removed: co-investment] [added: real estate] partnerships (totals as a weighted-average PSF):

| | | Year Ended December 31, [removed: 2021] [added: 2023] | | | | | | | | | | | | | | | | | | |

The weighted-average base rent PSF on signed Shop Space leases during [removed: 2022] [added: 2023] was [removed: $36.44] [added: $37.82] 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 [removed: $34.76] [added: $34.73] PSF.

New and renewal rent spreads, as compared to prior rents on these same spaces leased, were positive at [removed: 7.4%] [added: 10.0%] for the 12 months ended December 31, [removed: 2022,] [added: 2023,] as compared to [removed: 5.5%] [added: 7.4%] for the 12 months ended December 31, [removed: 2021.][added: 2022.]

| Albertsons Companies, Inc. | | | [removed: 46] [added: 53] | | | | [removed: 4.7] [added: 4.8] | % | | | 3.0 | % |

| Amazon/Whole Foods | | | [removed: 36] [added: 38] | | | | [removed: 2.9] [added: 2.7] | % | | | 2.6 | % |

| TJX Companies, Inc. | | | [removed: 63] [added: 70] | | | | 3.6 | % | | | 2.6 | % |

We seek to mitigate these potential impacts through maintaining a high quality portfolio, [added: diversifying our] tenant [removed: diversification,] [added: mix,] replacing [removed: weaker] [added: less successful] tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and [removed: maintaining our presence] [added: investing] in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income.

Although base rent is derived from long-term lease contracts, tenants that file [added: for] bankruptcy generally have the legal right to reject any or all of their leases and close related stores.

In the event that a tenant with a significant number of leases in our shopping centers files [added: for] bankruptcy and [removed: cancels] [added: rejects] its leases, we could experience a significant reduction in our revenues.

Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.5% of our [added: Pro-rata] annual base rent [removed: on a Pro-rata basis.][added: which is primarily related to Rite Aid who filed in October 2023.]

*Comparison of the years ended December 31, 2022 [removed: and* *2021:*][added: and 2021:*]

| (in thousands) | | [removed: 2022] [added: 2023] | | | | [removed: 2021] [added: 2022] | | | | Change | | |

| Base rent | | $ | [removed: 821,755] [added: 897,451] | | | | [removed: 765,941] [added: 821,755] | | | | [removed: 55,814] [added: 75,696] | |

| Recoveries from tenants | | | [removed: 280,658] [added: 311,775] | | | | [removed: 258,596] [added: 280,658] | | | | [removed: 22,062] [added: 31,117] | |

| Percentage rent | | | [removed: 9,635] [added: 12,963] | | | | [removed: 6,601] [added: 9,635] | | | | [removed: 3,034] [added: 3,328] | |

| Uncollectible lease income | | | [removed: 13,841] [added: (549] | [added: )] | | | [removed: 23,481] [added: 13,841] | | | | [removed: (9,640] [added: (14,390] | ) |

| Other lease income | | | [removed: 14,748] [added: 20,685] | | | | [removed: 16,021] [added: 14,748] | | | | [removed: (1,273] [added: 5,937] | [removed: )] |

| Straight-line rent | | | [removed: 24,272] [added: 10,788] | | | | [removed: 18,189] [added: 24,272] | | | | [removed: 6,083] [added: (13,484] | [added: )] |

| [removed: Above / below] [added: Above/below] market rent [removed: amortization | | | 22,543 |] [added: amortization, net] | | | [removed: 24,539] [added: (29,869] | [added: )] | | | [removed: (1,996] [added: (21,434] | ) |

| Total lease income | | $ | [removed: 1,187,452] [added: 1,283,939] | | | | [removed: 1,113,368] [added: 1,187,452] | | | | [removed: 74,084] [added: 96,487] | |

| Other property income | | | [removed: 10,719] [added: 11,573] | | | | [removed: 12,456] [added: 10,719] | | | | [removed: (1,737] [added: 854] | [removed: )] |

| Management, transaction, and other fees | | | [removed: 25,851 | | | | 40,337] [added: 26,954] | | | | [removed: (14,486] [added: 25,851] | [removed: )] |

| Total revenues | | $ | [removed: 1,224,022] [added: 1,322,466] | | | | [removed: 1,166,161] [added: 1,224,022] | | | | [removed: 57,861] [added: 98,444] | |

[removed: Lease] [added: Total lease] income increased [removed: $74.1 million,] [added: $96.5 million primarily] driven by the following contractually billable components of rent to the tenants per the lease agreements:

[removed: $55.8] [added: $75.7] million increase from billable Base [removed: rent, as follows:][added: rent:]

We completed the acquisition of UBP in an all-stock transaction.

As part of the transaction, we acquired over 70 properties, growing our portfolio of high-quality, neighborhood and community shopping centers in premier suburban trade areas that benefit from compelling demographics.

On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured debt due in 2034, with a coupon of 5.250% .

The Company intends to use the net proceeds of the offering to reduce the outstanding balance on its line of credit and for general corporate purposes, including, but not limited to, the future repayment of outstanding debt.

Prior to using any of the net proceeds, we may invest the net proceeds in certificates of deposit, interest-bearing short-term investment grade securities or money-market accounts.

We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds available from the January 2024 offering noted above.

At December 31, 2023, we had $1.1 billion available on the Line.

In January 2024, we amended the Line agreement, to, among other items, increase the borrowing capacity to $1.5 billion and to extend the maturity date to March 23, 2028 with the option to extend the maturity for two additional six-month periods.

UBP Acquisition

On August 18, 2023, we completed the acquisition of UBP, which was structured as multiple mergers.

Under the terms of the merger agreement, each share of Urstadt Biddle common stock and Urstadt Biddle Class A common stock was converted into 0.347 of a share of common stock of the Parent Company.

Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of Parent Company Series A preferred stock and Parent Company Series B preferred stock, respectively.

The following table provides the components that make up the total purchase price for the UBP acquisition:

| (in thousands, except stock price) | | Purchase Price | | |

| Shares of common stock issued for acquisition | | | 13,568 | |

| Closing stock price on August 17, 2023 | | $ | 61.03 | |

| Value of common stock issued for acquisition | | $ | 828,025 | |

| Other adjustments | | | (9,495 | ) |

| Total value of common stock issued | | $ | 818,530 | |

| Debt repaid | | | 39,266 | |

| Preferred stock converted | | | 225,000 | |

| Transaction costs | | | 57,197 | |

| Other cash payments | | | 68 | |

| Total purchase price | | $ | 1,140,061 | |

As part of the acquisition, Regency acquired 74 properties (all categorized as Non-Same Property for 2023 and 2024 reporting purposes) representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships.

The consolidated results of operations of UBP are included in the consolidated financial statements from the closing date, August 18, 2023 through December 31, 2023.

| New | | | 41 | | | | 859 | | | $ | 20.37 | | | $ | 45.96 | | | $ | 5.38 | |

| Renewal | | | 110 | | | | 2,916 | | | | 18.06 | | | | 0.39 | | | | 0.10 | |

| Total Anchor Space Leases | | | 151 | | | | 3,775 | | | $ | 18.58 | | | $ | 10.77 | | | $ | 1.30 | |

| New | | | 583 | | | | 1,179 | | | $ | 38.25 | | | $ | 41.71 | | | $ | 13.28 | |

| Renewal | | | 1,105 | | | | 1,952 | | | | 37.55 | | | | 1.73 | | | | 0.73 | |

| Total Shop Space Leases | | | 1,688 | | | | 3,131 | | | $ | 37.82 | | | $ | 16.79 | | | $ | 5.45 | |

| Total Leases | | | 1,839 | | | | 6,906 | | | $ | 27.30 | | | $ | 13.50 | | | $ | 3.19 | |

| | | December 31, 2023 | | | | | | | | | | |

| Publix | | | 68 | | | | 6.4 | % | | | 3.0 | % |

| Kroger Co. | | | 52 | | | | 6.4 | % | | | 2.7 | % |

Results from operations for the year ended December 31, 2023, include the results of our acquisition of UBP from August 18, 2023.

$36.5 million increase from acquisition of UBP;

$32.1 million net increase from same properties, including:

$10.8 million increase due to redevelopment projects completing and operating.

During April 2022, we settled and issued 984,618 common shares under forward sale agreements at a weighted-average price of $65.78, before any underwriting discount and offering expenses.

Net proceeds received at settlement were approximately $61.3 million and were used to fund acquisitions.

During June 2022, we executed multiple trades to purchase 1,294,201 common shares under the Authorized Repurchase Program for a total of $75.4 million at a weighted average price of $58.25 per share.

