Regency Centers (REG) 10-K risk factor changes: FY2024 vs FY2023

When considering an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and submissions to the SEC, which provide [removed: much more] [added: additional] information and detail.

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

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

Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur [removed: higher] [added: high] interest [removed: expenses] [added: expense] related to the issuance of new debt.

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

Although the extent of any prolonged periods of [removed: higher] [added: high] interest rates remains unknown at this time, negative impacts to our cost of capital may also adversely affect our future business plans and growth, at least in the near term.

[removed: Current economic challenges, including the potential for recession,] [added: Economic challenges and policy changes] may adversely impact our tenants and our business.

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, [added: the potential impact of tariffs,] decreasing consumer confidence and discretionary spending, [removed: and] increasing energy [removed: prices] [added: prices,] and [added: volatile] interest rates.

Unfavorable developments [removed: affecting] [added: that may affect] the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.

[removed: Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity] [added: 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.

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 [removed: conflicts] [added: conflicts, instability] and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects of the U.S. economy and, therefore, consumer spending.

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

Risk Factors Related to Pandemics or other [added: Public] Health Crises

Pandemics or other [added: public] health crises, [removed: such as the COVID-19 pandemic,] may adversely affect our tenants' financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease obligations could be negatively impacted by the disruptions and uncertainties of a [removed: new virus strain of COVID-19 or any future pandemic] [added: pandemic, such as COVID-19,] or other [added: public] health [removed: crisis.][added: crises.]

Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and [removed: ultimately,] [added: as it relates to the Company,] their ability to comply with their lease obligations.

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

We are subject to the risks that, upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including [removed: costs for renovations or concessions.][added: reduced rents.]

labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including disruptions to global supply chains as a result of wars [added: and geopolitical events, including those] involving Russia and [removed: Ukraine, Israel] [added: Ukraine] and [removed: Gaza,] [added: Middle East conflicts, as well as] the slowing of China's economy, [added: tariffs,] pandemics, and/or inflationary pressures;

other factors which could alter shopping habits or otherwise deter customers from visiting our shopping centers, such as [added: actual or anticipated] criminal activity, including civil unrest, acts of terrorism, or other types of violent crimes.

Retailers [removed: are increasingly impacted by] [added: with brick and mortar stores face the risk of the impact of] e-commerce and changes in customer buying habits, including shopping from home and the delivery or curbside pick-up of items ordered online.

Retailers are [added: constantly] considering these customer buying habits and other trends when making decisions regarding their brick and mortar stores and how they will compete and innovate in a rapidly changing retail environment.

Many retailers in our shopping centers provide services or sell goods which have historically been less likely to be purchased online; however, the continuing change in customer buying habits, including [removed: increase in] e-commerce sales in all retail categories may cause retailers to adjust the size or number of their retail locations in the future or close stores.

These alternative delivery methods are more likely to impact foot traffic at our centers in certain higher-income markets [removed: where consumers are willing to pay premiums for such services.]

[removed: Some] [added: For example, some] anchors have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement.

Additionally, some of our shopping centers are anchored by retailers who own their space in a location that is [added: not strictly] within [added: the boundaries of,] or [added: is] immediately adjacent [removed: to] [added: to,] our shopping center ("shadow anchors").

At December 31, [removed: 2023,] [added: 2024,] tenants with less than three locations ("Local Tenants") represent approximately 22% of annualized base rent.

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

As such, in the event of [removed: such] [added: a downturn in economic conditions or adversely] changing [removed: conditions,] [added: retail] habits and trends, they may suffer disproportionately greater impacts and be at greater risk of lease default than other tenants.

[removed: Any unsecured claim we hold against a bankrupt tenant for unpaid rent may be] paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims.

Certain costs and expenses associated with [removed: our] operating our properties, such as real estate taxes, insurance, utilities and common area expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances.

As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such [added: adverse] circumstances and may not be able to fully recoup these costs from our tenants.

Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be [removed: recoverable] [added: recoverable,] which may result in impairment.

We [added: periodically] evaluate whether there are any indicators, including declines in property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable and therefore may be impaired.

Development and redevelopment activities [added: frequently] require various government and other approvals for [added: land use] entitlements, and any delay in [added: receiving] such approvals may significantly delay development and redevelopment projects.

Additionally, changes in political [added: leaders due to] elections [removed: and] [added: and/or in governmental] policies [added: relating to development] may impact our ability to obtain favorable [removed: land use and zoning] [added: approvals] for in-process and future developments and redevelopment projects.

We are subject to other risks associated with [removed: these activities,] [added: development and redevelopment projects,] including the following:

we may be unable to lease [removed: developments] [added: newly developed] or [removed: redevelopments] [added: redeveloped projects] to full occupancy on a timely basis;

delays in the development or construction [removed: process] [added: process, including supply chain disruption,] may increase our costs;

construction cost increases may reduce investment returns on development and redevelopment [removed: opportunities;][added: opportunities, or require us to postpone or abandon a project or projects;]

The Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") rapidly increased its benchmark interest rate from 2021 through 2023 in response to sustained elevated inflation, which has since moderated.

payable.

Changes in immigration policies or restrictions, as well as shifts in labor availability due to immigration trends, may further contribute to labor shortages, impacting our tenants' operations and profitability.

payment for costs of renovations, or other monetary concessions.

where consumers are willing to pay premiums for such services.

Our real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 23.4% 20.5%, and 12.3% of our annualized base rent ("ABR"), respectively.

Due to their desirability as tenants, sought-after anchors often exercise considerable leverage in lease negotiations and may obtain favorable provisions relative to other tenants.

In addition, any unsecured claim we hold against a bankrupt tenant for unpaid rent may be

we may be unable to quickly and efficiently integrate new acquisitions, particularly acquisitions of portfolios of properties, into our existing operations and platform;

acquired properties may be located in markets where we may face risks associated with a lack of market knowledge or understanding of the local economy, lack of business relationships in the area, costs associated with opening a new regional office and unfamiliarity with local governmental and permitting procedures.

In addition to the potential physical, operational and financial impacts to our business, we also cannot reliably predict how the federal government and the state and local governments in the areas in which we operate will legislatively respond to the risks associated with climate change.

Certain states in which we own and operate shopping centers, including California, Massachusetts and New York, have passed legislation that may require, for example, overall reductions by the state of greenhouse gas ("GHG") emissions (which may, in turn, result in future legal obligations on business operators like us), and certification and disclosure of estimated direct and indirect GHG emissions by individual companies.

The SEC has also proposed rules requiring, among other things, disclosures relating to estimated GHG emissions, potential financial exposure relating to climate change, and company-specific governance of climate-related risks.

Litigation has been filed challenging the proposed SEC rules and California legislation, and it is possible that litigation may be filed in respect of other climate-related laws and rules.

Additional state and federal laws and rules with respect to climate

change may be enacted in the future and the extent and scope of their requirements and impact on companies like Regency are unknown.

In sum, taking these risks and potential impacts together, climate change may materially and adversely impact our business by increasing the cost to operate our properties, for example, with respect to infrastructure and facilities construction and maintenance, energy, insurance (and, potentially, the incurrence of uninsured losses), taxes, consultants and advisors, and other unforeseen fees, costs and expenses.

We may also face disruptions to our business and the businesses of our tenants, which may result in higher costs or even some tenants being unable to conduct business in certain locations.

In addition, we face the risk of the impacts of current, proposed and future legislative and regulatory requirements in response to the perceived risks of climate change.

ESG disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized.

Failure to realize (or timely achieve progress on) aspirational goals and targets could adversely affect the views of our investors, third-party ESG ratings organizations and other stakeholders, thereby potentially adversely impacting our reputation, our business and stock price.

In addition, both advocates and opponents of certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns, shareholder proposals, and litigation, to advance their objectives.

To the extent we are subject to such activism, it may adversely impact our business.

properties, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.

Like all companies, we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our information technology systems and confidential information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) information technology systems, products or services.

Such security breaches also could subject us to litigation and governmental investigations and proceedings into potential violations of applicable U.S. privacy or other laws.

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence—that circumvent security controls, evade detection and remove forensic evidence.

Any actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security and processing of personal information could adversely affect our business, results of operations, or financial condition.

In connection with running our business, we receive, store, use and otherwise process information that relates to individuals, including from and about our tenants, employees and business partners.

We are therefore subject to laws, regulations and other requirements relating to the privacy, security and handling of personal information.

These laws require us to adhere to certain disclosure restrictions and deletion obligations with respect to the personal information, and allow for penalties for violations and, in some cases, a private right of action.

These laws also impose transparency and other obligations with respect to personal information of and provide rights with respect to personal information.

The application and interpretation of such requirements are evolving and are subject to change, creating a complex compliance environment.

There has been a substantial increase in legislative activity and regulatory focus on data privacy and security, including in relation to cybersecurity incidents.

It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations.

In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security and handling of information could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions.

We could incur costs in investigating and defending such claims and, if found liable, pay damages or fines or be required to make changes to our business.

These proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust.

If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

In addition, the Parent Company would no longer be required to pay any dividends to stockholders in order to maintain its REIT status, and we could be subject to a federal alternative minimum tax and possibly increased state and local taxes.

On multiple occasions during 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 markets, with further increases possible.

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.

In response to the COVID-19 pandemic, federal, state, and local governments mandated or recommended various actions to reduce or prevent the spread of COVID-19, which altered customer behaviors and temporarily limited many of our tenants’ ability to operate.

As a result, certain tenants requested rent concessions or sought to renegotiate future rents based on changes to the economic environment.

Some tenants chose not to reopen or to honor the terms of their lease agreements.

