Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

September 30, 2024 and December 31, 2023

(in thousands, except share data)

		2024				2023
Assets		(unaudited)
Net real estate investments:
Real estate assets, at cost		$	13,620,602				13,454,391
Less: accumulated depreciation			2,894,010				2,691,386
Real estate assets, net			10,726,592				10,763,005
Investments in sales-type lease, net			16,056				8,705
Investments in real estate partnerships			387,413				370,605
Net real estate investments			11,130,061				11,142,315
Properties held for sale, net			—				18,878
Cash, cash equivalents, and restricted cash, including $4,822 and $6,383 of restricted cash at September 30, 2024 and December 31, 2023, respectively			114,831				91,354
Tenant and other receivables, net			240,114				206,162
Deferred leasing costs, less accumulated amortization of $128,881 and $124,107 at September 30, 2024 and December 31, 2023, respectively			78,206				73,398
Acquired lease intangible assets, less accumulated amortization of $384,600 and $364,413 at September 30, 2024 and December 31, 2023, respectively			242,529				283,375
Right of use assets, net			323,660				328,002
Other assets			297,178				283,429
Total assets		$	12,426,579				12,426,913
Liabilities and Equity
Liabilities:
Notes payable, net		$	4,365,007				4,001,949
Unsecured credit facility			30,000				152,000
Accounts payable and other liabilities			389,055				358,612
Acquired lease intangible liabilities, less accumulated amortization of $214,684 and $211,067 at September 30, 2024 and December 31, 2023, respectively			372,627				398,302
Lease liabilities			245,107				246,063
Tenants' security, escrow deposits and prepaid rent			80,586				78,052
Total liabilities			5,482,382				5,234,978
Commitments and contingencies			—				—
Equity:
Shareholders' equity:
Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at September 30, 2024 and December 31, 2023 with liquidation preference of $25 per share			225,000				225,000
Common stock $0.01 par value per share, 220,000,000 shares authorized; 181,502,569 and 184,581,070 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively			1,815				1,846
Treasury stock at cost, 473,471 and 448,140 shares held at September 30, 2024 and December 31, 2023, respectively			(27,638	)			(25,488	)
Additional paid-in-capital			8,509,021				8,704,240
Accumulated other comprehensive loss			(5,374	)			(1,308	)
Distributions in excess of net income			(1,935,358	)			(1,871,603	)
Total shareholders' equity			6,767,466				7,032,687
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of $79,212 and $74,199 at September 30, 2024 and December 31, 2023, respectively			40,890				42,195
Limited partners' interests in consolidated partnerships			135,841				117,053
Total noncontrolling interests			176,731				159,248
Total equity			6,944,197				7,191,935
Total liabilities and equity		$	12,426,579				12,426,913

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Revenues:
Lease income		$	349,057				320,921			$	1,050,008				934,180
Other property income			4,444				2,638				11,464				8,459
Management, transaction, and other fees			6,765				7,079				19,896				20,223
Total revenues			360,266				330,638				1,081,368				962,862
Operating expenses:
Depreciation and amortization			100,955				87,505				299,508				253,373
Property operating expense			60,477				59,227				183,242				164,643
Real estate taxes			45,729				40,171				135,514				117,157
General and administrative			25,073				20,903				75,443				71,248
Other operating expenses			3,654				3,533				9,363				4,718
Total operating expenses			235,888				211,339				703,070				611,139
Other expense, net:
Interest expense, net			47,022				38,807				133,068				112,156
Gain on sale of real estate, net of tax			(11,360	)			(184	)			(33,844	)			(515	)
Loss on early extinguishment of debt			—				—				180				—
Net investment (income) loss			(1,372	)			1,020				(4,506	)			(2,449	)
Total other expense, net			34,290				39,643				94,898				109,192
Income before equity in income of investments in real estate partnerships			90,088				79,656				283,400				242,531
Equity in income of investments in real estate partnerships			13,488				12,517				37,763				36,302
Net income			103,576				92,173				321,163				278,833
Noncontrolling interests:
Exchangeable operating partnership units			(593	)			(520	)			(1,836	)			(1,490	)
Limited partners' interests in consolidated partnerships			(1,514	)			(933	)			(5,416	)			(2,560	)
Net income attributable to noncontrolling interests			(2,107	)			(1,453	)			(7,252	)			(4,050	)
Net income attributable to the Company			101,469				90,720				313,911				274,783
Preferred stock dividends			(3,413	)			(1,644	)			(10,239	)			(1,644	)
Net income attributable to common shareholders		$	98,056				89,076			$	303,672				273,139
Net income attributable to common shareholders:
Per common share - basic		$	0.54				0.50			$	1.66				1.58
Per common share - diluted		$	0.54				0.50			$	1.66				1.57