All repurchased shares were retired on the respective settlement dates.

We have no unsecured debt maturities until 2024 and just over $110 million of secured mortgage maturities in 2023, including mortgages within our real estate partnerships.

| New | | | 25 | | | | 667 | | | $ | 20.10 | | | $ | 44.50 | | | $ | 6.18 | |

| Renewal | | | 124 | | | | 2,941 | | | | 15.34 | | | | 0.56 | | | | 0.21 | |

| Total Anchor Space Leases | | | 149 | | | | 3,608 | | | $ | 16.22 | | | $ | 8.68 | | | $ | 1.31 | |

| New | | | 573 | | | | 1,022 | | | $ | 34.38 | | | $ | 28.77 | | | $ | 10.87 | |

| Renewal | | | 1,257 | | | | 2,324 | | | | 34.31 | | | | 1.62 | | | | 0.79 | |

| Total Shop Space Leases | | | 1,830 | | | | 3,346 | | | $ | 34.33 | | | $ | 9.92 | | | $ | 3.87 | |

| Total Leases | | | 1,979 | | | | 6,954 | | | $ | 24.93 | | | $ | 9.28 | | | $ | 2.54 | |

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which increase their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, increasing energy prices and interest rates.

Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States.

These economic conditions could adversely impact our volume of leasing activity, leasing spreads, and financial results generally, as well as adversely affect the business and financial results of our tenants.

The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers.

This, in turn, could result in downward pressure on rents that we are able to charge to new or renewing tenants, such that future spreads could be adversely impacted.

Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of both may become more limited.

| | | December 31, 2022 | | | | | | | | | | |

| Publix | | | 67 | | | | 7.0 | % | | | 3.2 | % |

| Kroger Co. | | | 53 | | | | 7.3 | % | | | 3.1 | % |

The United States is currently experiencing high levels of inflation.

Inflation, as well as other ongoing changes in economic conditions such as labor shortages, employee retention costs, increased material and shipping costs, higher interest rates, and supply chain constraints have spurred a rise in wages and increased operating costs and challenges for our tenants and us.

Substantially all of our long-term leases contain provisions designed to mitigate the adverse impact of inflation on our operations by requiring tenants to pay their Pro-rata share of operating expenses, including common-area maintenance, real estate taxes, insurance, and utilities at our centers.

Over half of our leases are for terms of less than ten years, primarily for Shop Space, which permits us to seek increased rents upon re-rental at market rates.

However, our success in passing through increases in our operating expenses to our tenants is dependent on the tenants' ability to absorb and pay these increases.

Additionally, increases in operating expenses passed through to our tenants, without a corresponding increase in our tenants' profitability, may limit our ability to grow base rent as tenants look to manage their total occupancy costs.

$42.3 million net increase from same properties, including a $13.8 million increase related to our acquisition and resulting consolidation of the 11 properties previously held in unconsolidated partnerships during 2021 and a portion of 2022, and a $28.5 million net increase in the remaining same properties due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases, as well as redevelopment projects completing and operating; partially offset by

$7.3 million decrease from the sale of operating properties.

$2.2 million decrease from the sale of operating properties.

$9.6 million decrease from changes in Uncollectible lease income.

During 2022, Uncollectible lease income was a net positive $13.8 million driven by $18.7 million in collections of prior year reserves on cash basis tenants partially offset by $4.9 million in reserve recognition on current year billings.

During 2021, Uncollectible lease income was a net positive $23.5 million driven by $42.0 million in collections of prior year reserves on cash basis tenants partially offset by $18.5 million in reserve recognition on current year billings.

$1.3 million decrease in Other lease income primarily due to a decrease in lease termination fees.

$6.1 million increase in Straight-line rent.

During 2022, Straight-line rent was $24.3 million, driven by $11.8 million of new straight-line rents and $14.8 million of reinstated straight-line rents from returning tenants to accrual basis of accounting, partially offset by $2.3 million of uncollectible straight-line rents on cash basis tenants.

During 2021, Straight-line rent was $18.2 million, driven by $13.0 million of new straight-line rents and $11.4 million of reinstated straight-line rents from returning tenants to accrual basis of accounting, partially offset by $6.2 million of uncollectible straight-line rents on cash basis tenants.

$2.0 million decrease in Above and below market rent primarily from same properties driven by the timing of lease activity on acquired in-place tenant leases.

Other property income decreased $1.7 million primarily due to a decrease in settlements, which were higher in 2021.

Management, transaction, and other fees decreased $14.5 million primarily due to $13.6 million of promote income recognized during 2021 for our performance as managing member of the USAA partnership, as well as a decrease in asset and property management fees resulting from a smaller portfolio of properties within our co-investment partnerships following the sale of several properties to third parties or the purchase and consolidation by Regency.

[removed: We have a Line commitment,] [added: Under the Line,] as further described in note 9 to the Consolidated Financial Statements, [removed: which has] [added: we have] a variable interest rate [removed: that] [added: that,] as of December 31, [removed: 2022,] [added: 2023,] was based upon an annual rate of [removed: LIBOR] [added: SOFR] plus [added: a 0.10% market adjustment ("Adjusted SOFR") plus] 0.865%.

If our credit ratings [removed: are] [added: were] downgraded, the [added: applicable] margin on the Line would increase, resulting in higher interest costs.

[removed: The] [added: As of December 31, 2023 the] interest rate plus applicable margin based on our credit rating [removed: ranges] [added: ranged] from [added: Adjusted] SOFR plus 0.690% to [added: Adjusted] SOFR plus 1.540%.

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or [added: to] fund our commitments.

The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, [removed: 2022.][added: 2023.]

Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, [removed: 2022,] [added: 2023,] and are subject to change on a monthly basis.

In addition, [removed: the Company] [added: we] continually [removed: assesses] [added: assess] the market risk for [removed: its] floating rate debt and [removed: believes] [added: believe] that a 1% increase in interest rates would decrease future earnings and cash flows by approximately [removed: $42,500] [added: $1,557,500] per year based on [removed: $4.3] [added: $155.8] million of floating rate mortgage debt [added: and floating rate line of credit balances] outstanding at December 31, [removed: 2022.][added: 2023.]

If [removed: the Company increases its] [added: we increase our] line of credit balance in the future, additional decreases to future earnings and cash flows could occur.

Further, the table below incorporates only those exposures that exist as of December 31, [removed: 2022,] [added: 2023,] and does not consider exposures or positions that could arise after that date or obligations repaid before maturity.

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 December 31, [removed: 2022.][added: 2023.]

| (dollars in thousands) | | [removed: 2023 | | | |] 2024 | | | | 2025 | | | | 2026 | | | | 2027 | | | | [added: 2028 | | | |] Thereafter | | | | Total | | | | Fair Value | | |

| Average interest rate for all fixed rate debt (2) | | | [removed: 3.82] [added: 3.86] | % | | | [removed: 3.82] [added: 3.88] | % | | | [removed: 3.83] [added: 3.88] | % | | | [removed: 3.84] [added: 3.87] | % | | | [removed: 3.84] [added: 3.94] | % | | | [removed: 3.89] [added: 3.86] | % | | | | | | | | |

| Variable rate SOFR debt (1) | | $ | — | | | | [removed: —] [added: 155,750] | | | | [removed: 4,250] [added: —] | | | | — | | | | — | | | | — | | | | [removed: 4,250] [added: 155,750] | | | | [removed: 4,243] [added: 155,734] | |

| Average interest rate for all variable rate debt (2) | | | [removed: 3.07] [added: 5.89] | % | | | [removed: 3.07] [added: 5.89] | % | | | [removed: 3.07] [added: —] | % | | | — | % | | | — | % | | | — | % | | | | | | | | |

Reflects amount of debt maturities during each of the years presented as of December 31, [removed: 2022.][added: 2023.]