In addition, moratoria and other legal restrictions in certain states impacted our ability to bring legal action to enforce our leases and our ability to collect rent.

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.

In the event of future pandemics or similar health crises, consumers could elect to make more of their purchases online instead of in physical stores and businesses could delay executing new or renewals of leases amidst the immediate and uncertain economic impacts.

These developments, coupled with potential tenant failures and a reduction in newly-formed businesses, could result in decreased demand for retail space in our centers, which could result in lower occupancy or higher levels of uncollectible lease income, as well as downward pressure on rents.

Additionally, delays in construction of tenant improvements due to the impacts of constraints on supply chains and labor, resulting from government ordered lockdowns, could result in delayed rent commencement due to it taking longer for new tenants to open and operate.

Our properties in California and Florida represent 23.4% and 19.3%, respectively, of our annualized base rent.

These Local Tenants may be more vulnerable to negative

In fact, in some cases, such as real estate taxes and insurance, they may actually increase despite such events.

we may not be able to successfully integrate an acquisition into our existing operations platform.

Climate change may also have indirect effects on our business by increasing the cost of insurance or making insurance unavailable.

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

Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change.

Therefore, as a result of the geographic concentration of our properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to perceived risks.

In addition, the SEC is currently considering adopting new regulations that would impose additional ESG disclosure and other compliance requirements on us.

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.

During the year ended December 31, [removed: 2023,] [added: 2024,] we had Net income attributable to common shareholders of [removed: $359.5] [added: $386.7] million as compared to [removed: $482.9] [added: $359.5] million during the year ended December 31, [removed: 2022, which included gains on sale of real estate] [added: 2023 with the increase primarily related to the 2023 acquisition] of [removed: $109.0 million.][added: UBP.]

During the year ended December 31, [removed: 2023:][added: 2024:]

Our Pro-rata same property NOI, excluding termination fees, grew [removed: 1.7%,] [added: 3.1%,] primarily attributable to 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: 1,839] [added: 2,032] new and renewal leasing transactions representing [removed: 6.9] [added: 9.9] million Pro-rata SF with positive rent spreads of [removed: 10.0%] [added: 9.5%] during [removed: 2023,] [added: 2024,] compared to [removed: 1,981 leasing] [added: 1,839 such] transactions representing [removed: 7.3] [added: 6.9] million Pro-rata SF with positive rent spreads of [removed: 7.4%] [added: 10.0%] in [removed: 2022.][added: 2023.]

At December 31, [removed: 2023,] [added: 2024,] our total property portfolio was [removed: 95.1%] [added: 96.3%] leased while our same property portfolio was [removed: 95.7%] [added: 96.7%] leased, compared to [removed: 94.8%] [added: 95.1%] and [removed: 95.1%,] [added: 95.7%,] respectively, at December 31, [removed: 2022.][added: 2023.]

Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled [removed: $468.1] [added: $497.3] million compared to [removed: $300.9] [added: $468.1] million at December 31, [removed: 2022.][added: 2023.]

Development and redevelopment projects completed during [removed: 2023] [added: 2024] represented [removed: $87.4] [added: $236.6] million of estimated net project costs, with an average stabilized yield of [removed: 8.7%.][added: 8.0%.]

We [removed: maintained] [added: engaged in successful capital markets transactions and related activity that enabled us to maintain] liquidity and [added: the] financial flexibility to cost effectively fund investment opportunities and debt maturities:

On January 8, 2024, [removed: Regency] [added: we] priced a public offering of $400 million of senior unsecured [removed: debt] [added: notes] due in 2034, with a coupon of [removed: 5.250%] [added: 5.25%] .

We have [removed: $148.3] [added: $101.6] million of secured [removed: mortgage] [added: loan] maturities during the next 12 months, including [removed: mortgages] [added: Regency's pro-rata share of maturities] within our [added: unconsolidated] real estate [removed: partnership,] [added: partnerships,] which we intend to refinance or pay-off as they mature.

| | | December 31, [removed: 2023] [added: 2024] | | | | December 31, [removed: 2022] [added: 2023] | | |

| Percent Leased – All properties | | | [removed: 95.1] [added: 96.3] | % | | | [removed: 94.8] [added: 95.1] | % |

| Anchor Space (spaces ≥ 10,000 SF) | | | [removed: 96.7] [added: 98.4] | % | | | [removed: 96.8] [added: 96.7] | % |

| Shop Space (spaces < 10,000 SF) | | | [removed: 92.4] [added: 93.0] | % | | | [removed: 91.5] [added: 92.4] | % |

Our percent leased increased primarily due to favorable leasing activity in [added: both] our [added: Anchor and] Shop Space [removed: category] [added: categories] during [removed: 2023.][added: 2024.]

| | | Year Ended December 31, [removed: 2022] [added: 2024] | | | | | | | | | | | | | | | | | | |

The weighted-average base rent PSF on signed Shop Space leases during [removed: 2023] [added: 2024] was [removed: $37.82] [added: $38.92] 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: $34.73] [added: $35.98] PSF.

New and renewal rent spreads, [removed: as] compared to prior rents on these same spaces leased, were positive at [removed: 10.0%] [added: 9.5%] for the 12 months ended December 31, [removed: 2023, as] [added: 2024,] compared to [removed: 7.4%] [added: 10.0%] for the 12 months ended December 31, [removed: 2022.][added: 2023.]

[removed: We] [added: *Properties*" of this Report, and also] seek to avoid dependence on any single property, market, or tenant.

| Albertsons Companies, Inc. [added: (2)] | | | [removed: 53] [added: 52] | | | | [removed: 4.8] [added: 4.3] | % | | | [removed: 3.0] [added: 2.8] | % |

| Amazon/Whole Foods | | | [removed: 38] [added: 39] | | | | 2.7 | % | | | 2.6 | % |

| TJX Companies, Inc. | | | [removed: 70] [added: 74] | | | | 3.6 | % | | | [removed: 2.6] [added: 2.7] | % |

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

As a result, [added: in a tenant bankruptcy situation] it is likely that we would recover substantially less than the full value of any unsecured claims we hold.

[removed: Tenants] [added: As of December 31, 2024, the tenants] who are currently in bankruptcy and [added: which] continue to occupy space in our shopping centers represent an aggregate of [removed: 0.5%] [added: 0.7%] of our Pro-rata annual base rent [removed: which is primarily related to Rite Aid who filed in October 2023.][added: with no single tenant exceeding 0.5% of Pro-rata annual base rent.]

Results [removed: from] [added: of] Operations

[removed: Results from] [added: The results of] operations for the year ended December 31, [removed: 2023,] [added: 2024,] include [removed: the results] [added: a full year] of [added: results from] our acquisition of UBP [removed: from] [added: on] August 18, [added: 2023 as compared to a partial year in] 2023.

*Comparison of the years ended December 31, [removed: 2023] [added: 2024] and* [removed: *2022:*][added: *2023:*]

[removed: Revenues changed as] [added: The changes in revenues are] summarized in the following table:

| (in thousands) | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | Change | | |

| Base rent | | $ | [removed: 897,451] [added: 986,916] | | | | [removed: 821,755] [added: 897,451] | | | | [removed: 75,696] [added: 89,465] | |

| Recoveries from tenants | | | [removed: 311,775] [added: 345,145] | | | | [removed: 280,658] [added: 311,775] | | | | [removed: 31,117] [added: 33,370] | |

| Percentage rent | | | [removed: 12,963] [added: 13,777] | | | | [removed: 9,635] [added: 12,963] | | | | [removed: 3,328] [added: 814] | |

| Uncollectible lease income | | | [removed: (549] [added: (3,324] | ) | | | [removed: 13,841] [added: (549] | [added: )] | | | [removed: (14,390] [added: (2,775] | ) |

| Other lease income | | | [removed: 20,685] [added: 23,722] | | | | [removed: 14,748] [added: 20,685] | | | | [removed: 5,937] [added: 3,037] | |

| Straight-line rent | | | [removed: 10,788] [added: 20,300] | | | | [removed: 24,272] [added: 10,788] | | | | [removed: (13,484] [added: 9,512] | [removed: )] |

| Above/below market rent [removed: and tenant rent inducement] amortization, net | | | [removed: 30,826] [added: 24,843] | | | | [removed: 22,543] [added: 30,826] | | | | [removed: 8,283] [added: (5,983] | [added: )] |

| Total lease income | | $ | [removed: 1,283,939] [added: 1,411,379] | | | | [removed: 1,187,452] [added: 1,283,939] | | | | [removed: 96,487] [added: 127,440] | |

| Other property income | | | [removed: 11,573] [added: 14,651] | | | | [removed: 10,719] [added: 11,573] | | | | [removed: 854] [added: 3,078] | |

| Management, transaction, and other fees | | | [removed: 26,954 | | | | 25,851] [added: 27,874] | | | | [removed: 1,103] [added: 26,954] | |

A stabilized yield for development and redevelopment projects represents the incremental NOI (estimated stabilized NOI less NOI prior to project commencement) divided by the total project costs.

We received a credit rating upgrade to A3 with a stable outlook from Moody's Investors Service, and S&P Global upgraded our outlook to 'Positive' and affirmed the Company's BBB+ credit rating.

We used a portion of the net proceeds to reduce the outstanding balance on the Line and invested the remaining net proceeds in certificates of deposit and short-term U.S. Treasury mutual funds until required for general corporate purposes including the repayment of outstanding debt, as further described below.

All such investments matured within the year.

On June 17, 2024, we repaid $250 million of maturing senior unsecured notes.

On August 12, 2024, we priced a public offering of $325 million of senior unsecured notes due in 2035, with a coupon of 5.1%.