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Net income		$	103,576				92,173			$	321,163				278,833
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			(9,305	)			4,606				2,412				7,327
Reclassification adjustment of derivative instruments included in net income			(2,306	)			(2,161	)			(7,113	)			(5,302	)
Unrealized gain (loss) on available-for-sale debt securities			415				(292	)			295				(215	)
Other comprehensive (loss) income			(11,196	)			2,153				(4,406	)			1,810
Comprehensive income			92,380				94,326				316,757				280,643
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			2,107				1,453				7,252				4,050
Other comprehensive (loss) income attributable to noncontrolling interests			(687	)			54				(340	)			(65	)
Comprehensive income attributable to noncontrolling interests			1,420				1,507				6,912				3,985
Comprehensive income attributable to the Company		$	90,960				92,819			$	309,845				276,658

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the three months ended September 30, 2024 and 2023

(in thousands, except per share data)

(unaudited)

																														Noncontrolling Interests
		Preferred Stock				Common Stock				Treasury Stock				Additional Paid In Capital				Accumulated Other Comprehensive Income				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 June 30, 2023		$	—				1,710				(24,676	)			7,859,249				7,336				(1,803,406	)			6,040,213				54,281				49,292				103,573				6,143,786
Net income			—				—				—				—				—				90,720				90,720				520				933				1,453				92,173
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				—				4,026				—				4,026				25				263				288				4,314
Amounts reclassified from accumulated other comprehensive income			—				—				—				—				(1,927	)			—				(1,927	)			(11	)			(223	)			(234	)			(2,161	)
Deferred compensation plan, net			—				—				(405	)			405				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				—				—				5,465				—				—				5,465				—				—				—				5,465
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				—				125				—				—				125				—				—				—				125
Common stock issued under dividend reinvestment plan			—				—				—				162				—				—				162				—				—				—				162
Common stock issued for partnership units exchanged			—				—				—				198				—				—				198				(198	)			—				(198	)			—
Common stock issued, net of issuance costs			—				136				—				818,408				—				—				818,544				—				—				—				818,544
Issuance of preferred stock			225,000				—				—				—				—				—				225,000				—				—				—				225,000
Contributions from partners			—				—				—				—				—				—				—				—				69,625				69,625				69,625
Distributions to partners			—				—				—				—				—				—				—				—				(3,191	)			(3,191	)			(3,191	)
Cash dividends declared:
Preferred stock (Series A: $0.390625 per share/unit; Series B: $0.367200 per share/unit)			—				—				—				—				—				(1,644	)			(1,644	)			—				—				—				(1,644	)
Common stock ($0.650 per share/unit)			—				—				—				—				—				(119,968	)			(119,968	)			(703	)			—				(703	)			(120,671	)
Balance at September 30, 2023		$	225,000				1,846				(25,081	)			8,684,012				9,435				(1,834,298	)			7,060,914				53,914				116,699				170,613				7,231,527
Balance at June 30, 2024		$	225,000				1,815				(27,234	)			8,502,753				5,135				(1,911,741	)			6,795,728				40,738				126,704				167,442				6,963,170
Net income			—				—				—				—				—				101,469				101,469				593				1,514				2,107				103,576
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				—				(8,357	)			—				(8,357	)			(53	)			(480	)			(533	)			(8,890	)
Amounts reclassified from accumulated other comprehensive income			—				—				—				—				(2,152	)			—				(2,152	)			(14	)			(140	)			(154	)			(2,306	)
Adjustment for noncontrolling interests			—				—				—				(1,305	)			—				—				(1,305	)			1,305				—				1,305				—
Deferred compensation plan, net			—				—				(404	)			404				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				—				—				6,674				—				—				6,674				—				—				—				6,674
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				—				119				—				—				119				—				—				—				119
Common stock issued under dividend reinvestment plan			—				—				—				170				—				—				170				—				—				—				170
Common stock issued for partnership units exchanged			—				—				—				206				—				—				206				(206	)			—				(206	)			—
Contributions from partners			—				—				—				—				—				—				—				—				11,424				11,424				11,424
Distributions to partners			—				—				—				—				—				—				—				—				(3,181	)			(3,181	)			(3,181	)
Cash dividends declared:
Preferred stock (Series A: $0.390625 per share/unit; Series B: $0.367200 per share/unit)			—				—				—				—				—				(3,413	)			(3,413	)			—				—				—				(3,413	)
Common stock ($0.670 per share/unit)			—				—				—				—				—				(121,673	)			(121,673	)			(1,473	)			—				(1,473	)			(123,146	)
Balance at September 30, 2024		$	225,000				1,815				(27,638	)			8,509,021				(5,374	)			(1,935,358	)			6,767,466				40,890				135,841				176,731				6,944,197