For variable rate debt, the rate as of December 31, [removed: 2022,] [added: 2023,] was used to determine the average interest rate for all future periods.

| [removed: [Reports] [added: Reports] of Independent Registered Public Accounting [removed: Firm](#opinions)] [added: Firm] | [removed: 68] |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#rcc_balance_sheet)] [added: 2022](#rcc_balance_sheet)] | [removed: 74] [added: 66] |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#rcc_smts_of_operations)] [added: 2021](#rcc_smts_of_operations)] | [removed: 75] [added: 67] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#rcc_stms_of_comprehensive_inc)] [added: 2021](#rcc_stms_of_comprehensive_inc)] | [removed: 76] [added: 68] |

| [Consolidated Statements of Equity for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#rcc_smts_of_equity)] [added: 2021](#rcc_smts_of_equity)] | [removed: 77] [added: 69] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#rcc_cash_flows)] [added: 2021](#rcc_cash_flows)] | [removed: 80] [added: 71] |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#rclp_balance_sheet)] [added: 2022](#rclp_balance_sheet)] | [removed: 82] [added: 73] |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#rclp_smts_of_operations)] [added: 2021](#rclp_smts_of_operations)] | [removed: 83] [added: 74] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#rclp_stms_of_comprehensive_inc)] [added: 2021](#rclp_stms_of_comprehensive_inc)] | [removed: 84] [added: 75] |

| [Consolidated Statements of Capital for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#rclp_smts_of_capital)] [added: 2021](#rclp_smts_of_capital)] | [removed: 85] [added: 76] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020](#rclp_cash_flows)] [added: 2021](#rclp_cash_flows)] | [removed: 87] [added: 78] |

| [Notes to Consolidated Financial Statements](#notes) | [removed: 89] [added: 80] |

| [Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, [removed: 2022](#schedule_iii)] [added: 2023](#schedule_iii)] | [removed: 122] [added: 115] |

To the [removed: Stockholders] [added: Shareholders] and the Board of Directors of

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 17, 2023] [added: 16, 2024] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that: (1) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of [removed: a] critical audit [removed: matter] [added: matters] does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was [removed: $9.4] [added: $10.8] billion as of December 31, [removed: 2022.][added: 2023.]

We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February [removed: 17, 2023] [added: 16, 2024] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, [removed: 2022,] [added: 2023,] and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).

SOFR rates charged on our Line change monthly, and the applicable margin on the Line was dependent upon maintaining specific credit ratings.

Effective January 18, 2024, upon the Sixth Amendment to the Line, the applicable margin on the Line is dependent upon maintaining certain compliance ratios and credit ratings stipulated in the credit agreement, and the interest rate plus applicable margin based on our credit rating ranges from Adjusted SOFR plus 0.640% to Adjusted SOFR plus 1.390%.

| Fixed rate debt (1) | | $ | 395,978 | | | | 309,882 | | | | 359,273 | | | | 756,170 | | | | 343,580 | | | | 1,864,200 | | | | 4,029,083 | | | | 3,759,418 | |

*Acquisition of Urstadt Biddle Properties, Inc.*

As discussed in Note 1 and 2 to the consolidated financial statements, the Company acquired Urstadt Biddle Properties, Inc. (UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition.

In asset acquisitions, the Company measures the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis.

The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties.

The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.

We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value measurement of certain land acquired, in the UBP acquisition as a critical audit matter.

Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of certain land acquired.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value measurement process for the real estate properties acquired.

This included controls over the capitalization rates used to measure the fair value of certain real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired.

For certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in:

comparing the Company’s capitalization rate assumptions used in the measurement of the fair value of real estate properties acquired to available comparable market information and industry research publications.

evaluating the identified comparable land sales used in the measurement of the fair value of land acquired by comparing to available market information related to land sales.

February 16, 2024

To the Shareholders and the Board of Directors of

February 16, 2024

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $10.8 billion as of December 31, 2023.

The following are the primary procedures we performed to address this critical audit matter.

*Acquisition of Urstadt Biddle Properties, Inc.*

As discussed in Note 1 and 2 to the consolidated financial statements, the Partnership acquired Urstadt Biddle Properties, Inc. (UBP) for $1.1 billion on August 18, 2023, and the acquisition was accounted for as an asset acquisition.

In asset acquisitions, the Partnership measures the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis.

The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties.

The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales.

We identified the evaluation of the fair value measurement of certain real estate properties acquired, including the fair value measurement of certain land acquired, in the UBP acquisition as a critical audit matter.

Specifically, subjective auditor judgment and specialized skills and knowledge were required to evaluate the capitalization rates used to measure the fair value of certain real estate properties acquired and to assess the comparable land sales used to measure the fair value of certain land acquired.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Partnership's fair value measurement process for the real estate properties acquired.

This included controls over the capitalization rates used to measure the fair value of certain real estate properties acquired and the comparable land sales used to measure the fair value of certain land acquired.

For certain real estate properties and land acquired we involved valuation professionals with specialized skills and knowledge, who assisted in:

comparing the Partnership's capitalization rate assumptions used in the measurement of the fair value of real estate properties acquired to available comparable market information and industry research publications.

evaluating the identified comparable land sales used in the measurement of the fair value of land acquired by comparing to available market information related to land sales.

February 16, 2024

February 16, 2024

| | | 2023 | | | | 2022 | | |

| Investments in sales-type lease, net | | | 8,705 | | | | — | |

| Unsecured credit facility (note 9) | | | 152,000 | | | | — | |

On January 12, 2023, the Line was amended to convert the reference rate from LIBOR to the secured overnight financing rate ("SOFR") plus a 10 basis point market adjustment, with no changes in the applicable margin, which is dependent upon maintaining specific credit ratings.

The current applicable margin is 0.865%.

| Fixed rate debt (1) | | $ | 69,078 | | | | 345,607 | | | | 293,732 | | | | 316,287 | | | | 666,703 | | | | 2,053,192 | | | | 3,744,599 | | | | 3,329,135 | |

(1)

(2)

Regency Centers Corporation and Regency Centers, L.P.

February 17, 2023

| Commitments and contingencies (note 16) | | | — | | | | — | |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Goodwill impairment | | | — | | | | — | | | | 132,128 | |

(in thousands)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2019 | | $ | 1,676 | | | | (23,199 | ) | | | 7,654,930 | | | | (11,997 | ) | | | (1,408,062 | ) | | | 6,213,348 | | | | 36,100 | | | | 40,513 | | | | 76,613 | | | | 6,289,961 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | 44,889 | | | | 44,889 | | | | 203 | | | | 2,225 | | | | 2,428 | | | | 47,317 | |

| Common stock/unit ($2.380 per share) | | | — | | | | — | | | | — | | | | — | | | | (402,633 | ) | | | (402,633 | ) | | | (1,822 | ) | | | — | | | | (1,822 | ) | | | (404,455 | ) |

| Proceeds from property insurance casualty claims | | | — | | | | — | | | | 7,957 | |

| Repayment of fixed rate unsecured notes | | | — | | | | — | | | | (300,000 | ) |

| Proceeds from issuance of fixed rate unsecured notes, net | | | — | | | | — | | | | 598,830 | |

| Early redemption costs | | | — | | | | — | | | | (21,755 | ) |

| Mortgage loan assumed by purchaser with the sale of real estate | | $ | — | | | | — | | | | 8,250 | |

| Balance at December 31, 2019 | | $ | 6,225,345 | | | | 36,100 | | | | (11,997 | ) | | | 6,249,448 | | | | 40,513 | | | | 6,289,961 | |

| Net income | | | 44,889 | | | | 203 | | | | — | | | | 45,092 | | | | 2,225 | | | | 47,317 | |

| Other comprehensive loss before reclassifications | | | — | | | | (79 | ) | | | (17,589 | ) | | | (17,668 | ) | | | (1,199 | ) | | | (18,867 | ) |

| Amounts reclassified from accumulated other comprehensive income | | | — | | | | 50 | | | | 10,961 | | | | 11,011 | | | | 251 | | | | 11,262 | |

| Contributions from partners | | | — | | | | — | | | | — | | | | — | | | | 606 | | | | 606 | |

| Distributions to partners | | | (402,633 | ) | | | (1,822 | ) | | | — | | | | (404,455 | ) | | | (4,888 | ) | | | (409,343 | ) |

| Balance at December 31, 2021 | | $ | 6,047,598 | | | | 35,447 | | | | (10,227 | ) | | | 6,072,818 | | | | 37,114 | | | | 6,109,932 | |

| Proceeds from treasury units issued as a result of treasury stock sold by Parent Company | | | 64 | | | | 96 | | | | 269 | |

partnership units outstanding and concluded that it has the right to satisfy the redemption requirements of the units by delivering unregistered common stock.

Regency has a variable interest in these partnerships through its equity interests.

Those partnerships in which Regency has a controlling financial interest are consolidated.

Additionally, those partnerships for which the Partners only have protective rights are considered VIEs under ASC Topic 810, *Consolidation*.

Regency is the primary beneficiary of these VIEs as Regency has power over these partnerships, and they operate primarily for the benefit of Regency.

As such, Regency consolidates these entities.

The limited partners' ownership interest and share of net income is recorded as noncontrolling interest.

Limited partners' interests in consolidated partnerships are not redeemable by the holders.

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

Regency Centers, L.P. is [removed: the entity] [added: a subsidiary] through which Regency Centers Corporation conducts substantially all of its [removed: operations] [added: operations,] and [removed: owns] [added: which owns, directly or indirectly,] substantially all of its assets.