We used the net proceeds from this offering to reduce the outstanding balance on the Line.

At December 31, 2024, we had $1.4 billion available on the Line, which expires on March 23, 2028 unless we exercise the available options to extend the maturity for two additional six-month periods, in which case the term will be extended in accordance with any such option exercise.

During November and December 2024, we entered into forward sale agreements with respect to 1,339,377 shares that were purchased in several tranches at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses.

These shares are pledged under forward sale agreements and must be settled within one year of their trade dates, which vary by agreement and are expected to result in net proceeds of approximately $100 million.

Proceeds from the issuance of shares are expected to be used to fund acquisitions of operating properties, to fund developments and redevelopments, and for general corporate purposes.

No shares have been settled through December 31, 2024.

| New | | | 39 | | | | 952 | | | $ | 20.06 | | | $ | 61.64 | | | $ | 6.77 | |

| Renewal | | | 153 | | | | 4,778 | | | | 18.48 | | | | 0.72 | | | | 0.09 | |

| Total Anchor Space Leases | | | 192 | | | | 5,730 | | | $ | 18.76 | | | $ | 11.74 | | | $ | 1.30 | |

| New | | | 598 | | | | 1,415 | | | $ | 39.91 | | | $ | 44.11 | | | $ | 14.58 | |

| Renewal | | | 1,242 | | | | 2,714 | | | | 38.39 | | | | 2.52 | | | | 0.65 | |

| Total Shop Space Leases | | | 1,840 | | | | 4,129 | | | $ | 38.92 | | | $ | 16.98 | | | $ | 5.49 | |

| Total Leases | | | 2,032 | | | | 9,859 | | | $ | 27.19 | | | $ | 13.93 | | | $ | 3.05 | |

*Diversification and Concentration of Tenant Risk*

We seek to reduce our risk by limiting concentration.

For example, we utilize geographic diversification, as described in "Item 2.

| | | December 31, 2024 | | | | | | | | | | |

| Publix | | | 67 | | | | 6.0 | % | | | 2.9 | % |

| Kroger Co. (2) | | | 52 | | | | 6.0 | % | | | 2.6 | % |

In October 2022, Kroger Co. and Albertsons Companies, Inc. announced a proposed merger, and in September 2023, an agreement for a separate transaction was announced to divest certain assets of each company to a third party, C&S Wholesale Grocers.

The proposed merger was terminated in the fourth quarter of 2024 after adverse court rulings that enjoined the transaction primarily due to antitrust issues.

For a discussion and analysis of the year ended December 31, 2023, compared to the same period in 2022, see "Part II, Item 7.

| Total revenues | | $ | 1,453,904 | | | | 1,322,466 | | | | 131,438 | |

Lease income increased by $127.4 million primarily due to the following:

$89.5 million increase in Base rent, mainly driven by the following:

$7.4 million increase due to redevelopment projects that commenced operations in 2024.

$4.4 million decrease due to dispositions of operating properties.

$2.3 million increase driven by the acquisition of other operating properties in 2023 and 2024 and rent commencements at development properties; partially offset by

$1.0 million decrease from dispositions of operating properties.

$2.8 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, which reduced our adjustment in the comparative period.

$3.0 million increase in Other lease income primarily due to:

$5.1 million increase driven by acquisition of UBP; partially offset by

$2.1 million decrease mainly due to lease termination fee income recognized in the comparative period.

$9.5 million increase in Straight-line rent mainly due to:

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.

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

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 | | | 24 | | | | 632 | | | $ | 15.09 | | | $ | 24.36 | | | $ | 5.32 | |

| Renewal | | | 108 | | | | 3,252 | | | | 16.36 | | | | 1.07 | | | | 0.23 | |

| Total Anchor Space Leases | | | 132 | | | | 3,884 | | | $ | 16.16 | | | $ | 4.86 | | | $ | 1.06 | |

| New | | | 562 | | | | 1,058 | | | $ | 37.55 | | | $ | 36.17 | | | $ | 11.48 | |

| Renewal | | | 1,287 | | | | 2,395 | | | | 35.94 | | | | 1.66 | | | | 0.77 | |

| Total Shop Space Leases | | | 1,849 | | | | 3,453 | | | $ | 36.44 | | | $ | 12.23 | | | $ | 4.05 | |

| Total Leases | | | 1,981 | | | | 7,337 | | | $ | 25.70 | | | $ | 8.33 | | | $ | 2.47 | |

*Significant Tenants and Concentrations of Risk*

We seek to reduce our operating and leasing risks through geographic diversification of our properties, as seen in "Item 2.

*Properties*" of this Report.

Under the Line, as further described in note 9 to the Consolidated Financial Statements, we have a variable interest rate that, as of December 31, [removed: 2023,] [added: 2024,] was based upon an annual rate of [removed: SOFR] [added: Secured Overnight Financing Rate ("SOFR")] plus a 0.10% market adjustment ("Adjusted SOFR") plus [removed: 0.865%.][added: an applicable margin of 0.715%.]

SOFR rates charged on our Line change monthly, and the applicable margin on the Line was dependent upon maintaining specific credit [removed: ratings.][added: ratings or leverage targets, as well as meeting specific sustainability target thresholds.]

If our credit ratings were [removed: downgraded,] [added: downgraded or if we fail to meet] the [added: leverage targets or sustainability target thresholds, the] applicable margin on the Line would increase, resulting in higher interest costs.

As of December 31, [removed: 2023] [added: 2024] the interest rate plus applicable margin based on our credit rating ranged from Adjusted SOFR plus [removed: 0.690%] [added: 0.640%] to Adjusted SOFR plus [removed: 1.540%.][added: 1.390%.]

It is uncertain the degree to which capital market volatility and [removed: rising] [added: higher] interest rates will adversely impact the interest rates on any new debt that we may issue.

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: 2023.][added: 2024.]

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: 2023,] [added: 2024,] and are subject to [removed: change on a monthly basis.][added: change.]

In addition, we continually assess the market risk for floating rate debt and believe that [removed: a 1%] [added: an] increase [added: of 100 basis points] in interest rates would decrease future earnings and cash flows by approximately [removed: $1,557,500] [added: $0.7 million] per year based on [removed: $155.8] [added: $74.6] million of floating rate mortgage debt and floating rate line of credit balances outstanding at December 31, [removed: 2023.][added: 2024.]

Further, the table below incorporates only those exposures that exist as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024:]

| (dollars in thousands) | | [removed: 2024 | | | |] 2025 | | | | 2026 | | | | 2027 | | | | 2028 | | | | [added: 2029 | | | |] Thereafter | | | | Total | | | | Fair Value | | |

| Average interest rate for all fixed rate debt (2) | | | [removed: 3.86] [added: 4.09] | % | | | [removed: 3.88] [added: 4.11] | % | | | [removed: 3.88] [added: 4.13] | % | | | [removed: 3.87] [added: 4.25] | % | | | [removed: 3.94] [added: 4.23] | % | | | [removed: 3.86] [added: 4.47] | % | | | | | | | | |

| Average interest rate for all variable rate debt (2) | | | [removed: 5.89] [added: 5.55] | % | | | [removed: 5.89] [added: 5.49] | % | | | [removed: —] [added: 5.48] | % | | | [removed: —] [added: 5.48] | % | | | — | % | | | — | % | | | | | | | | |

Reflects amount of debt maturities during each of the years presented as of December 31, [removed: 2023.][added: 2024.]

For variable rate debt, the rate as of December 31, [removed: 2023,] [added: 2024,] was used to determine the average interest rate for all future periods.

[removed: Consolidated] Financial Statements and Supplementary Data

| Reports of Independent Registered Public Accounting Firm [added: (PCAOB ID No. 185)] | [added: 61] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#rcc_balance_sheet)] [added: 2023](#rcc_balance_sheet)] | [removed: 66] [added: 67] |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#rcc_smts_of_operations)] [added: 2022](#rcc_smts_of_operations)] | [removed: 67] [added: 68] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#rcc_stms_of_comprehensive_inc)] [added: 2022](#rcc_stms_of_comprehensive_inc)] | [removed: 68] [added: 69] |

| [Consolidated Statements of Equity for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#rcc_smts_of_equity)] [added: 2022](#rcc_smts_of_equity)] | [removed: 69] [added: 70] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#rcc_cash_flows)] [added: 2022](#rcc_cash_flows)] | [removed: 71] [added: 73] |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#rclp_balance_sheet)] [added: 2023](#rclp_balance_sheet)] | [removed: 73] [added: 75] |

| [Consolidated Statements of Operations for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#rclp_smts_of_operations)] [added: 2022](#rclp_smts_of_operations)] | [removed: 74] [added: 76] |

| [Consolidated Statements of Comprehensive Income for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#rclp_stms_of_comprehensive_inc)] [added: 2022](#rclp_stms_of_comprehensive_inc)] | [removed: 75] [added: 77] |

| [Consolidated Statements of Capital for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#rclp_smts_of_capital)] [added: 2022](#rclp_smts_of_capital)] | [removed: 76] [added: 78] |

| [Consolidated Statements of Cash Flows for the years ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021](#rclp_cash_flows)] [added: 2022](#rclp_cash_flows)] | [removed: 78] [added: 80] |

| [Notes to Consolidated Financial Statements](#notes) | [removed: 80] [added: 82] |

| [Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, [removed: 2023](#schedule_iii)] [added: 2024](#schedule_iii)] | [removed: 115] [added: 0] |

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 16, 2024] [added: 14, 2025] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that: (1) [removed: relate] [added: relates] 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 [added: a] critical audit [removed: matters] [added: matter] 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: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

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: $10.8] [added: $10.7] billion as of December 31, [removed: 2023.][added: 2024.]

inquired [removed: about] [added: of] the Company’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities

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

We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] 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: 16, 2024] [added: 14, 2025] expressed an unqualified opinion on those consolidated financial statements.

| Fixed rate debt (1) | | $ | 308,465 | | | | 357,768 | | | | 754,572 | | | | 341,882 | | | | 481,406 | | | | 2,123,633 | | | | 4,367,726 | | | | 4,131,301 | |

| Variable rate SOFR debt (1) | | $ | 3,870 | | | | 120 | | | | 120 | | | | 70,525 | | | | — | | | | — | | | | 74,635 | | | | 74,795 | |

February 14, 2025

February 14, 2025

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates 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 a critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $10.7 billion as of December 31, 2024.