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the nine months ended September 30, 2024 and 2023

(in thousands, except per share data)

(unaudited)

																														Noncontrolling Interests
		Preferred Stock				Common Stock				Treasury Stock				Additional Paid In Capital				Accumulated Other Comprehensive Income (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, 2022		$	—				1,711				(24,461	)			7,877,152				7,560				(1,764,977	)			6,096,985				34,489				46,565				81,054				6,178,039
Net income			—				—				—				—				—				274,783				274,783				1,490				2,560				4,050				278,833
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				—				6,596				—				6,596				46				470				516				7,112
Amounts reclassified from accumulated other comprehensive income			—				—				—				—				(4,721	)			—				(4,721	)			(26	)			(555	)			(581	)			(5,302	)
Deferred compensation plan, net			—				—				(620	)			620				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				2				—				14,387				—				—				14,389				—				—				—				14,389
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				—				(7,201	)			—				—				(7,201	)			—				—				—				(7,201	)
Common stock repurchased and retired			—				(3	)			—				(20,003	)			—				—				(20,006	)			—				—				—				(20,006	)
Common stock issued under dividend reinvestment plan			—				—				—				461				—				—				461				—				—				—				461
Common stock issued for partnership units exchanged			—				—				—				198				—				—				198				(198	)			—				(198	)			—
Common stock issued, net of issuance costs			—				136				—				818,398				—				—				818,534				—				—				—				818,534
Issuance of exchangeable operating partnership units			—				—				—				—				—				—				—				20,000				—				20,000				20,000
Issuance of preferred stock			225,000																								225,000				—				—				—				225,000
Contributions from partners			—				—				—				—				—				—				—				—				72,830				72,830				72,830
Distributions to partners			—				—				—				—				—				—				—				—				(5,171	)			(5,171	)			(5,171	)
Cash dividends declared:
Preferred stock (Series A: $0.390625 per share/unit; Series B: $0.367200 per share/unit)			—				—				—				—				—				(1,644	)			(1,644	)			—				—				—				(1,644	)
Common stock ($1.950 per share/unit)			—				—				—				—				—				(342,460	)			(342,460	)			(1,887	)			—				(1,887	)			(344,347	)
Balance at September 30, 2023		$	225,000				1,846				(25,081	)			8,684,012				9,435				(1,834,298	)			7,060,914				53,914				116,699				170,613				7,231,527
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			—				—				—				—				—				313,911				313,911				1,836				5,416				7,252				321,163
Other comprehensive income
Other comprehensive income before reclassification			—				—				—				—				2,585				—				2,585				13				109				122				2,707
Amounts reclassified from accumulated other comprehensive income			—				—				—				—				(6,651	)			—				(6,651	)			(41	)			(421	)			(462	)			(7,113	)
Adjustment for noncontrolling interests			—				—				—				(9,999	)			—				—				(9,999	)			1,305				8,694				9,999				—
Deferred compensation plan, net			—				—				(2,150	)			2,150				—				—				—				—				—				—				—
Restricted stock issued, net of amortization			—				2				—				19,809				—				—				19,811				—				—				—				19,811
Common stock repurchased for taxes withheld for stock based compensation, net			—				—				—				(8,375	)			—				—				(8,375	)			—				—				—				(8,375	)
Common stock repurchased and retired			—				(33	)			—				(200,033	)			—				—				(200,066	)			—				—				—				(200,066	)
Common stock issued under dividend reinvestment plan			—				—				—				494				—				—				494				—				—				—				494
Common stock issued for exchangeable operating partnership units			—				—				—				735				—				—				735				(735	)			—				(735	)			—
Contributions from partners			—				—				—				—				—				—				—				—				14,425				14,425				14,425
Distributions to partners			—				—				—				—				—				—				—				—				(9,435	)			(9,435	)			(9,435	)
Cash dividends declared:
Preferred stock (Series A: $1.171875 per share/unit; Series B: $1.101600 per share/unit)			—				—				—				—				—				(10,239	)			(10,239	)			—				—				—				(10,239	)
Common stock ($2.010 per share/unit)			—				—				—				—				—				(367,427	)			(367,427	)			(3,683	)			—				(3,683	)			(371,110	)
Balance at September 30, 2024		$	225,000				1,815				(27,638	)			8,509,021				(5,374	)			(1,935,358	)			6,767,466				40,890				135,841				176,731				6,944,197