Our business consists of acquiring, developing, owning, and operating income-producing retail real estate principally located in [removed: top markets] [added: suburban trade areas with compelling demographics] within the United [removed: States.][added: States of America ("USA" or "United States").]

As of December 31, [removed: 2022,] [added: 2023,] we had full or partial ownership interests in [removed: 404] [added: 482] properties, primarily anchored by market leading grocery stores, encompassing [removed: 51.1] [added: 56.8] million square feet ("SF") of gross leasable area ("GLA").

Our Pro-rata share of this GLA is [removed: 43.3] [added: 48.6] million square feet, including our share of properties owned through unconsolidated [removed: investment] [added: real estate] partnerships.

We are a preeminent national owner, operator, and developer of [added: neighborhood and community] shopping centers [added: predominantly] located in suburban trade areas with compelling [removed: demographics.][added: demographics that have strategic attributes supporting growth through economic cycles.]

We are our people: Our people are our greatest asset, and we believe [added: that] a talented team from [removed: differing] [added: diverse] backgrounds and experiences makes us better.

Own and manage a portfolio of high-quality neighborhood and community shopping centers [removed: primarily] anchored [added: primarily] by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United [removed: States of America ("USA" or "United States").][added: States.]

Maintain an industry [removed: leading and] [added: leading,] disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns;

Implement leading environmental, social, and governance ("ESG") practices through our Corporate Responsibility [removed: Program;][added: program to support and enhance our business goals and objectives; and]

Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of innovation and continuous [removed: improvement; and][added: improvement.]

Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center [removed: peers.][added: peers;]

Maintain a conservative balance sheet that provides liquidity, financial flexibility and [removed: cost effective] [added: cost-effective] funding of investment opportunities, while also managing debt maturities that enable us to weather economic downturns;

There are numerous companies and individuals engaged in [removed: the ownership, development, acquisition, and operation] [added: our line] of [removed: shopping centers] [added: business] that compete with us in our targeted markets, including grocery store chains that own shopping centers and also anchor some of our shopping centers.

This [added: dynamic] results in competition for attracting tenants as well as acquiring existing shopping centers and new development sites.

the market areas in which we operate, and the locations of our shopping centers within those [removed: market] [added: trade] areas;

the [removed: design] [added: quality] of our shopping centers including our strategy of maintaining and renovating these centers to our high [removed: standards of quality;][added: standards;]

[removed: Corporate] [added: For this reason, corporate] responsibility, including our focus on ESG [removed: practices,] [added: practices that support and enhance our business,] is a foundational strategy of Regency.

We believe that alignment of strategy and [removed: sustainable outcomes] [added: business sustainability] is critical to the long-term success of our Company, our shareholders, [added: the environment,] and the [removed: environment.][added: communities in which we operate.]

[removed: Our ESG] [added: To achieve this alignment, our corporate responsibility (which term we use interchangeably with “ESG”)] practices are built on four pillars:

These practices are guided by three overarching concepts: long-term value creation, our Regency brand and reputation, and the importance of maintaining our [removed: culture.][added: culture, which has been a crucial driver of our long-term success.]

Our continued commitment to these concepts [removed: guides] [added: helps to guide] our business [removed: strategy] [added: strategy,] and [removed: helps us] identify and [removed: address] [added: focus on] key corporate responsibility-related [removed: matters.][added: drivers that we expect to contribute to our future success.]

We regularly review our corporate responsibility [removed: (which term we use interchangeably with "ESG")] strategies, goals, and objectives [added: under these four pillars] with our Board of Directors [added: (or the "Board")] and its committees, which oversee our programs.

More information about our corporate responsibility strategy, goals, performance, and reporting, including our annual Corporate Responsibility [removed: report, our Task Force on Climate-related Financial Disclosures ("TCFD") report,] [added: Report,] and our policies and practices related to corporate responsibility, is available on our website at www.regencycenters.com.

Regency recognizes and values the importance [added: to the Company's success] of attracting and retaining talented individuals with different skills, backgrounds, and experiences to encourage diversity of [removed: thoughts] [added: thought] and ideas.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: 445] [added: 497] employees, including 5 part-time employees.

We presently maintain [removed: 22] [added: 24] market offices nationwide, including our corporate headquarters in Jacksonville, Florida.

In [removed: 2022,] [added: 2023,] we continued implementing our [removed: comprehensive, multi-year] [added: comprehensive] diversity, equity, and inclusion ("DEI") strategy focused on promoting and advancing diversity across our [removed: organization, enabling our employees to grow and succeed, and supporting social justice initiatives in our operations and broader communities.][added: organization.]

[removed: Our commitment is unwavering, and we] [added: We] remain focused on building a workforce that represents the many [removed: customers] [added: tenants and visitors to our centers] we serve and the communities in which we operate.

*Talent Attraction and Retention* – Our core values place a strong importance on our people, which we believe [removed: makes] [added: make] us an employer of choice.

We understand the importance of attracting and retaining the best talent to [added: sustain our history of success and] build long-term value.

We believe philanthropy and charitable giving are important elements of our corporate responsibility [removed: commitment.][added: commitment to the communities in which we operate.]

Throughout [removed: 2022,] [added: 2023,] Regency supported its employees to serve and invest in community organizations through volunteer and financial support.

To [removed: achieve] [added: continue to strive for] the [removed: right] [added: best achievable] mix of skills, experience, backgrounds, tenures, and competencies, including [removed: diversity in terms of] gender, [removed: ethnic background,] [added: ethnicity,] age, and other attributes, Regency’s [removed: board] [added: Board] of [removed: directors] [added: Directors] annually reviews its overall [removed: board composition.][added: composition and succession planning process.]

Campbell to [removed: our board] [added: serve as one] of [removed: directors,] [added: the Regency's directors] effective January 15, 2023.

[removed: Mrs.] [added: Ms.] Campbell’s [removed: appointment aligns] [added: skill set, background, experience and competencies align] with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.

We have [removed: seven] [added: identified eight] strategic priorities [removed: for identifying and implementing] [added: to foster] sustainable business practices and [removed: minimizing] [added: minimize both] our environmental [removed: impact:] [added: impact and the long-term risks to Regency’s business:] green building, energy efficiency, [added: electric vehicle charging stations,] renewable energy, greenhouse gas emissions [removed: ("GHG")] [added: (“GHG”)] reduction, water conservation, waste management, and climate change [removed: analysis.][added: as it applies to our real estate portfolio.]

We believe these strategic priorities are not only the right thing to do to address environmental concerns such as [removed: air pollution,] climate change, [removed: and] resource scarcity [added: and pollution (including GHG emissions reduction),] but also support [removed: us in achieving] [added: our achievement of] key strategic [added: financial and business] objectives [removed: in] [added: relating to] our operations and development [added: and redevelopment] projects.

[removed: We have committed] [added: Aligned with the Science Based Targets initiative (SBTi), our target aims] to [removed: reducing] [added: reduce] our absolute Scope 1 and 2 GHG emissions by 28% by [removed: 2030 from] [added: 2030, measured against] a 2019 [removed: base] [added: baseline] year, [removed: endorsed by the SBTi,] and to achieve net-zero Scope 1 and 2 GHG emissions across all operations by 2050.

Based on our current estimates and asset base, we do not expect [added: the pursuit of] these [removed: commitments] [added: targets] to materially impact our operating results and financial condition.

We continue to refine our understanding of our exposure to climate-related impacts by conducting ongoing property-level [removed: analysis.][added: analysis as well as the risks that climate change may pose to our business.]

Our business experienced material growth in 2023 due to our acquisition of UBP which is further discussed in "Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

our experienced leadership team and cycle-tested expertise; and

To execute our mission, which is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities, we strive to achieve best-in-class corporate responsibility.

The goals of this strategy are to attract, recruit, and retain a diverse group of employees to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term success of the organization.

Our shopping centers are in trade areas throughout the U.S. and our tenants and visitors to our centers represent a cross section of those communities.

As an outcome of this process, on September 26, 2022, the Company's Board of Directors elected Kristin A.

Throughout 2023, we continued to make progress towards our target to reduce GHG emissions and collaborate closely with our tenants to minimize their operational environmental impact.

In addition, the Company has established targets to enhance energy efficiency, manage water and waste responsibly and invest in renewable energy sources and electric vehicle charging stations.

These targets reflect our proactive stance in addressing environmental challenges and contributing to a more sustainable future.

Regency’s progress towards these targets, together with our strategy and efforts influenced by climate change, are further described in our 2022 Corporate Responsibility Report.