February 14, 2025

February 14, 2025

| Commitments and contingencies | | | — | | | | — | |

| Accumulated other comprehensive gain (loss) | | | 2,226 | | | | (1,308 | ) |

| Net income attributable to common shareholders: | | | | | | | | | | | | |

The accompanying notes are an integral part of the consolidated financial statements.

For the years ended December 31, 2024, 2023, and 2022

The accompanying notes are an integral part of the consolidated financial statements.

For the years ended December 31, 2024, 2023, and 2022

| Preferred stock (Series A: $0.781250 per share/unit; Series B: $0.734400 per share/unit) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5,057 | ) | | | (5,057 | ) | | | — | | | | — | | | | — | | | | (5,057 | ) |

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

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

| | | Shareholders' Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | Noncontrolling Interests | | | | | | | | | | | | | | |

| | | Preferred Stock | | | | Common Stock | | | | Treasury Stock | | | | Additional Paid In Capital | | | | Accumulated Other Comprehensive Loss | | | | Distributions in Excess of Net Income | | | | Total Shareholders' Equity | | | | Exchangeable Operating Partnership Units | | | | Limited Partners' Interest in Consolidated Partnerships | | | | Total Noncontrolling Interests | | | | Total Equity | | |

| Balance at December 31, 2023 | | $ | 225,000 | | | | 1,846 | | | | (25,488 | ) | | | 8,704,240 | | | | (1,308 | ) | | | (1,871,603 | ) | | | 7,032,687 | | | | 42,195 | | | | 117,053 | | | | 159,248 | | | | 7,191,935 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 400,388 | | | | 400,388 | | | | 2,338 | | | | 7,114 | | | | 9,452 | | | | 409,840 | |

| Other comprehensive income before reclassification | | | — | | | | — | | | | — | | | | — | | | | 11,845 | | | | — | | | | 11,845 | | | | 70 | | | | 576 | | | | 646 | | | | 12,491 | |

| Adjustment for noncontrolling interests | | | — | | | | — | | | | — | | | | (10,833 | ) | | | — | | | | — | | | | (10,833 | ) | | | 2,119 | | | | 8,714 | | | | 10,833 | | | | — | |

| Common stock repurchased and retired | | | — | | | | (33 | ) | | | — | | | | (200,033 | ) | | | — | | | | — | | | | (200,066 | ) | | | — | | | | — | | | | — | | | | (200,066 | ) |

| Contributions from partners | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,679 | | | | 14,679 | | | | 14,679 | |

| Dividends declared: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Preferred stock (Series A: $1.562500 per share/unit; Series B: $1.468800 per share/unit) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (13,650 | ) | | | (13,650 | ) | | | — | | | | — | | | | — | | | | (13,650 | ) |

| Common stock/unit ($2.715 per share/unit) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (495,211 | ) | | | (495,211 | ) | | | (5,193 | ) | | | — | | | | (5,193 | ) | | | (500,404 | ) |

| Balance at December 31, 2024 | | $ | 225,000 | | | | 1,814 | | | | (28,045 | ) | | | 8,503,227 | | | | 2,226 | | | | (1,980,076 | ) | | | 6,724,146 | | | | 40,744 | | | | 135,417 | | | | 176,161 | | | | 6,900,307 | |

For the years ended December 31, 2024, 2023, and 2022

| Net income | | $ | 409,840 | | | | 370,867 | | | | 488,035 | |

| Depreciation and amortization | | | 394,714 | | | | 352,282 | | | | 319,697 | |

| Proceeds from property insurance casualty claims | | | 5,286 | | | | — | | | | — | |

| Contributions from noncontrolling interests | | | 6,789 | | | | 10,238 | | | | — | |

| Distributions to and redemptions of noncontrolling interests | | | (12,185 | ) | | | (7,813 | ) | | | (7,245 | ) |

| Repayment of fixed rate unsecured notes | | | (250,000 | ) | | | — | | | | — | |

| Proceeds from issuance of fixed rate unsecured notes, net of debt discount | | | 722,860 | | | | — | | | | — | |

The accompanying notes are an integral part of the consolidated financial statements.

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%.

Our interest rate risk is monitored using a variety of techniques.

If we increase our line of credit balance in the future, additional decreases to future earnings and cash flows could occur.

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

| Variable rate SOFR debt (1) | | $ | — | | | | 155,750 | | | | — | | | | — | | | | — | | | | — | | | | 155,750 | | | | 155,734 | |

(1)

(2)

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

*Acquisition of Urstadt Biddle Properties, Inc.*

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

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.

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.

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.

| Balance at December 31, 2020 | | $ | — | | | | 1,697 | | | | (24,436 | ) | | | 7,792,082 | | | | (18,625 | ) | | | (1,765,806 | ) | | | 5,984,912 | | | | 35,727 | | | | 37,508 | | | | 73,235 | | | | 6,058,147 | |

| Net income | | | — | | | | — | | | | — | | | | — | | | | — | | | | 361,411 | | | | 361,411 | | | | 1,615 | | | | 3,262 | | | | 4,877 | | | | 366,288 | |

| Other comprehensive income before reclassification | | | — | | | | — | | | | — | | | | — | | | | 4,603 | | | | — | | | | 4,603 | | | | 23 | | | | 360 | | | | 383 | | | | 4,986 | |

| Common stock issued, net of issuance costs | | | — | | | | 13 | | | | — | | | | 82,497 | | | | — | | | | — | | | | 82,510 | | | | — | | | | — | | | | — | | | | 82,510 | |

| Common stock/unit ($2.410 per share) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (410,419 | ) | | | (410,419 | ) | | | (1,836 | ) | | | — | | | | (1,836 | ) | | | (412,255 | ) |

| Settlement of derivative instruments | | | — | | | | — | | | | (2,472 | ) |

| Distributions to limited partners in consolidated partnerships | | | (7,813 | ) | | | (7,245 | ) | | | (4,345 | ) |

| Common stock issued under dividend reinvestment plan | | $ | 622 | | | | 524 | | | | 1,286 | |

| Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership | | $ | — | | | | 6,266 | | | | — | |

| Common stock issued for dividend reinvestment in trust | | $ | 1,193 | | | | 1,126 | | | | 1,084 | |

| Contribution of stock awards into trust | | $ | 2,080 | | | | 2,250 | | | | 1,416 | |

| Distribution of stock held in trust | | $ | 2,245 | | | | 786 | | | | 3,647 | |

| Preferred unit distributions and issuance costs | | | (5,057 | ) | | | — | | | | — | |

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

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

| Balance at December 31, 2020 | | $ | 6,003,537 | | | | 35,727 | | | | (18,625 | ) | | | 6,020,639 | | | | 37,508 | | | | 6,058,147 | |

As of December 31, [removed: 2023,] [added: 2024,] we had full or partial [added: equity] ownership interests in 482 properties, primarily anchored by market leading grocery stores, encompassing [removed: 56.8] [added: 57.3] million square feet ("SF") of gross leasable area ("GLA").

Our Pro-rata share of this GLA is [removed: 48.6] [added: 48.8] million square feet, including our share of properties owned through unconsolidated real estate partnerships.

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

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

Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile; [added: and]

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

[removed: Engage] [added: Attract, retain,] and [removed: retain] [added: engage] an exceptional [removed: and diverse] team [added: with a range of skills and experiences] that is guided by our [removed: strong values,] [added: values] while fostering an environment of innovation and continuous improvement.

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

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

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

As of December 31, [removed: 2023,] [added: 2024,] we had [removed: 497] [added: 500] employees, including 5 part-time employees.

The goals of this strategy are to attract, recruit, and retain a [removed: diverse] [added: talented] group of employees to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term [added: strategic, operational and financial] success of the organization.

[removed: *Diversity, Equity, and Inclusion] [added: *Culture] -* We believe that much of our success is rooted in [removed: the diversity and inclusion of] our teams and our commitment to a [removed: diverse] [added: vibrant] and [removed: inclusive] [added: welcoming] culture.

We continue to foster a culture in which everyone is respected, valued, and has an [removed: equal] opportunity to contribute and thrive.

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

*Training and [removed: Development*–] [added: Development* –] We strive to provide an environment where our people are connected to their teams, passionate about what they do, and supported to deliver their best efforts and results.

*Our Communities* – Our predominately grocery-anchored neighborhood and community shopping centers provide many benefits to the communities in which we live and work, including significant local economic [removed: impacts] [added: impact] in the form of investment, jobs, and taxes.

Our local teams are passionate about investing in and engaging with our communities as they customize and [removed: cultivate] [added: curate] our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience.

Throughout [removed: 2023,] [added: 2024,] Regency supported its employees to serve and invest in community organizations through volunteer and financial support.

To continue to strive for the best achievable mix of skills, experience, backgrounds, tenures, [removed: and] competencies, [removed: including gender, ethnicity, age,] and other [added: personal and professional] attributes, Regency’s Board of Directors annually reviews its overall composition and succession planning [removed: process.][added: process to ensure that it aligns with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.]