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023

(in thousands)

(unaudited)

		2024				2023
Cash flows from operating activities:
Net income		$	321,163				278,833
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			299,508				253,373
Amortization of deferred financing costs and debt premiums			9,754				5,124
Amortization of above and below market lease intangibles, net			(17,383	)			(21,573	)
Stock-based compensation, net of capitalization			18,829				14,203
Equity in income of investments in real estate partnerships			(37,763	)			(36,302	)
Gain on sale of real estate, net of tax			(33,844	)			(515	)
Loss on early extinguishment of debt			180				—
Distribution of earnings from investments in real estate partnerships			49,987				48,451
Deferred compensation expense			3,615				2,148
Realized and unrealized gain on investments			(4,439	)			(2,252	)
Changes in assets and liabilities:
Tenant and other receivables			(8,736	)			(3,094	)
Deferred leasing costs			(7,643	)			(7,705	)
Other assets			(10,738	)			(7,577	)
Accounts payable and other liabilities			13,881				20,875
Tenants' security, escrow deposits and prepaid rent			2,442				3,696
Net cash provided by operating activities			598,813				547,685
Cash flows from investing activities:
Acquisition of operating real estate			(45,205	)			(2,033	)
Acquisition of UBP, net of cash acquired of $14,143 in 2023			—				(80,488	)
Real estate development and capital improvements			(235,284	)			(158,982	)
Proceeds from sale of real estate			103,626				10,338
Proceeds from property insurance casualty claims			5,257				—
Issuance of notes receivable			(32,651	)			(4,000	)
Collection of notes receivable			3,052				—
Investments in real estate partnerships			(25,771	)			(9,118	)
Return of capital from investments in real estate partnerships			12,859				3,644
Dividends on investment securities			296				571
Acquisition of investment securities			(99,035	)			(5,206	)
Proceeds from sale of investment securities			103,785				13,747
Net cash used in investing activities			(209,071	)			(231,527	)
Cash flows from financing activities:
Net proceeds from common stock issuance			—				4
Repurchase of common shares in conjunction with equity award plans			(8,776	)			(7,653	)
Common shares repurchased through share repurchase program			(200,066	)			(20,006	)
Proceeds from sale of treasury stock			210				62
Contributions from non-controlling interests			6,533				3,167
Distributions to and redemptions of non-controlling interests			(9,435	)
Distributions to exchangeable operating partnership unit holders			(2,215	)			(1,666	)
Dividends paid to common shareholders			(368,999	)			(332,627	)
Dividends paid to preferred shareholders			(10,239	)			—
Repayment of fixed rate unsecured notes			(250,000	)			—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount			722,860				—
Proceeds from unsecured credit facilities			527,419				442,000
Repayment of unsecured credit facilities			(649,419	)			(365,000	)
Proceeds from notes payable			12,000				46,500
Repayment of notes payable			(110,862	)			(60,257	)
Scheduled principal payments			(8,716	)			(7,977	)
Payment of financing costs			(16,560	)			(411	)
Net cash used in financing activities			(366,265	)			(303,864	)
Net increase in cash and cash equivalents and restricted cash			23,477				12,294
Cash and cash equivalents and restricted cash at beginning of the period			91,354				68,776
Cash and cash equivalents and restricted cash at end of the period		$	114,831				81,070

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023

(in thousands)

(unaudited)