As of the date of this Report, our executive officers are:

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| Alan T. Roth | | 48 | | East Region President & Chief Operating Officer | 2023 (4) |

| Nicholas A. Wibbenmeyer | | 43 | | West Region President & Chief Investment Officer | 2023(5) |

Mr. Alan T.

Roth was named East Region President & Chief Operating Officer, effective January 1, 2024.

(5)

Mr. Nicholas A.

Wibbenmeyer was named West Region President & Chief Investment Officer, effective January 1, 2024.

related amendments, excluding exhibits, free of charge upon request.

expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.

our management experience and expertise; and

While executing our mission, we strive to achieve best-in-class corporate responsibility.

Additionally, we continued to develop our employees and look for new opportunities to ensure we attract and retain our most important assets: our people.

We value diversity at all levels and focus on extending our DEI initiatives across our workforce.

In 2022, Regency announced the appointment of Kristin A.

During 2022, we remained committed to measuring and reducing our GHG emissions.

Earlier in the year, we refined our strategy and elevated our commitment by aligning our goals with the Science Based Targets initiative ("SBTi").

Concurrently, we announced new near-and long-term goals to demonstrate our commitment to environmental sustainability as described in our 2021 Corporate Responsibility Report.

We continue our efforts to understand and address the risks that climate change may pose to our business.

Our executive officers are appointed each year by our Board of Directors.

| | | | |

| --- | --- | --- | --- |

| James D. Thompson | 67 | Executive Vice President, Chief Operating Officer | 2019 (4) |

Mr. Thompson assumed the role of Executive Vice President, Chief Operating Officer, effective August 2019.

As previously announced, Mr. Thompson retired from the Company as of December 31, 2022 and effective January 1, 2023, he was succeeded by the following members of senior management:

Mr. Alan Roth, age 47, now Executive Vice President, National Property Operations and East Region President, was formerly Senior Managing Director, East Region since 2020.

Other positions held since joining the Company in 1997 include Senior Vice President and Senior Market Officer of the Mid-Atlantic and Northeast Portfolio, and Vice President and Regional Officer.

Mr. Roth is responsible for operations strategy and processes nationally, as well as overseeing execution of the operations and investment strategies in our Northeast and Southeast regions.

Other positions held since joining the Company in 2005 include Senior Vice President and Senior Market Officer, Vice President and Market Officer, and Vice President of Investments.

Mr. Wibbenmeyer is responsible for investment and development strategy and processes nationally, as well as overseeing execution of the operations and investment strategies in our West and Central regions.

See Note 16 - Commitments and Contingencies in the Notes for discussion regarding material legal proceeds and contingencies.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| Delaware (REGENCY CENTERS, L.P.) | [removed: ] [added: ] | 59-3429602 |

| Common Stock, [removed: $.01] [added: $0.01] par value | | REG | | The Nasdaq Stock Market LLC |

Regency Centers Corporation [removed: $10.1] [added: $10.5] billion Regency Centers, L.P. N/A

The number of shares outstanding of the Regency Centers Corporation’s common stock was [removed: 171,307,927] [added: 184,578,554] as of February [removed: 16, 2023.][added: 15, 2024.]

Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming [removed: 2023] [added: 2024] Annual Meeting of [removed: Stockholders,] [added: Shareholders,] are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.

This Annual Report on Form 10-K (this "Report") combines the annual reports on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] 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 [removed: "we," "our," "us,"] "the [removed: Company",] [added: Company,"] "Regency [removed: Centers"] [added: Centers," "Regency," "we," "our,"] and [removed: "Regency"] [added: "us"] as used in this Report mean the Parent Company and the Operating Partnership, collectively.

The Operating Partnership's capital includes general and limited common [removed: Partnership Units ("Units").][added: partnership units ("Common Units").]

As of December 31, [removed: 2022,] [added: 2023,] the Parent Company owned approximately [removed: 99.6%] [added: 99.4%] of the [added: Common] Units in the Operating Partnership.

The remaining [added: Common Units, which are all] limited [removed: Units] [added: Common Units,] are owned by third party investors.

[removed: We believe] [added: The Company believes] combining the annual reports on Form 10-K of the Parent Company and the Operating Partnership into this single report provides the following benefits:

These individuals are officers of the Parent [removed: Company] [added: Company,] and [added: officers and] employees of the Operating Partnership.

The Parent Company is a REIT, whose only material asset is its ownership of [added: Common and Preferred] Units of [removed: partnership interests of] the Operating Partnership.

The Operating [removed: Partnership] [added: Partnership, directly or indirectly,] is also the co-issuer and [removed: guarantees] [added: guarantor of] the $200 million [removed: of] Parent [removed: Company debt.][added: Company’s unsecured private placement debt referenced above.]

The Operating Partnership holds all the assets of the Company and [removed: retains the] ownership [removed: interests in] [added: of] the Company's [added: 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 [removed: partnership units,] [added: Common Units or Preferred Units,] the Operating Partnership generates all [removed: remaining] [added: 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 [removed: partnership units.][added: Common Units and Preferred Units]

[removed: Stockholders'] [added: 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 [removed: general] [added: the Common Units] and [removed: limited common Partnership] [added: the Preferred] Units.

The limited partners' [added: 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 [removed: stockholders'] [added: shareholders'] equity in noncontrolling interests in the Parent Company's financial statements.

Therefore, while [removed: stockholders'] [added: 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.

| 2. | [Properties](#item_2_properties) | [removed: 23] [added: 24] |

| 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 49] [added: 41] |

| 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | [removed: 49] [added: 41] |

| 5. | [Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](#item_5_market_for_registrants_common_equ) | [removed: 49] [added: 41] |

| 6. | [Reserved](#item_6_reserved) | [removed: 50] [added: 42] |

| 7. | [Management's Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 51] [added: 43] |

| 7A. | [Quantitative and Qualitative Disclosures About Market Risk](#item_7a_quantitative_qualitative_disclos) | [removed: 66] [added: 58] |

| 8. | [Consolidated Financial Statements and Supplementary Data](#item_8_financial_stmts_notes) | [removed: 67] [added: 59] |

| 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 145] [added: 126] |

| 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 145] [added: 126] |

| 9B. | [Other Information](#item_9b_or_information) | [removed: 146] [added: 127] |

| 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#item_9c_foreign_jurisdictions) | [removed: 146] [added: 128] |

| 10. | [Directors, Executive Officers, and Corporate Governance](#item_10_directors_executives_corp_gov) | [removed: 146] [added: 128] |

| 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 146] [added: 128] |

| 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 147] [added: 128] |

| 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 147] [added: 128] |

| 14. | [Principal Accountant Fees and Services](#item_14_principal_accountant_fees_servic) | [removed: 147] [added: 129] |

| 15. | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 148] [added: 130] |

| 6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | | REGCP | | The Nasdaq Stock Market LLC |

| 5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share | | REGCO | | The Nasdaq Stock Market LLC |

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 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 general partner in the accompanying consolidated financial statements of the Operating Partnership.

| 1C. | [Cybersecurity](#item_1c_cybersecurity) | 22 |

| | | |

Cybersecurity Risk Management and Strategy

The Company employs a tiered structure of management and oversight for cybersecurity, characterized by distinct layers of responsibility and decision making, which includes operation staff, management, and senior management and board-level governance.

As discussed in more detail below under “Cybersecurity Governance”, this involves management responsibility through a specialized Cyber Risk Committee (the “CRC”) and oversight of that committee by a group of the most senior leaders of the Company, which comprise the Company’s Executive Committee.

At the Company’s Board of Directors (the “Board”) level, the Audit Committee oversees our cybersecurity risk management program.

Our strategy for managing cybersecurity risk is integrated into the Company’s overall risk management program and structure, as depicted in the Corporate Governance section of our Proxy under “Risk Oversight”.

The Company, through its Chief Information Security Officer (“CISO”), other Company employees experienced in information network security, and the use of third-party expertise, references various recognized cybersecurity frameworks.

These frameworks are used to benchmark and tailor the Company’s cybersecurity strategies and program to our risk profile and specific operational needs and goals.

Our core cybersecurity strategy focuses on five key pillars: identification, protection, detection, response, and recovery, each tailored to meet the specific challenges and needs of our business.

The primary goal of this strategy is to proactively safeguard the confidentiality, security, and availability of the information we collect and store.

This proactive approach includes identifying, preventing, and mitigating cybersecurity threats, as well as preparing to respond to cybersecurity incidents quickly and efficiently to minimize their impact.

Under the leadership of our CISO and CRC, we are committed to a continuous evaluation and enhancement of our cybersecurity practices to facilitate adaptation to the constantly evolving landscape of cybersecurity threats.