*Environmental Stewardship* – We believe sustainability [added: of our assets, business, and the environment for the long term] is in the best interest of our investors, tenants, employees, and the communities in which we [removed: operate, and we strive to integrate sustainable practices throughout our business.][added: operate.]

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

Throughout [removed: 2023,] [added: 2024,] we continued to make progress towards our target to reduce GHG emissions and collaborate closely with our tenants to minimize their operational environmental impact.

[removed: 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 [added: input from] our [removed: proactive] [added: investors and tenants, and our] stance in addressing environmental challenges and contributing to a [removed: more] sustainable future.

Regency’s progress towards these targets, together with our [removed: strategy and efforts influenced by climate change,] [added: overall sustainability strategy,] are further described in our [removed: 2022] [added: 2023] Corporate Responsibility [removed: Report.][added: Report, which report is not incorporated by reference hereto.]

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

Regency wants to ensure that our properties can safely, sustainably, [removed: and] responsibly [added: and profitably] withstand the test of time.

Changes to such [added: requirements, or the interpretation of such] requirements [added: by applicable regulatory bodies or the judiciary,] may result in unanticipated material financial impacts or adverse tax consequences and could materially affect our operating results and financial condition.

Under the Internal Revenue Code (the "Code"), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each [removed: year.][added: year, excluding any net capital gains.]

To the extent any environmental issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, [added: automotive repair shops,] and other similar businesses at our centers, as well as the presence of asbestos in some structures.

| Martin E. Stein, Jr. | | [removed: 71] [added: 72] | | Executive Chairman of the Board of Directors | 2020 (1) |

| Lisa Palmer | | [removed: 56] [added: 57] | | President and Chief Executive Officer | 2020 (2) |

| Michael J. Mas | | [removed: 48] [added: 49] | | Executive Vice President, Chief Financial Officer | 2019 (3) |

| Alan T. Roth | | [removed: 48] [added: 49] | | East Region President & Chief Operating Officer | 2023 (4) |

| Nicholas A. Wibbenmeyer | | [removed: 43] [added: 44] | | West Region President & Chief Investment Officer | 2023(5) |

Mr. Mas [removed: assumed the responsibilities of] [added: was named] Executive Vice President, Chief Financial Officer effective August 2019.

[added: Mr.] Roth was named East Region President & Chief Operating Officer, effective January 1, 2024.

[added: Mr.] Wibbenmeyer was named West Region President & Chief Investment Officer, effective January 1, 2024.

[removed: All of our] [added: Our] filings with the SEC can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all [added: related amendments, excluding exhibits, free of charge upon request.]

Pursue investor and business-driven ESG-related practices; and

This is essential for our business and our tenants' businesses.

With respect to each of these four pillars:

Our strategy focuses on promoting and advancing high-quality skills and experiences across our organization.

We are continually reinvesting in our centers, to enhance placemaking and the overall environment for our tenants and shoppers.

We continue to integrate sustainable practices that aim to promote environmental stewardship and resilience throughout our business operations.

In addition, the Company has established targets to enhance energy

Our non-GAAP measures include the following:

*Adjusted Funds From Operations ("AFFO")* is an additional performance measure we use that reflects cash available to fund the Company’s business needs and distribution to shareholders.

AFFO is calculated by adjusting Core Operating Earnings ("COE") for (i) capital expenditures necessary to maintain and lease our portfolio of properties, (ii) debt cost and derivative adjustments and (iii) stock-based compensation.

Management believes that NOI is a useful measure for investors because it provides insight into the core operations and performance of our properties, independent of the capital structure, financing activities, and non-operating factors.

By focusing on property-level performance, NOI allows investors to compare the performance of our real estate assets across periods and with those of other REIT peers in the industry, facilitating a clearer understanding of trends in occupancy, rental income, and operating expense management.

In addition to its relevance for investors, management uses NOI as a key performance metric in making operational and strategic decisions.

NOI is used to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments.

These decisions may include acquisitions, redevelopments, and investments in capital improvements.

expenses do not represent our legal claim to such items.

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.”

Pursue best-in-class ESG programs and practices; and

Attract, retain, and engage an exceptional and diverse team that is guided by our values while fostering an environment of innovation and continuous improvement.

In 2023, we continued implementing our comprehensive diversity, equity, and inclusion ("DEI") strategy focused on promoting and advancing diversity across our 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.

We remain focused on building a workforce that represents the many tenants and visitors to our centers we serve and the communities in which we operate.

Our most recent U.S. Equal Employment Opportunity Commission EEO-1 survey data can be found on our website, including additional information related to employee gender and ethnic diversity.

Furthermore, as part of our strategy, we continued to improve our communities by investing in property enhancements and placemaking at our new and existing shopping centers.

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

Campbell to serve as one of the Regency's directors effective January 15, 2023.

Ms. Campbell’s skill set, background, experience and competencies align with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance.

Mr. Alan T.

Mr. Nicholas A.

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

We offer a dividend reinvestment plan ("DRIP") that enables our shareholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares.

For more information, contact Broadridge toll free at (877) 830-4936 or our Shareholder Relations Department at (904) 598-7000.

Annual Meeting of Shareholders

Our 2024 annual meeting of shareholders is currently expected to be held on Wednesday, May 1, 2024, and will be conducted in a virtual-only format to the extent permitted by applicable law.

*Fixed Charge Coverage Ratio* is defined as Operating EBITDA*re* divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.

*Nareit EBITDAre* is a measure of REIT performance, which the National Association of Real Estate Investment Trusts ("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax

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.

*Operating EBITDAre* begins with Nareit EBITDAre and excludes certain non-cash components of earnings derived from straight-line rents and above and below market rent amortization.

We provide a reconciliation of Net income to Nareit EBITDAre to Operating EBITDAre.

See Note [removed: 16] [added: 17] - Commitments and Contingencies in the Notes for discussion regarding material legal proceeds and contingencies.

For the fiscal year ended December 31, [removed: 2023][added: 2024]

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial [removed: statements.1][added: statements.]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to Section [removed: 240.10D-1(b).1][added: 240.10D-1(b).]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the [removed: registrants'] [added: registrant's] most recently completed second fiscal quarter.

Regency Centers Corporation [removed: $10.5] [added: $11.2] billion Regency Centers, L.P. N/A

The number of shares outstanding of the Regency Centers Corporation’s common stock was [removed: 184,578,554] [added: 181,365,237] as of February [removed: 15, 2024.][added: 11, 2025.]

Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming [removed: 2024] [added: 2025] Annual Meeting of 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: 2023,] [added: 2024,] of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries.

The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent [removed: Company and] [added: Company,] the Operating [removed: Partnership,] [added: Partnership and their controlled subsidiaries,] collectively.

As of December 31, [removed: 2023,] [added: 2024,] the Parent Company owned approximately 99.4% of the Common Units in the Operating Partnership.

Except for $200 million of unsecured private placement debt, the Parent Company does not [added: directly] hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership.

These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred [removed: Units][added: 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 [added: the] general partner in the accompanying consolidated financial statements of the Operating Partnership.

| 1. | [Business](#item_1_business) | [removed: 1] [added: 2] |

| 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: 9] [added: 8] |

| 8. | [removed: [Consolidated Financial] [added: [Financial] Statements and Supplementary Data](#item_8_financial_stmts_notes) | [removed: 59] [added: 60] |

| 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 126] [added: 128] |

| 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 126] [added: 128] |

| 9B. | [Other Information](#item_9b_or_information) | [removed: 127] [added: 129] |

| 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspection](#item_9c_foreign_jurisdictions) | [removed: 128] [added: 129] |

| 10. | [Directors, Executive [removed: Officers,] [added: Officers] and Corporate Governance](#item_10_directors_executives_corp_gov) | [removed: 128] [added: 129] |

| 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 128] [added: 130] |

| 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#item_12_security_ownership_certain_benef) | [removed: 128] [added: 130] |

| 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 128] [added: 130] |

| 14. | [Principal Accountant Fees and Services](#item_14_principal_accountant_fees_servic) | [removed: 129] [added: 130] |

| 15. | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 130] [added: 131] |

| 16. | [Form 10-K Summary](#item_16_form_10k_summary) | [removed: 136] [added: 134] |

| 17. | [Signatures](#signatures) | [removed: 137] [added: 135] |

Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of [removed: risks and uncertainties.][added: risk factors, including, without limitation, risk factors relating to:]

When considering an investment in our securities, you should carefully read [added: the risk factors described in Item 1A] and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the Securities and Exchange Commission [removed: ("SEC"), including those made in connection with the Company's acquisition of Urstadt Biddle Properties Inc. (“UBP” or “Urstadt Biddle”).][added: ("SEC").]

The Current Economic and Geopolitical Environments

Pandemics or other Health Crises

Operating Retail-Based Shopping Centers

Real Estate Investments

The Environment Affecting Our Properties

Corporate Matters

Our Partnerships and Joint Ventures

Funding Strategies and Capital Structure

Information Management and Technology

Taxes and the Parent Company’s Qualification as a REIT

The Company’s Stock

As more specifically described in "Item 1A.

Certain forward-looking and other statements in this Annual Report on Form 10-K, or other locations, such as on our corporate website, may also contain references to various environmental, social, and governance ("ESG") standards and frameworks, which are followed by certain of our investors.

These ESG standards and frameworks are often reliant on third-party information or methodologies that are subject to evolving expectations and practices, and our approach to and discussion of these matters may continue to evolve as well.