		2024				2023
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $4,812 and $4,026 in 2024 and 2023, respectively)		$	137,367				116,686
Cash paid for income taxes, net of refunds		$	7,114				728
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid		$	126,085				122,946
Right of use assets obtained in exchange for new operating lease liabilities		$	1,271				32,002
Sale of leased asset in exchange for net investment in sales-type lease		$	2,846				8,510
UBP Acquisition:
Notes payable assumed in acquisition, at fair value		$	—				284,706
Non-controlling interest assumed in acquisition, at fair value		$	—				64,492
Common stock exchanged for UBP shares		$	—				818,530
Preferred stock exchanged for UBP shares		$	—				225,000
Common stock issued for partnership units exchanged		$	735				199
Reallocation of equity upon acquisition of non-controlling interest		$	8,694				—
Exchangeable operating partnership units issued for acquisition of real estate		$	—				20,000
Change in accrued capital expenditures		$	8,837				20,967
Common stock issued under dividend reinvestment plan		$	494				461
Stock-based compensation capitalized		$	1,383				638
Contributions to investments in real estate partnerships		$	18,242				—
Contributions from limited partners in consolidated partnerships		$	7,891				—
Common stock issued for dividend reinvestment in trust		$	918				905
Contribution of stock awards into trust		$	1,749				1,961
Distribution of stock held in trust		$	476				2,245
Change in fair value of securities		$	295				215

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

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

September 30, 2024 and December 31, 2023

(in thousands, except unit data)

		2024				2023
Assets		(unaudited)
Net real estate investments:
Real estate assets, at cost		$	13,620,602				13,454,391
Less: accumulated depreciation			2,894,010				2,691,386
Real estate assets, net			10,726,592				10,763,005
Investments in sales-type lease, net			16,056				8,705
Investments in real estate partnerships			387,413				370,605
Net real estate investments			11,130,061				11,142,315
Properties held for sale, net			—				18,878
Cash, cash equivalents, and restricted cash, including $4,822 and $6,383 of restricted cash at September 30, 2024 and December 31, 2023, respectively			114,831				91,354
Tenant and other receivables, net			240,114				206,162
Deferred leasing costs, less accumulated amortization of $128,881 and $124,107 at September 30, 2024 and December 31, 2023, respectively			78,206				73,398
Acquired lease intangible assets, less accumulated amortization of $384,600 and $364,413 at September 30, 2024 and December 31, 2023, respectively			242,529				283,375
Right of use assets, net			323,660				328,002
Other assets			297,178				283,429
Total assets		$	12,426,579				12,426,913
Liabilities and Capital
Liabilities:
Notes payable, net		$	4,365,007				4,001,949
Unsecured credit facility			30,000				152,000
Accounts payable and other liabilities			389,055				358,612
Acquired lease intangible liabilities, less accumulated amortization of $214,684 and $211,067 at September 30, 2024 and December 31, 2023, respectively			372,627				398,302
Lease liabilities			245,107				246,063
Tenants' security, escrow deposits and prepaid rent			80,586				78,052
Total liabilities			5,482,382				5,234,978
Commitments and contingencies			—				—
Capital:
Partners' capital:
Preferred units $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstanding, in the aggregate, in Series A and Series B at September 30, 2024 and December 31, 2023 with liquidation preference of $25 per unit			225,000				225,000
General partner's common units, 181,502,569 and 184,581,070 units issued and outstanding at September 30, 2024 and December 31, 2023, respectively			6,547,840				6,808,995
Limited partners' common units, 1,096,659 and 1,107,454 units issued and outstanding at September 30, 2024 and December 31, 2023 respectively			40,890				42,195
Accumulated other comprehensive loss			(5,374	)			(1,308	)
Total partners' capital			6,808,356				7,074,882
Noncontrolling interest: Limited partners' interests in consolidated partnerships			135,841				117,053
Total capital			6,944,197				7,191,935
Total liabilities and capital		$	12,426,579				12,426,913

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

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Revenues:
Lease income		$	349,057				320,921			$	1,050,008				934,180
Other property income			4,444				2,638				11,464				8,459
Management, transaction, and other fees			6,765				7,079				19,896				20,223
Total revenues			360,266				330,638				1,081,368				962,862
Operating expenses:
Depreciation and amortization			100,955				87,505				299,508				253,373
Property operating expense			60,477				59,227				183,242				164,643
Real estate taxes			45,729				40,171				135,514				117,157
General and administrative			25,073				20,903				75,443				71,248
Other operating expenses			3,654				3,533				9,363				4,718
Total operating expenses			235,888				211,339				703,070				611,139
Other expense, net:
Interest expense, net			47,022				38,807				133,068				112,156
Gain on sale of real estate, net of tax			(11,360	)			(184	)			(33,844	)			(515	)
Loss on early extinguishment of debt			—				—				180				—
Net investment (income) loss			(1,372	)			1,020				(4,506	)			(2,449	)
Total other expense, net			34,290				39,643				94,898				109,192
Income before equity in income of investments in real estate partnerships			90,088				79,656				283,400				242,531
Equity in income of investments in real estate partnerships			13,488				12,517				37,763				36,302
Net income			103,576				92,173				321,163				278,833
Limited partners' interests in consolidated partnerships			(1,514	)			(933	)			(5,416	)			(2,560	)
Net income attributable to the Partnership			102,062				91,240				315,747				276,273
Preferred unit distributions			(3,413	)			(1,644	)			(10,239	)			(1,644	)
Net income attributable to common unit holders		$	98,649				89,596			$	305,508				274,629
Net income attributable to common unit holders:
Per common unit - basic		$	0.54				0.50			$	1.66				1.58
Per common unit - diluted		$	0.54				0.50			$	1.66				1.57