We have adopted a risk-based strategy to manage cybersecurity risks associated with third parties.

We prioritize our cybersecurity efforts relating to third parties based on the likelihood and potential impact of cybersecurity threats.

This includes reviewing the security protocols of key vendors, service providers, and external users of our systems.

The CRC engages third-party expertise from time to time as it deems necessary or appropriate to test our cybersecurity defenses, to evaluate the cybersecurity programs of current and potential vendors and service providers, and to seek specialized legal advice regarding cybersecurity.

Since at least January 1, 2021, we are not aware of any cybersecurity incidents that have materially affected the Company.

Based on our current understanding of the cyber risk environment and our preparedness level, we do not believe it to be reasonably likely in the near term that a cybersecurity threat will materially impact our business strategy, results of operations or financial condition.

Cybersecurity Governance

The Audit Committee of the Board is charged with overseeing our cybersecurity risk management program.

The CRC Chair and the CISO provide the Audit Committee with quarterly updates.

These updates cover the overall status of the Company’s cybersecurity program, as well as developments and potential new risks and trends.

In the event of a significant cybersecurity threat or incident, the CRC would escalate communication frequency and intensity with the Audit Committee, Board, and the Company’s Executive Committee (discussed below).

As designated by the Company’s Executive Committee and the Audit Committee, our CRC leads Regency's cybersecurity risk management program.

This includes risk identification, assessment, management, prevention and mitigation, as well as securing necessary resources and reporting on cybersecurity preparedness to the Executive Committee (which is currently comprised of the CEO, CFO, and several of the Company’s other senior leaders) and the Audit Committee.

CRC membership, which is subject to change from time to time, includes management leadership possessing a diverse range of education, experience and expertise, and is currently comprised of Company’s CISO, chief accounting officer, head of internal audit, general counsel and chief compliance officer, head of litigation, head of human resources, head of IT operations and the manager of network security.

The collective experience of this committee encompasses areas such as IT, network security, change and incident management, public company governance, accounting, financial controls, insurance, risk management, communications, human capital, and legal matters including securities, privacy and technology contracting.

The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for consolidated properties (excludes properties owned by unconsolidated [removed: co-investment] [added: real estate] partnerships):

| | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Florida | | | 88 | | | | [removed: 10,783] [added: 10,767] | | | | [removed: 27.8] [added: 24.6] | % | | | 95.1 | % | | | [removed: 89] [added: 88] | | | | [removed: 10,771] [added: 10,783] | | | | [removed: 28.4] [added: 27.8] | % | | | [removed: 93.7] [added: 95.1] | % |

| California | | | [removed: 53] [added: 54] | | | | [removed: 8,204] [added: 8,300] | | | | [removed: 21.1] [added: 19.0] | % | | | [removed: 93.9] [added: 94.9] | % | | | 53 | | | | [removed: 8,219] [added: 8,204] | | | | [removed: 21.7] [added: 21.1] | % | | | [removed: 93.2] [added: 93.9] | % |

| Texas | | | [removed: 25] [added: 26] | | | | [removed: 3,239] [added: 3,288] | | | | [removed: 8.3] [added: 7.5] | % | | | [removed: 98.0] [added: 97.3] | % | | | 25 | | | | [removed: 3,240] [added: 3,239] | | | | [removed: 8.5] [added: 8.3] | % | | | [removed: 96.0] [added: 98.0] | % |

| Georgia | | | 22 | | | | [removed: 2,120] [added: 2,121] | | | | [removed: 5.5] [added: 4.8] | % | | | [removed: 92.9] [added: 94.2] | % | | | 22 | | | | [removed: 2,127] [added: 2,120] | | | | [removed: 5.6] [added: 5.5] | % | | | [removed: 91.1] [added: 92.9] | % |

| New York | | | [removed: 16] [added: 42] | | | | [removed: 1,953] [added: 3,399] | | | | [removed: 5.0] [added: 7.8] | % | | | [removed: 89.0] [added: 88.7] | % | | | [removed: 15] [added: 16] | | | | [removed: 1,749] [added: 1,953] | | | | [removed: 4.6] [added: 5.0] | % | | | [removed: 92.9] [added: 89.0] | % |

| Connecticut | | | [removed: 14] [added: 43] | | | | [removed: 1,452] [added: 3,702] | | | | [removed: 3.7] [added: 8.5] | % | | | [removed: 91.1] [added: 92.5] | % | | | 14 | | | | [removed: 1,464] [added: 1,452] | | | | [removed: 3.9] [added: 3.7] | % | | | [removed: 94.4] [added: 91.1] | % |

| Colorado | | | 13 | | | | 1,097 | | | | [removed: 2.8] [added: 2.5] | % | | | [removed: 96.6] [added: 97.7] | % | | | 13 | | | | [removed: 1,096] [added: 1,097] | | | | [removed: 2.9] [added: 2.8] | % | | | [removed: 95.8] [added: 96.6] | % |

| North Carolina | | | 10 | | | | [removed: 1,222] [added: 1,221] | | | | [removed: 3.2] [added: 2.8] | % | | | [removed: 98.2] [added: 98.1] | % | | | 10 | | | | [removed: 1,221] [added: 1,222] | | | | 3.2 | % | | | [removed: 96.2] [added: 98.2] | % |

| Washington | | | 10 | | | | [removed: 963] [added: 962] | | | | [removed: 2.5] [added: 2.2] | % | | | [removed: 97.3] [added: 96.0] | % | | | [removed: 9] [added: 10] | | | | [removed: 857] [added: 963] | | | | [removed: 2.3] [added: 2.5] | % | | | [removed: 96.5] [added: 97.3] | % |

| Ohio | | | 8 | | | | [removed: 1,224] [added: 1,221] | | | | [removed: 3.2] [added: 2.8] | % | | | [removed: 96.7] [added: 98.8] | % | | | 8 | | | | [removed: 1,215] [added: 1,224] | | | | 3.2 | % | | | [removed: 98.3] [added: 96.7] | % |

| Massachusetts | | | [removed: 8] [added: 9] | | | | [removed: 897] [added: 996] | | | | 2.3 | % | | | [removed: 97.6] [added: 98.5] | % | | | 8 | | | | [removed: 898] [added: 897] | | | | [removed: 2.4] [added: 2.3] | % | | | [removed: 95.1] [added: 97.6] | % |

| Oregon | | | 7 | | | | [removed: 742] [added: 741] | | | | [removed: 1.9] [added: 1.7] | % | | | [removed: 94.6] [added: 95.0] | % | | | 7 | | | | [removed: 741] [added: 742] | | | | [removed: 2.0] [added: 1.9] | % | | | [removed: 94.5] [added: 94.6] | % |

| Illinois | | | 6 | | | | 1,085 | | | | [removed: 2.8] [added: 2.5] | % | | | [removed: 94.9] [added: 94.1] | % | | | 6 | | | | 1,085 | | | | [removed: 2.9] [added: 2.8] | % | | | [removed: 94.8] [added: 94.9] | % |

| Virginia | | | 6 | | | | 939 | | | | [removed: 2.4] [added: 2.1] | % | | | [removed: 93.4] [added: 97.7] | % | | | 6 | | | | 939 | | | | [removed: 2.5] [added: 2.4] | % | | | [removed: 90.8] [added: 93.4] | % |

| Pennsylvania | | | 4 | | | | 443 | | | | [removed: 1.1] [added: 1.0] | % | | | [removed: 98.7] [added: 99.5] | % | | | [removed: 3] [added: 4] | | | | [removed: 326] [added: 443] | | | | [removed: 0.9] [added: 1.1] | % | | | [removed: 97.1] [added: 98.7] | % |

| Missouri | | | 4 | | | | 408 | | | | [removed: 1.1] [added: 0.9] | % | | | [removed: 99.5] [added: 98.9] | % | | | 4 | | | | 408 | | | | 1.1 | % | | | [removed: 100.0] [added: 99.5] | % |

| Tennessee | | | 3 | | | | 314 | | | | [removed: 0.8] [added: 0.7] | % | | | [removed: 99.1] [added: 99.5] | % | | | 3 | | | | 314 | | | | 0.8 | % | | | [removed: 98.3] [added: 99.1] | % |

| New Jersey | | | [removed: 2] [added: 17] | | | | [removed: 573] [added: 1,585] | | | | [removed: 1.5] [added: 3.6] | % | | | [removed: 89.2] [added: 93.3] | % | | | [removed: 1] [added: 2] | | | | [removed: 219] [added: 573] | | | | [removed: 0.6] [added: 1.5] | % | | | [removed: 98.1] [added: 89.2] | % |