For example, our disclosures may change due to changes in the expectations of our investors, the requirements of these standards and frameworks, availability of information, our business, and applicable governmental policies, or other factors, some of which may be beyond our control.

1 Per SEC guidance, this blank checkbox is included on this cover page but no disclosure with respect thereto shall be made until the adoption and effectiveness of related stock exchange listing standards.

Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors described in "Item 1A.

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

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 [removed: “Risk Oversight”.][added: "Risk Oversight."]

The Company, through its Chief Information Security Officer [removed: (“CISO”),] [added: ("CISO"),] other Company employees experienced in information network security, and the use of third-party expertise, references various recognized cybersecurity [removed: frameworks.][added: frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework.]

This proactive approach includes [removed: identifying, preventing,] [added: attempts to identify, prevent,] and [removed: mitigating] [added: mitigate] cybersecurity threats, as well as preparing to [added: quickly] respond to cybersecurity incidents [removed: quickly and efficiently] to minimize their impact.

Under the leadership of our CISO and CRC, we [removed: are committed to a continuous evaluation] [added: regularly evaluate] and [removed: enhancement of] [added: enhance] our cybersecurity practices to facilitate adaptation to the constantly evolving landscape of cybersecurity threats.

Since at least January 1, [removed: 2021,] [added: 2022,] we are not aware of any cybersecurity incidents that have materially affected the Company.

The CRC Chair and the CISO provide the Audit Committee with [removed: quarterly] [added: regular] updates.

Nonetheless, we face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

See "Risk Factors – The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data, or of Regency's proprietary or confidential information stored in our information systems or by third parties on our behalf, could impact operations, and expose us to potential liabilities and material adverse financial impact."

| | | December 31, [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| Florida | | | [removed: 88] [added: 86] | | | | [removed: 10,767] [added: 10,558] | | | | [removed: 24.6] [added: 24.2] | % | | | [removed: 95.1] [added: 96.5] | % | | | 88 | | | | [removed: 10,783] [added: 10,767] | | | | [removed: 27.8] [added: 24.6] | % | | | 95.1 | % |

| California | | | [removed: 54] [added: 55] | | | | [removed: 8,300] [added: 8,355] | | | | 19.0 | % | | | [removed: 94.9] [added: 96.0] | % | | | [removed: 53] [added: 54] | | | | [removed: 8,204] [added: 8,300] | | | | [removed: 21.1] [added: 19.0] | % | | | [removed: 93.9] [added: 94.9] | % |

| Connecticut | | | 43 | | | | [removed: 3,702] [added: 3,924] | | | | [removed: 8.5] [added: 8.9] | % | | | [removed: 92.5] [added: 94.1] | % | | | [removed: 14] [added: 43] | | | | [removed: 1,452] [added: 3,702] | | | | [removed: 3.7] [added: 8.5] | % | | | [removed: 91.1] [added: 92.5] | % |

| New York | | | 42 | | | | [removed: 3,399] [added: 3,339] | | | | [removed: 7.8] [added: 7.6] | % | | | [removed: 88.7] [added: 93.3] | % | | | [removed: 16] [added: 42] | | | | [removed: 1,953] [added: 3,399] | | | | [removed: 5.0] [added: 7.8] | % | | | [removed: 89.0] [added: 88.7] | % |

| Texas | | | [removed: 26] [added: 27] | | | | [removed: 3,288] [added: 3,518] | | | | [removed: 7.5] [added: 8.0] | % | | | [removed: 97.3] [added: 96.9] | % | | | [removed: 25] [added: 26] | | | | [removed: 3,239] [added: 3,288] | | | | [removed: 8.3] [added: 7.5] | % | | | [removed: 98.0] [added: 97.3] | % |

| Georgia | | | 22 | | | | [removed: 2,121] [added: 2,125] | | | | 4.8 | % | | | [removed: 94.2] [added: 97.3] | % | | | 22 | | | | [removed: 2,120] [added: 2,121] | | | | [removed: 5.5] [added: 4.8] | % | | | [removed: 92.9] [added: 94.2] | % |

| New Jersey | | | 17 | | | | 1,585 | | | | 3.6 | % | | | [removed: 93.3] [added: 97.0] | % | | | [removed: 2] [added: 17] | | | | [removed: 573] [added: 1,585] | | | | [removed: 1.5] [added: 3.6] | % | | | [removed: 89.2] [added: 93.3] | % |

| Colorado | | | 13 | | | | 1,097 | | | | 2.5 | % | | | [removed: 97.7] [added: 97.9] | % | | | 13 | | | | 1,097 | | | | [removed: 2.8] [added: 2.5] | % | | | [removed: 96.6] [added: 97.7] | % |

| North Carolina | | | 10 | | | | [removed: 1,221] [added: 1,226] | | | | 2.8 | % | | | [removed: 98.1] [added: 98.5] | % | | | 10 | | | | [removed: 1,222] [added: 1,221] | | | | [removed: 3.2] [added: 2.8] | % | | | [removed: 98.2] [added: 98.1] | % |

| Washington | | | 10 | | | | 962 | | | | 2.2 | % | | | [removed: 96.0] [added: 96.3] | % | | | 10 | | | | [removed: 963] [added: 962] | | | | [removed: 2.5] [added: 2.2] | % | | | [removed: 97.3] [added: 96.0] | % |

| Massachusetts | | | [removed: 9] [added: 8] | | | | [removed: 996] [added: 898] | | | | [removed: 2.3] [added: 2.0] | % | | | [removed: 98.5] [added: 97.4] | % | | | [removed: 8] [added: 9] | | | | [removed: 897] [added: 996] | | | | 2.3 | % | | | [removed: 97.6] [added: 98.5] | % |

| Ohio | | | 8 | | | | [removed: 1,221] [added: 1,224] | | | | 2.8 | % | | | [removed: 98.8] [added: 98.7] | % | | | 8 | | | | [removed: 1,224] [added: 1,221] | | | | [removed: 3.2] [added: 2.8] | % | | | [removed: 96.7] [added: 98.8] | % |

| Oregon | | | 7 | | | | 741 | | | | 1.7 | % | | | [removed: 95.0] [added: 95.3] | % | | | 7 | | | | [removed: 742] [added: 741] | | | | [removed: 1.9] [added: 1.7] | % | | | [removed: 94.6] [added: 95.0] | % |

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

| Virginia | | | 6 | | | | [removed: 939] [added: 943] | | | | 2.1 | % | | | [removed: 97.7] [added: 98.3] | % | | | 6 | | | | 939 | | | | [removed: 2.4] [added: 2.1] | % | | | [removed: 93.4] [added: 97.7] | % |

| Pennsylvania | | | 4 | | | | [removed: 443] [added: 447] | | | | 1.0 | % | | | [removed: 99.5] [added: 97.3] | % | | | 4 | | | | 443 | | | | [removed: 1.1] [added: 1.0] | % | | | [removed: 98.7] [added: 99.5] | % |

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

| Tennessee | | | 3 | | | | 314 | | | | 0.7 | % | | | [removed: 99.5] [added: 100.0] | % | | | 3 | | | | 314 | | | | [removed: 0.8] [added: 0.7] | % | | | [removed: 99.1] [added: 99.5] | % |

| Maryland | | | 2 | | | | [removed: 244] [added: 289] | | | | [removed: 0.6] [added: 0.7] | % | | | 89.9 | % | | | 2 | | | | [removed: 250] [added: 244] | | | | 0.6 | % | | | [removed: 94.4] [added: 89.9] | % |

| Minnesota | | | 2 | | | | 246 | | | | 0.6 | % | | | [removed: 100.0] [added: 84.4] | % | | | 2 | | | | 246 | | | | 0.6 | % | | | 100.0 | % |

| Indiana | | | 1 | | | | [removed: 279] [added: 289] | | | | [removed: 0.6] [added: 0.7] | % | | | 100.0 | % | | | 1 | | | | 279 | | | | [removed: 0.7] [added: 0.6] | % | | | 100.0 | % |

| Delaware | | | 1 | | | | 229 | | | | 0.5 | % | | | [removed: 96.2] [added: 97.1] | % | | | 1 | | | | [removed: 230] [added: 229] | | | | [removed: 0.6] [added: 0.5] | % | | | [removed: 94.5] [added: 96.2] | % |

| Michigan | | | [removed: 1] [added: —] | | | | [removed: 97] [added: —] | | | | [removed: 0.2] [added: 0.0] | % | | | [removed: 74.0] [added: 0.0] | % | | | 1 | | | | 97 | | | | [removed: 0.3] [added: 0.2] | % | | | 74.0 | % |

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

| Total | | | [removed: 381] [added: 379] | | | | [removed: 43,758] [added: 43,876] | | | | 100.0 | % | | | [removed: 94.9] [added: 96.2] | % | | | [removed: 308] [added: 381] | | | | [removed: 38,834] [added: 43,758] | | | | 100.0 | % | | | 94.8 | % |