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

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Net income		$	103,576				92,173			$	321,163				278,833
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments			(9,305	)			4,606				2,412				7,327
Reclassification adjustment of derivative instruments included in net income			(2,306	)			(2,161	)			(7,113	)			(5,302	)
Unrealized gain (loss) on available-for-sale debt securities			415				(292	)			295				(215	)
Other comprehensive (loss) income			(11,196	)			2,153				(4,406	)			1,810
Comprehensive income			92,380				94,326				316,757				280,643
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests			1,514				933				5,416				2,560
Other comprehensive income (loss) attributable to noncontrolling interests			(620	)			40				(312	)			(85	)
Comprehensive income attributable to noncontrolling interests			894				973				5,104				2,475
Comprehensive income attributable to the Partnership		$	91,486				93,353			$	311,653				278,168

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

REGENCY C****ENTERS, L.P.

Consolidated Statements of Capital

For the three months ended September 30, 2024 and 2023

(in thousands)

(unaudited)

		General Partner Preferred and Common Units				Limited Partners				Accumulated Other Comprehensive Income				Total Partners’ Capital				Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships				Total Capital
Balance at June 30, 2023		$	6,032,877				54,281				7,336				6,094,494				49,292				6,143,786
Net income			90,720				520				—				91,240				933				92,173
Other comprehensive income
Other comprehensive income before reclassification			—				25				4,026				4,051				263				4,314
Amounts reclassified from accumulated other comprehensive loss			—				(11	)			(1,927	)			(1,938	)			(223	)			(2,161	)
Contributions from partners			—				—				—				—				69,625				69,625
Distributions to partners			(119,968	)			(703	)			—				(120,671	)			(3,191	)			(123,862	)
Preferred unit distributions			(1,644	)			—				—				(1,644	)			—				(1,644	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			5,465				—				—				5,465				—				5,465
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs			225,000				—				—				225,000				—				225,000
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			818,544				—				—				818,544				—				818,544
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			287				—				—				287				—				287
Common units exchanged for common stock of Parent Company			198				(198	)			—				—				—				—
Balance at September 30, 2023		$	7,051,479				53,914				9,435				7,114,828				116,699				7,231,527
Balance at June 30, 2024		$	6,790,593				40,738				5,135				6,836,466				126,704				6,963,170
Net income			101,469				593				—				102,062				1,514				103,576
Other comprehensive income
Other comprehensive income before reclassification			—				(53	)			(8,357	)			(8,410	)			(480	)			(8,890	)
Amounts reclassified from accumulated other comprehensive loss			—				(14	)			(2,152	)			(2,166	)			(140	)			(2,306	)
Adjustment for noncontrolling interests			(1,305	)			1,305				—				—				—				—
Contributions from partners			—				—				—				—				11,424				11,424
Distributions to partners			(121,673	)			(1,473	)			—				(123,146	)			(3,181	)			(126,327	)
Preferred unit distributions			(3,413	)			—				—				(3,413	)			—				(3,413	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			6,674				—				—				6,674				—				6,674
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			289				—				—				289				—				289
Common units exchanged for common stock of Parent Company			206				(206	)			—				—				—				—
Balance at September 30, 2024		$	6,772,840				40,890				(5,374	)			6,808,356				135,841				6,944,197

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

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the nine months ended September 30, 2024 and 2023

(in thousands)

(unaudited)