| Maryland | | | 2 | | | | [removed: 250] [added: 244] | | | | 0.6 | % | | | [removed: 94.4] [added: 89.9] | % | | | 2 | | | | [removed: 320] [added: 250] | | | | [removed: 0.8] [added: 0.6] | % | | | [removed: 82.0] [added: 94.4] | % |

| Minnesota | | | 2 | | | | 246 | | | | 0.6 | % | | | 100.0 | % | | | [removed: —] [added: 2] | | | | [removed: —] [added: 246] | | | | [removed: 0.0] [added: 0.6] | % | | | [removed: 0.0] [added: 100.0] | % |

| Indiana | | | 1 | | | | 279 | | | | [removed: 0.7] [added: 0.6] | % | | | 100.0 | % | | | 1 | | | | 279 | | | | 0.7 | % | | | 100.0 | % |

| Delaware | | | 1 | | | | [removed: 230] [added: 229] | | | | [removed: 0.6] [added: 0.5] | % | | | [removed: 94.5] [added: 96.2] | % | | | 1 | | | | [removed: 228] [added: 230] | | | | 0.6 | % | | | [removed: 93.2] [added: 94.5] | % |

| Michigan | | | 1 | | | | 97 | | | | [removed: 0.3] [added: 0.2] | % | | | 74.0 | % | | | 1 | | | | 97 | | | | 0.3 | % | | | 74.0 | % |

| District of Columbia | | | 1 | | | | 23 | | | | 0.1 | % | | | [removed: 85.8] [added: 100.0] | % | | | [removed: —] [added: 1] | | | | [removed: —] [added: 23] | | | | [removed: 0.0] [added: 0.1] | % | | | [removed: 0.0] [added: 85.8] | % |

| Total | | | [removed: 308] [added: 381] | | | | [removed: 38,834] [added: 43,758] | | | | 100.0 | % | | | [removed: 94.8] [added: 94.9] | % | | | [removed: 302] [added: 308] | | | | [removed: 37,864] [added: 38,834] | | | | 100.0 | % | | | [removed: 94.0] [added: 94.8] | % |

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is [removed: $23.95] [added: $24.67] and [removed: $23.17] [added: $23.95] per square foot ("PSF") as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for unconsolidated properties (properties owned by our unconsolidated [removed: co-investment] [added: real estate] partnerships):

| California | | | 17 | | | | 2,320 | | | | [removed: 18.9] [added: 17.8] | % | | | [removed: 97.4] [added: 98.4] | % | | | [removed: 18] [added: 17] | | | | [removed: 2,644] [added: 2,320] | | | | [removed: 19.9] [added: 18.9] | % | | | [removed: 91.9] [added: 97.4] | % |

| Virginia | | | [removed: 15] [added: 14] | | | | [removed: 2,082] [added: 1,982] | | | | [removed: 16.9] [added: 15.2] | % | | | [removed: 93.9] [added: 92.7] | % | | | 15 | | | | 2,082 | | | | [removed: 15.7] [added: 16.9] | % | | | [removed: 93.7] [added: 93.9] | % |

| Maryland | | | 9 | | | | [removed: 849] [added: 848] | | | | [removed: 6.9] [added: 6.5] | % | | | [removed: 96.3] [added: 96.0] | % | | | [removed: 10] [added: 9] | | | | [removed: 1,069] [added: 849] | | | | [removed: 8.0] [added: 6.9] | % | | | [removed: 94.9] [added: 96.3] | % |

| North Carolina | | | 7 | | | | [removed: 1,197] [added: 1,237] | | | | [removed: 9.7] [added: 9.5] | % | | | [removed: 95.5] [added: 97.9] | % | | | [removed: 8] [added: 7] | | | | [removed: 1,270] [added: 1,197] | | | | [removed: 9.5] [added: 9.7] | % | | | [removed: 96.1] [added: 95.5] | % |

| Washington | | | 7 | | | | 874 | | | | [removed: 7.1] [added: 6.7] | % | | | [removed: 97.4] [added: 98.0] | % | | | 7 | | | | 874 | | | | [removed: 6.6] [added: 7.1] | % | | | [removed: 98.4] [added: 97.4] | % |

| Colorado | | | 6 | | | | 858 | | | | [removed: 7.0] [added: 6.6] | % | | | [removed: 93.3] [added: 95.5] | % | | | 6 | | | | [removed: 851] [added: 858] | | | | [removed: 6.4] [added: 7.0] | % | | | [removed: 90.8] [added: 93.3] | % |

| Pennsylvania | | | 6 | | | | 669 | | | | [removed: 5.4] [added: 5.1] | % | | | [removed: 84.5] [added: 96.0] | % | | | 6 | | | | 669 | | | | [removed: 5.0] [added: 5.4] | % | | | [removed: 84.6] [added: 84.5] | % |

| Florida | | | 6 | | | | [removed: 663] [added: 669] | | | | [removed: 5.4] [added: 5.1] | % | | | [removed: 99.4] [added: 99.0] | % | | | [removed: 7] [added: 6] | | | | [removed: 811] [added: 663] | | | | [removed: 6.1] [added: 5.4] | % | | | [removed: 97.4] [added: 99.4] | % |

| Texas | | | 5 | | | | [removed: 742] [added: 741] | | | | [removed: 6.0] [added: 5.7] | % | | | [removed: 94.4] [added: 97.1] | % | | | 5 | | | | [removed: 691] [added: 742] | | | | [removed: 5.2] [added: 6.0] | % | | | [removed: 95.5] [added: 94.4] | % |

| Illinois | | | [removed: 4] [added: 5] | | | | [removed: 690] [added: 777] | | | | [removed: 5.6] [added: 5.9] | % | | | [removed: 91.9] [added: 98.6] | % | | | [removed: 3] [added: 4] | | | | [removed: 575] [added: 690] | | | | [removed: 4.3] [added: 5.6] | % | | | [removed: 97.4] [added: 91.9] | % |

| Minnesota | | | 3 | | | | 423 | | | | [removed: 3.4] [added: 3.2] | % | | | [removed: 98.3] [added: 98.7] | % | | | [removed: 5] [added: 3] | | | | [removed: 668] [added: 423] | | | | [removed: 5.0] [added: 3.4] | % | | | [removed: 97.5] [added: 98.3] | % |

| | | December 31, 2023 | | | | | | | | | | | | | | | | December 31, 2022 | | | | | | | | | | | | | | |

| Publix | | | 2,955 | | | | 6.4 | % | | $ | 33,949 | | | | 3.0 | % | | | 68 | |

| Kroger Co. | | | 2,933 | | | | 6.4 | % | | | 30,228 | | | | 2.7 | % | | | 52 | |

| Ahold Delhaize | | | 906 | | | | 2.0 | % | | | 22,583 | | | | 2.0 | % | | | 20 | |

| CVS | | | 782 | | | | 1.7 | % | | | 20,628 | | | | 1.8 | % | | | 66 | |

| Gap, Inc | | | 279 | | | | 0.6 | % | | | 8,933 | | | | 0.8 | % | | | 24 | |

| Bank of America | | | 154 | | | | 0.3 | % | | | 8,657 | | | | 0.8 | % | | | 44 | |

| Walmart | | | 819 | | | | 1.8 | % | | | 5,362 | | | | 0.5 | % | | | 8 | |

| Best Buy | | | 229 | | | | 0.5 | % | | | 5,277 | | | | 0.5 | % | | | 7 | |

| Staples | | | 217 | | | | 0.5 | % | | | 5,109 | | | | 0.5 | % | | | 12 | |

| Top Tenants | | | 19,232 | | | | 41.9 | % | | $ | 353,206 | | | | 31.6 | % | | | 971 | |

| (1) | | | 180 | | | | 312 | | | | 0.7 | % | | $ | 8,044 | | | | 0.7 | % | | $ | 25.76 | |

| 2024 | | | 1,081 | | | | 3,902 | | | | 8.6 | % | | | 92,635 | | | | 8.4 | % | | | 23.74 | |

| 2025 | | | 1,358 | | | | 5,552 | | | | 12.3 | % | | | 136,495 | | | | 12.4 | % | | | 24.58 | |

| 2026 | | | 1,256 | | | | 5,648 | | | | 12.5 | % | | | 137,458 | | | | 12.5 | % | | | 24.34 | |

| 2027 | | | 1,316 | | | | 6,280 | | | | 13.9 | % | | | 155,730 | | | | 14.2 | % | | | 24.80 | |

| 2028 | | | 1,272 | | | | 5,915 | | | | 13.1 | % | | | 154,464 | | | | 14.1 | % | | | 26.11 | |