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is [removed: $24.67] [added: $25.56] and [removed: $23.95] [added: $24.67] per square foot ("PSF") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

| California | | | 17 | | | | [removed: 2,320] [added: 2,319] | | | | [removed: 17.8] [added: 17.4] | % | | | 98.4 | % | | | 17 | | | | 2,320 | | | | [removed: 18.9] [added: 17.8] | % | | | [removed: 97.4] [added: 98.4] | % |

| Virginia | | | 14 | | | | 1,982 | | | | [removed: 15.2] [added: 14.8] | % | | | [removed: 92.7] [added: 94.1] | % | | | [removed: 15] [added: 14] | | | | [removed: 2,082] [added: 1,982] | | | | [removed: 16.9] [added: 15.2] | % | | | [removed: 93.9] [added: 92.7] | % |

| Maryland | | | 9 | | | | 848 | | | | [removed: 6.5] [added: 6.3] | % | | | [removed: 96.0] [added: 96.1] | % | | | 9 | | | | [removed: 849] [added: 848] | | | | [removed: 6.9] [added: 6.5] | % | | | [removed: 96.3] [added: 96.0] | % |

| North Carolina | | | 7 | | | | [removed: 1,237] [added: 1,240] | | | | [removed: 9.5] [added: 9.2] | % | | | [removed: 97.9] [added: 98.3] | % | | | 7 | | | | [removed: 1,197] [added: 1,237] | | | | [removed: 9.7] [added: 9.5] | % | | | [removed: 95.5] [added: 97.9] | % |

| Washington | | | 7 | | | | 874 | | | | [removed: 6.7] [added: 6.5] | % | | | [removed: 98.0] [added: 95.6] | % | | | 7 | | | | 874 | | | | [removed: 7.1] [added: 6.7] | % | | | [removed: 97.4] [added: 98.0] | % |

| Colorado | | | 6 | | | | 858 | | | | [removed: 6.6] [added: 6.4] | % | | | [removed: 95.5] [added: 96.9] | % | | | 6 | | | | 858 | | | | [removed: 7.0] [added: 6.6] | % | | | [removed: 93.3] [added: 95.5] | % |

| Florida | | | 6 | | | | 669 | | | | [removed: 5.1] [added: 5.0] | % | | | [removed: 99.0] [added: 98.4] | % | | | 6 | | | | [removed: 663] [added: 669] | | | | [removed: 5.4] [added: 5.1] | % | | | [removed: 99.4] [added: 99.0] | % |

| Pennsylvania | | | 6 | | | | [removed: 669] [added: 664] | | | | [removed: 5.1] [added: 4.9] | % | | | [removed: 96.0] [added: 97.3] | % | | | 6 | | | | 669 | | | | [removed: 5.4] [added: 5.1] | % | | | [removed: 84.5] [added: 96.0] | % |

| New York | | | 5 | | | | 786 | | | | [removed: 6.0] [added: 5.8] | % | | | [removed: 98.0] [added: 96.6] | % | | | [removed: 1] [added: 5] | | | | [removed: 141] [added: 786] | | | | [removed: 1.2] [added: 6.0] | % | | | [removed: 100.0] [added: 98.0] | % |

| Illinois | | | 5 | | | | 777 | | | | [removed: 5.9] [added: 5.8] | % | | | [removed: 98.6] [added: 99.7] | % | | | [removed: 4] [added: 5] | | | | [removed: 690] [added: 777] | | | | [removed: 5.6] [added: 5.9] | % | | | [removed: 91.9] [added: 98.6] | % |

| Texas | | | [removed: 5] [added: 6] | | | | [removed: 741] [added: 959] | | | | [removed: 5.7] [added: 7.1] | % | | | [removed: 97.1] [added: 95.4] | % | | | 5 | | | | [removed: 742] [added: 741] | | | | [removed: 6.0] [added: 5.7] | % | | | [removed: 94.4] [added: 97.1] | % |

| New Jersey | | | 4 | | | | [removed: 301] [added: 300] | | | | [removed: 2.3] [added: 2.2] | % | | | [removed: 85.4] [added: 91.1] | % | | | [removed: 3] [added: 4] | | | | [removed: 224] [added: 301] | | | | [removed: 1.8] [added: 2.3] | % | | | [removed: 81.8] [added: 85.4] | % |

| Minnesota | | | 3 | | | | [removed: 423] [added: 422] | | | | [removed: 3.2] [added: 3.1] | % | | | [removed: 98.7] [added: 99.2] | % | | | 3 | | | | 423 | | | | [removed: 3.4] [added: 3.2] | % | | | [removed: 98.3] [added: 98.7] | % |

| | | December 31, 2024 | | | | | | | | | | | | | | | | December 31, 2023 | | | | | | | | | | | | | | |

| Rhode Island | | | 1 | | | | 159 | | | | 1.2 | % | | | 97.0 | % | | | — | | | | — | | | | 0.0 | % | | | 0.0 | % |

| Publix | | | 2,925 | | | | 6.0 | % | | $ | 34,154 | | | | 2.9 | % | | | 67 | |

| Albertsons Companies, Inc. | | | 2,112 | | | | 4.3 | % | | | 33,169 | | | | 2.8 | % | | | 52 | |

| Kroger Co. | | | 2,933 | | | | 6.0 | % | | | 30,658 | | | | 2.6 | % | | | 52 | |

| Ahold Delhaize | | | 924 | | | | 1.9 | % | | | 22,920 | | | | 1.9 | % | | | 20 | |

| CVS | | | 762 | | | | 1.6 | % | | | 20,507 | | | | 1.7 | % | | | 63 | |

| Trader Joe's | | | 311 | | | | 0.6 | % | | | 11,194 | | | | 0.9 | % | | | 30 | |

| H.E. Butt Grocery Company | | | 656 | | | | 1.3 | % | | | 9,400 | | | | 0.8 | % | | | 8 | |

| Bank of America | | | 149 | | | | 0.3 | % | | | 8,487 | | | | 0.7 | % | | | 40 | |

| Target | | | 771 | | | | 1.6 | % | | | 8,485 | | | | 0.7 | % | | | 7 | |

| Five Below | | | 182 | | | | 0.4 | % | | | 5,470 | | | | 0.5 | % | | | 23 | |

| Walmart | | | 677 | | | | 1.4 | % | | | 5,371 | | | | 0.5 | % | | | 7 | |

| Top Tenants | | | 19,236 | | | | 39.4 | % | | $ | 361,539 | | | | 30.3 | % | | | 988 | |

| (1) | | | 138 | | | | 246 | | | | 0.5 | % | | $ | 6,606 | | | | 0.6 | % | | $ | 26.90 | |

| 2025 | | | 1,252 | | | | 3,200 | | | | 7.0 | % | | | 83,958 | | | | 7.3 | % | | | 26.24 | |

| 2026 | | | 1,266 | | | | 5,117 | | | | 11.1 | % | | | 127,533 | | | | 11.1 | % | | | 24.93 | |

| 2027 | | | 1,373 | | | | 6,180 | | | | 13.4 | % | | | 157,864 | | | | 13.7 | % | | | 25.54 | |

| 2028 | | | 1,247 | | | | 5,940 | | | | 12.9 | % | | | 155,907 | | | | 13.5 | % | | | 26.25 | |

| 2029 | | | 1,201 | | | | 6,612 | | | | 14.4 | % | | | 155,483 | | | | 13.5 | % | | | 23.51 | |

| 2030 | | | 558 | | | | 4,389 | | | | 9.5 | % | | | 108,352 | | | | 9.4 | % | | | 24.69 | |

| 2031 | | | 446 | | | | 2,344 | | | | 5.1 | % | | | 62,216 | | | | 5.4 | % | | | 26.55 | |

| 2032 | | | 445 | | | | 2,007 | | | | 4.4 | % | | | 58,689 | | | | 5.1 | % | | | 29.24 | |

| 2033 | | | 477 | | | | 2,093 | | | | 4.6 | % | | | 60,652 | | | | 5.3 | % | | | 28.97 | |

| 2034 | | | — | | | | 1,787 | | | | 3.9 | % | | | 51,389 | | | | 4.5 | % | | | 28.75 | |

| Thereafter | | | 821 | | | | 6,040 | | | | 13.1 | % | | | 122,195 | | | | 10.6 | % | | | 20.23 | |

| Total | | | 9,224 | | | | 45,955 | | | | 99.9 | % | | $ | 1,150,844 | | | | 100.0 | % | | $ | 25.04 | |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| Oakley Shops at Laurel Fields(7) | | San Francisco-Oakland-Berkeley | | CA | | | | 2024 | | 2024 | | | — | | | | 78 | | | 80.5% | | | 29.02 | | | Safeway |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| Compo Shopping Center | | Bridgeport-Stamford-Norwalk | | CT | | | | 2024 | | 1953 | | | — | | | | 76 | | | 86.2% | | | 53.75 | | | CVS |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| The Shops at Stone Bridge(7) | | New Haven-Milford | | CT | | | | 2024 | | 2024 | | | — | | | | 155 | | | 79.1% | | | 29.79 | | | Whole Foods, TJ Maxx, Barnes & Noble |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

| Property Name | | CBSA (1) | | State | | Owner- ship Interest (2) | | Year Acquired | | Year Constructed or Last Major Renovation | | Mortgages or Encumbrances (in 000's) | | | | Gross Leasable Area (GLA) (in 000's) | | | | Percent Leased (3) | | Average Base Rent PSF (4) | | | | MajorTenant(s) (5) |

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

| Albertsons Companies, Inc. | | | 2,192 | | | | 4.8 | % | | | 33,559 | | | | 3.0 | % | | | 53 | |

| 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 | |

| Trader Joe's | | | 311 | | | | 0.7 | % | | | 11,023 | | | | 1.0 | % | | | 30 | |

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

| H.E. Butt Grocery Company | | | 482 | | | | 1.0 | % | | | 7,376 | | | | 0.7 | % | | | 6 | |

| Target | | | 654 | | | | 1.4 | % | | | 6,790 | | | | 0.6 | % | | | 6 | |

| 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 | |

| 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 | | | \- |

| Tamarac Town Square | | Miami-Ft Lauderdale-PompanoBch | | FL | | | | 2017 | | 1987 | | | — | | | | 125 | | | 84.8% | | | 13.28 | | | Publix, Dollar Tree, Retro Fitness |

| Glengary Shoppes | | North Port-Sarasota-Bradenton | | FL | | | | 2017 | | 1995 | | | — | | | | 93 | | | 97.0% | | | 20.50 | | | Best Buy, Barnes & Noble |

| Star's at Quincy | | Boston-Cambridge-Newton | | MA | | | | 2017 | | 1995 | | | — | | | | 101 | | | 100.0% | | | 23.63 | | | Star Market |

| Fenton Marketplace | | Flint | | MI | | | | 1999 | | 1999 | | | — | | | | 97 | | | 74.0% | | | 9.14 | | | Family Farm & Home |

| Regency Centers Total | | | | | | | | | | | | $ | 2,268,157 | | | | 56,825 | | | 95.1% | | $ | 24.44 | | | |

As of February [removed: 05, 2024,] [added: 07, 2025,] there were [removed: 112,794] [added: 140,467] holders of our common stock.