		General Partner Preferred and Common Units				Limited Partners				Accumulated Other Comprehensive Income (Loss)				Total Partners' Capital				Noncontrolling Interests in Limited Partners' Interest in Consolidated Partnerships				Total Capital
Balance at December 31, 2022		$	6,089,425				34,489				7,560				6,131,474				46,565				6,178,039
Net income			274,783				1,490				—				276,273				2,560				278,833
Other comprehensive income
Other comprehensive income before reclassification			—				46				6,596				6,642				470				7,112
Amounts reclassified from accumulated other comprehensive income			—				(26	)			(4,721	)			(4,747	)			(555	)			(5,302	)
Contributions from partners			—				—				—				—				72,830				72,830
Issuance of exchangeable operating partnership units			—				20,000				—				20,000				—				20,000
Distributions to partners			(342,460	)			(1,887	)			—				(344,347	)			(5,171	)			(349,518	)
Preferred unit distributions			(1,644	)											(1,644	)			—				(1,644	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			14,389				—				—				14,389				—				14,389
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs			225,000				—				—				225,000				—				225,000
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company			(20,006	)			—				—				(20,006	)			—				(20,006	)
Common units issued as a result of common stock issued by Parent Company, net of issuance costs			818,534				—				—				818,534				—				818,534
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(6,740	)			—				—				(6,740	)			—				(6,740	)
Common units exchanged for common stock of Parent Company			198				(198	)			—				—				—				—
Balance at September 30, 2023		$	7,051,479				53,914				9,435				7,114,828				116,699				7,231,527
Balance at December 31, 2023		$	7,033,995				42,195				(1,308	)			7,074,882				117,053				7,191,935
Net income			313,911				1,836				—				315,747				5,416				321,163
Other comprehensive income
Other comprehensive income before reclassification			—				13				2,585				2,598				109				2,707
Amounts reclassified from accumulated other comprehensive income			—				(41	)			(6,651	)			(6,692	)			(421	)			(7,113	)
Adjustment for noncontrolling interests			(9,999	)			1,305				—				(8,694	)			8,694				—
Contributions from partners			—				—				—				—				14,425				14,425
Distributions to partners			(367,427	)			(3,683	)			—				(371,110	)			(9,435	)			(380,545	)
Preferred unit distributions			(10,239	)			—				—				(10,239	)			—				(10,239	)
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization			19,811				—				—				19,811				—				19,811
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company			(200,066	)			—				—				(200,066	)			—				(200,066	)
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances			(7,881	)			—				—				(7,881	)			—				(7,881	)
Exchangeable operating partnership units converted to common stock of Parent Company			735				(735	)			—				—				—				—
Balance at September 30, 2024		$	6,772,840				40,890				(5,374	)			6,808,356				135,841				6,944,197

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

REGENCY CENTERS, L.P.

Consolidated Statem****ents of Cash Flows

For the nine months ended September 30, 2024 and 2023

(in thousands)

(unaudited)

		2024				2023
Cash flows from operating activities:
Net income		$	321,163				278,833
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			299,508				253,373
Amortization of deferred financing costs and debt premiums			9,754				5,124
Amortization of above and below market lease intangibles, net			(17,383	)			(21,573	)
Stock-based compensation, net of capitalization			18,829				14,203
Equity in income of investments in real estate partnerships			(37,763	)			(36,302	)
Gain on sale of real estate, net of tax			(33,844	)			(515	)
Loss on early extinguishment of debt			180				—
Distribution of earnings from investments in real estate partnerships			49,987				48,451
Deferred compensation expense			3,615				2,148
Realized and unrealized gain on investments			(4,439	)			(2,252	)
Changes in assets and liabilities:
Tenant and other receivables			(8,736	)			(3,094	)
Deferred leasing costs			(7,643	)			(7,705	)
Other assets			(10,738	)			(7,577	)
Accounts payable and other liabilities			13,881				20,875
Tenants' security, escrow deposits and prepaid rent			2,442				3,696
Net cash provided by operating activities			598,813				547,685
Cash flows from investing activities:
Acquisition of operating real estate			(45,205	)			(2,033	)
Acquisition of UBP, net of cash acquired of $14,143 in 2023			—				(80,488	)
Real estate development and capital improvements			(235,284	)			(158,982	)
Proceeds from sale of real estate			103,626				10,338
Proceeds from property insurance casualty claims			5,257				—
Issuance of notes receivable			(32,651	)			(4,000	)
Collection of notes receivable			3,052				—
Investments in real estate partnerships			(25,771	)			(9,118	)
Return of capital from investments in real estate partnerships			12,859				3,644
Dividends on investment securities			296				571
Acquisition of investment securities			(99,035	)			(5,206	)
Proceeds from sale of investment securities			103,785				13,747
Net cash used in investing activities			(209,071	)			(231,527	)
Cash flows from financing activities:
Net proceeds from common stock issuance			—				4
Repurchase of common shares in conjunction with equity award plans			(8,776	)			(7,653	)
Common units repurchased through share repurchase program			(200,066	)			(20,006	)
Proceeds from sale of treasury stock			210				62
Contributions from non-controlling interests			6,533				3,167
Distributions to and redemptions of non-controlling interests			(9,435	)			—
Distributions to partners			(371,214	)			(334,293	)
Dividends paid to preferred unit holders			(10,239	)			—
Repayment of fixed rate unsecured notes			(250,000	)			—
Proceeds from issuance of fixed rate unsecured notes, net of debt discount			722,860				—
Proceeds from unsecured credit facilities			527,419				442,000
Repayment of unsecured credit facilities			(649,419	)			(365,000	)
Proceeds from notes payable			12,000				46,500
Repayment of notes payable			(110,862	)			(60,257	)
Scheduled principal payments			(8,716	)			(7,977	)
Payment of financing costs			(16,560	)			(411	)
Net cash used in financing activities			(366,265	)			(303,864	)
Net increase in cash and cash equivalents and restricted cash			23,477				12,294
Cash and cash equivalents and restricted cash at beginning of the period			91,354				68,776
Cash and cash equivalents and restricted cash at end of the period		$	114,831				81,070