| 2029 | | | 712 | | | | 4,305 | | | | 9.5 | % | | | 96,481 | | | | 8.8 | % | | | 22.41 | |

| 2030 | | | 394 | | | | 2,250 | | | | 5.0 | % | | | 57,467 | | | | 5.2 | % | | | 25.54 | |

| 2031 | | | 394 | | | | 1,889 | | | | 4.2 | % | | | 50,664 | | | | 4.6 | % | | | 26.83 | |

| 2032 | | | 430 | | | | 1,865 | | | | 4.1 | % | | | 52,983 | | | | 4.8 | % | | | 28.41 | |

| 2033 | | | 542 | | | | 1,947 | | | | 4.3 | % | | | 55,662 | | | | 5.1 | % | | | 28.59 | |

| Thereafter | | | 389 | | | | 5,330 | | | | 11.8 | % | | | 100,519 | | | | 9.2 | % | | | 18.86 | |

| Total | | | 9,324 | | | | 45,195 | | | | 100.0 | % | | $ | 1,098,602 | | | | 100.0 | % | | $ | 24.31 | |

| Nohl Plaza(6) | | Los Angeles-Long Beach-Anaheim | | CA | | | | 2023 | | 1966 | | | — | | | | 104 | | | 92.8% | | | 16.36 | | | Vons |

| 25 Valley Drive | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1977 | | | — | | | | 18 | | | 100.0% | | | 46.25 | | | \- |

| 321-323 Railroad Ave | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1983 | | | — | | | | 21 | | | 100.0% | | | 37.48 | | | \- |

| 470 Main Street | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1972 | | | — | | | | 23 | | | 98.5% | | | 29.32 | | | \- |

| 530 Old Post Rd | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1979 | | | — | | | | 8 | | | 75.0% | | | 43.25 | | | \- |

| 7 Riversville | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1978 | | | — | | | | 11 | | | 80.9% | | | 39.61 | | | \- |

| 970 High Ridge Center | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1960 | | | — | | | | 27 | | | 89.6% | | | 36.15 | | | BevMax |

| Airport Plaza | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1974 | | | — | | | | 33 | | | 100.0% | | | 31.48 | | | \- |

| Bethel Hub Center | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1957 | | | — | | | | 31 | | | 60.8% | | | 14.91 | | | La Placita Bethel Market |

| Cos Cob Commons | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1986 | | | 13,142 | | | | 48 | | | 93.9% | | | 53.16 | | | CVS |

| Cos Cob Plaza | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1947 | | | 3,902 | | | | 15 | | | 93.4% | | | 52.79 | | | \- |

| Danbury Square | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1987 | | | — | | | | 194 | | | 73.2% | | | 13.80 | | | Ocean State Job Lot, Planet Fitness, Elicit Brewing Company |

| Fairfield Crossroads | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1995 | | | — | | | | 62 | | | 100.0% | | | 25.28 | | | Marshalls, DSW |

| Goodwives Shopping Center | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1955 | | | 23,078 | | | | 96 | | | 90.1% | | | 41.03 | | | Stop & Shop |

| Greens Farms Plaza | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1958 | | | — | | | | 40 | | | 51.3% | | | 25.81 | | | BevMax |

| Greenwich Commons | | Bridgeport-Stamford-Norwalk | | CT | | | | 2023 | | 1961 | | | 4,866 | | | | 10 | | | 100.0% | | | 89.23 | | | \- |

| Publix | | | 2,876 | | | | 7.0 | % | | $ | 31,679 | | | | 3.2 | % | | | 67 | |

| Kroger Co. | | | 2,987 | | | | 7.3 | % | | | 30,438 | | | | 3.1 | % | | | 53 | |

| CVS | | | 663 | | | | 1.6 | % | | | 15,606 | | | | 1.6 | % | | | 56 | |

| Ahold Delhaize | | | 473 | | | | 1.2 | % | | | 12,003 | | | | 1.2 | % | | | 13 | |

| Gap, Inc. | | | 250 | | | | 0.6 | % | | | 7,810 | | | | 0.8 | % | | | 21 | |

| Bank of America | | | 119 | | | | 0.3 | % | | | 6,778 | | | | 0.7 | % | | | 40 | |

| Best Buy | | | 259 | | | | 0.6 | % | | | 6,027 | | | | 0.6 | % | | | 8 | |

| Bed Bath & Beyond Inc. | | | 325 | | | | 0.8 | % | | | 5,538 | | | | 0.6 | % | | | 11 | |

| AT&T, Inc. | | | 109 | | | | 0.3 | % | | | 4,929 | | | | 0.5 | % | | | 56 | |

| Dick's Sporting Goods, Inc. | | | 274 | | | | 0.7 | % | | | 4,832 | | | | 0.5 | % | | | 4 | |

| Life Time | | | 111 | | | | 0.3 | % | | | 4,700 | | | | 0.5 | % | | | 1 | |

| Top Tenants | | | 17,649 | | | | 43.3 | % | | $ | 320,591 | | | | 32.8 | % | | | 949 | |

| (1) | | | 171 | | | | 85 | | | | 0.2 | % | | $ | 1,275 | | | | 0.1 | % | | $ | 15.03 | |

| 2023 | | | 930 | | | | 2,803 | | | | 7.0 | % | | | 72,559 | | | | 7.6 | % | | | 25.88 | |

| 2024 | | | 1,211 | | | | 5,571 | | | | 13.8 | % | | | 128,039 | | | | 13.4 | % | | | 22.98 | |

| 2025 | | | 1,193 | | | | 5,117 | | | | 12.7 | % | | | 123,403 | | | | 12.9 | % | | | 24.12 | |

| 2026 | | | 1,058 | | | | 4,998 | | | | 12.4 | % | | | 120,059 | | | | 12.5 | % | | | 24.02 | |

| 2027 | | | 1,196 | | | | 5,725 | | | | 14.2 | % | | | 136,987 | | | | 14.3 | % | | | 23.93 | |

| 2028 | | | 659 | | | | 3,930 | | | | 9.7 | % | | | 98,400 | | | | 10.3 | % | | | 25.04 | |

| 2029 | | | 341 | | | | 2,055 | | | | 5.1 | % | | | 44,765 | | | | 4.7 | % | | | 21.79 | |

| 2030 | | | 285 | | | | 1,895 | | | | 4.7 | % | | | 46,163 | | | | 4.8 | % | | | 24.36 | |

| 2031 | | | 332 | | | | 1,546 | | | | 3.8 | % | | | 42,393 | | | | 4.4 | % | | | 27.42 | |

| 2032 | | | 454 | | | | 1,695 | | | | 4.2 | % | | | 46,320 | | | | 4.8 | % | | | 27.32 | |

| Thereafter | | | 356 | | | | 4,908 | | | | 12.2 | % | | | 97,645 | | | | 10.2 | % | | | 19.89 | |

| Total | | | 8,186 | | | | 40,328 | | | | 100.0 | % | | $ | 958,008 | | | | 100.0 | % | | $ | 23.76 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Braemar Village Center | | Washington-Arlington-Alexandri | | VA | | 25% | | 2004 | | 2004 | | | — | | | | 104 | | | 100.0% | | | 23.68 | | | Safeway |

| Regency Centers Total | | | | | | | | | | | | $ | 1,883,098 | | | | 51,145 | | | 94.8% | | $ | 23.77 | | | |

As of February [removed: 06, 2023,] [added: 05, 2024,] there were [removed: 87,993] [added: 112,794] holders of our common stock.

We intend to pay regular quarterly distributions to Regency Centers Corporation's common [removed: stockholders.][added: shareholders.]

Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such [removed: stockholders.][added: shareholders.]

Under the revolving credit agreement of our Line, in the event of any monetary default, we may not make distributions to [removed: stockholders] [added: shareholders] except to the extent necessary to maintain our REIT status.

The following table represents information with respect to purchases by Regency of its common stock by months during the three month period ended December 31, [removed: 2022:][added: 2023:]

[removed: On February 3, 2021, our] [added: Our] Board [added: has] authorized a [added: two-year] common [removed: share] [added: stock] repurchase program [removed: (Authorized Repurchase Program)] under which we [removed: could] [added: may] purchase, from time to time, up to a maximum of $250 million of [removed: shares of its] [added: our] outstanding common stock through open market purchases, and/or in privately negotiated transactions.

The timing and price of [removed: share repurchases, if any,] [added: stock repurchases] will be dependent upon market [added: conditions and other factors.]

Any [removed: shares] [added: stock] repurchased, if not retired, will be treated as treasury [removed: shares.][added: stock.]