In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions equal to at least 90% of our real estate investment trust taxable income for the taxable [removed: year.][added: year, excluding any net capital gains.]

Under the [removed: revolving credit agreement] [added: terms] of our Line, in the event of any monetary default, we may not make distributions to 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 [removed: months] [added: month] during the three month period ended December 31, [removed: 2023:][added: 2024:]

Represents shares [removed: repurchased] [added: purchased] to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.

[removed: Our] [added: On July 31, 2024, we announced that our] Board has authorized a [removed: two-year] common stock repurchase program under which we may [removed: purchase, from time to time,] [added: purchase] up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions.

[removed: Our stock repurchase] [added: This] program will expire [removed: February 7, 2025,] [added: on June 30, 2026,] unless modified, extended or earlier terminated by the [removed: Board.][added: Board in its discretion.]

The performance graph furnished below shows Regency's cumulative total shareholder return relative to the S&P 500 Index, the FTSE Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, [removed: 2018.][added: 2019.]

[removed: ][added: ]

There were no unregistered sales of equity securities during the quarter ended December 31, 2024.

| October 1, 2024, through October 31, 2024 | | | — | | | | — | | | $ | — | | | $ | 250,000,000 | |

| November 1, 2024, through November 30, 2024 | | | 145,257 | | | | — | | | $ | 73.77 | | | $ | 250,000,000 | |

| December 1, 2024, through December 31, 2024 | | | — | | | | — | | | $ | — | | | $ | 250,000,000 | |

| | | 12/31/2019 | | | | 12/31/2020 | | | | 12/31/2021 | | | | 12/31/2022 | | | | 12/31/2023 | | | | 12/31/2024 | | |

| Regency Centers Corporation | | $ | 100.00 | | | | 76.09 | | | | 130.41 | | | | 112.72 | | | | 125.99 | | | | 144.73 | |

| S&P 500 | | | 100.00 | | | | 118.40 | | | | 152.39 | | | | 124.79 | | | | 157.59 | | | | 197.02 | |

| FTSE NAREIT Equity REITs | | | 100.00 | | | | 92.00 | | | | 131.78 | | | | 99.67 | | | | 113.35 | | | | 123.25 | |

| FTSE NAREIT Equity Shopping Centers | | | 100.00 | | | | 72.36 | | | | 119.43 | | | | 104.46 | | | | 117.03 | | | | 136.97 | |

During the quarter ended December 31, 2023, the Operating Partnership issued 181,885 exchangeable operating partnership units to partially fund the acquisition of an operating property.

Such units were issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

No underwriting discounts or commissions were paid with respect to such issuances.

| October 1, 2023, through October 31, 2023 | | | — | | | | — | | | $ | — | | | $ | 230,000,011 | |

| November 1, 2023, through November 30, 2023 | | | — | | | | — | | | $ | — | | | $ | 230,000,011 | |

| December 1, 2023, through December 31, 2023 | | | — | | | | — | | | $ | — | | | $ | 230,000,011 | |

| | | 12/31/18 | | | | 12/31/19 | | | | 12/31/20 | | | | 12/31/21 | | | | 12/31/22 | | | | 12/31/23 | | |

| Regency Centers Corporation | | $ | 100.00 | | | | 111.42 | | | | 84.78 | | | | 145.30 | | | | 125.60 | | | | 140.38 | |

| S&P 500 | | | 100.00 | | | | 131.49 | | | | 155.68 | | | | 200.37 | | | | 164.08 | | | | 207.21 | |

| FTSE NAREIT Equity REITs | | | 100.00 | | | | 126.00 | | | | 115.92 | | | | 166.04 | | | | 125.58 | | | | 142.83 | |

| FTSE NAREIT Equity Shopping Centers | | | 100.00 | | | | 125.03 | | | | 90.47 | | | | 149.32 | | | | 130.60 | | | | 146.32 | |

Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that as of December 31, [removed: 2023,] [added: 2024,] the Parent Company's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms.

These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits [added: under the Exchange Act] is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on its evaluation under the framework in *Internal Control - Integrated Framework (2013)*, the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements [added: of the Parent Company] included in this Report and, as part of their audit, has issued a report, included within "Item 8.

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, [removed: 2023 that] [added: 2024 which] have materially affected, or are reasonably likely to materially affect, [removed: our] [added: the Parent Company’s] internal controls over financial reporting.

Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that, as of December 31, [removed: 2023,] [added: 2024,] the Operating Partnership's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms.

These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits [added: under the Exchange Act] is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

Based on its evaluation under the framework in *Internal Control - Integrated Framework (2013)*, the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, [removed: 2023 that] [added: 2024 which] have materially affected, or are reasonably likely to materially affect, [removed: our] [added: the Operating Partnership’s] internal controls over financial reporting.

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Operating Partnership included in this Report and, as part of their audit, has issued a report, included within "Item 8.

Directors, Executive [removed: Officers,] [added: Officers] and Corporate Governance

Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

During the fiscal quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

Code of Ethics

Policy Statement on Insider Trading

We have adopted a Policy Statement on Insider Trading that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards.

A copy of our Policy Statement on Insider Trading is included as Exhibit 19 to this report.

On September 13, 2023, Martin E.

Stein Jr., the Company’s Executive Chairman of the Board of the Company, took the following actions:

(i) Mr. Stein terminated a trading arrangement he had previously adopted with respect to the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”).

Mr. Stein’s Rule 10b5-1 Trading Plan was adopted on February 23, 2023 and, prior to its termination by Mr. Stein, was to expire by its terms on March 31, 2024.

This Rule 10b5-1 Trading Plan provided for the sale of up to 100,000 shares of common stock pursuant to multiple limit orders.

As of the date of termination of this plan, Mr. Stein had not sold any shares of common stock under its terms.

(ii) Mr. Stein adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c).

Mr. Stein’s Rule 10b5-1 Trading Plan, which expires on February 15, 2025, provides for the sale of up to 50,000 shares of common stock pursuant to multiple limit orders.

On December 14, 2023, Mr. Stein sold 25,000 shares of common stock at $68.00 per share in accordance with this Rule 10b5-1 Trading Plan.

Entry into Material Definitive Agreements

Indemnification Agreements

On November 2, 2023, the Company entered into an indemnification agreement (an “Indemnification Agreement”) with each current member of its Board of Directors and each of its executive officers (each being referred to as an “Indemnified Party” and collectively as the “Indemnified Parties”).

These Indemnification Agreements require the Company, among other things, to indemnify and hold harmless its directors and executive officers against claims, lawsuits, proceedings and liabilities (collectively, “Claims”) that may arise by reason of their status or capacity with, or service to, the Company and its subsidiaries, to the fullest extent permitted by the Company’s Articles of Incorporation, Bylaws and the Florida Business Corporation Act.

These Indemnification Agreements also require the Company to advance expenses incurred by the Indemnified Parties in investigating or defending any such Claims, and sets forth various procedures in respect of such advancement and indemnification.

The Indemnification Agreements also require the Company to procure customary directors and officers liability insurance, subject to certain conditions.

The Company believes that these agreements are appropriate and necessary to attract and retain qualified individuals to serve as directors and executive officers.

The foregoing summary of the terms of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the “form of” Indemnification Agreement, a copy of which is incorporated by reference as Exhibit 10(k) herein.

Code of Ethics.

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

| Equity compensation plans approved by security holders | | | [removed: —] [added: 803,789] | | | $ | — | | | | [removed: 4,138,535] [added: 3,779,916] | |

[removed: This column does not include 754,518] [added: Includes] shares that may be issued pursuant to unvested restricted stock and performance share awards.

Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

(as of December 31, 2024)

| Total | | | 803,789 | | | $ | — | | | | 3,779,916 | |

(as of December 31, 2023)

| Total | | | — | | | $ | — | | | | 4,138,535 | |

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

Regency Centers Corporation and Regency Centers, L.P. [removed: 2023] [added: 2024] financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements within "Item 8.

| | | [removed: (d)] | [added: (iv) |] [Amendment [removed: No. 2] to [removed: the Equity Distribution] [added: Severance and Change of Control] Agreement, dated [removed: May 8, 2020,] [added: as of November 6, 2024,] among Regency Centers Corporation, Regency Centers, [removed: L.P., Mizuho Markets Americas LLC] [added: L.P.] and [removed: Mizuho Securities USA LLC] [added: Lisa Palmer] (incorporated by reference to Exhibit [removed: 1.2] [added: 10.1] to the [removed: Company’s] [added: Company's] Form 8-K filed on [removed: May] [added: November] 8, [removed: 2020)](https://www.sec.gov/Archives/edgar/data/910606/000119312520137619/d166682dex12.htm). | |] [added: 2024)](https://www.sec.gov/Archives/edgar/data/910606/000095017024123938/reg-ex10_1.htm)] |