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

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2024 and 2023

(in thousands)

(unaudited)

		2024				2023
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $4,812 and $4,026 in 2024 and 2023, respectively)		$	137,367				116,686
Cash paid for income taxes, net of refunds		$	7,114				728
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid		$	126,085				122,946
Right of use assets obtained in exchange for new operating lease liabilities		$	1,271				32,002
Sale of leased asset in exchange for net investment in sales-type lease		$	2,846				8,510
UBP Acquisition:
Notes payable assumed in acquisition, at fair value		$	—				284,706
Non-controlling interest assumed in acquisition, at fair value		$	—				64,492
Common stock exchanged for UBP shares		$	—				818,530
Preferred stock exchanged for UBP shares		$	—				225,000
Common stock issued by Parent Company for partnership units exchanged		$	735				199
Reallocation of equity upon acquisition of non-controlling interest		$	8,694				—
Exchangeable operating partnership units issued for acquisition of real estate		$	—				20,000
Change in accrued capital expenditures		$	8,837				20,967
Common stock issued by Parent Company for dividend reinvestment plan		$	494				461
Stock-based compensation capitalized		$	1,383				638
Contributions to investments in real estate partnerships		$	18,242				—
Contributions from limited partners in consolidated partnerships		$	7,891				—
Common stock issued for dividend reinvestment in trust		$	918				905
Contribution of stock awards into trust		$	1,749				1,961
Distribution of stock held in trust		$	476				2,245
Change in fair value of securities		$	295				215

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

1.	Organization and Significant Accounting Policies

General

Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership and has no other assets other than through its investment in the Operating Partnership. Its only indebtedness consists of $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.

As of September 30, 2024, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis owned 381 properties and held partial interests in an additional 102 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

Basis of Presentation

The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2023, as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.

Acquisition of Urstadt Biddle Properties Inc.

On August 18, 2023, the Company acquired Urstadt Biddle Properties Inc. ("UBP") which was accounted for as an asset acquisition. 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 newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock ("Parent Company Series A preferred stock") and 5.875% Series B Cumulative Redeemable Preferred Stock ("Parent Company Series B preferred stock"), respectively (collectively referred to as the "Preferred Stock").

As a result of the acquisition, the Company acquired 74 properties representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. See the Company's audited Annual Report on Form 10-K for the year ended December 31, 2023 for further disclosure regarding the acquisition transaction.

Risks and Uncertainties

The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which may impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, the current Middle East conflicts and wars, and economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.

Investment Risk Concentrations

As of September 30, 2024, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of September 30, 2024, the Company had three geographic concentrations that accounted for at least 10.0% of our aggregate ABR.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

Real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 23.4%, 20.4% and 12.1% of ABR respectively. As a result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather or economic events that impact these locations.

Consolidation

In addition to properties that are wholly-owned, the Company consolidates properties where it owns less than 100% but holds a controlling financial interest in the entity. Controlling financial interest is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.

Ownership of the Parent Company

The Parent Company currently has a single class of common stock and two series of preferred stock outstanding.

Ownership of the Operating Partnership

The Operating Partnership's capital includes Common Units and Preferred Units. As of September 30, 2024, the Parent Company owned approximately 99.4% of the outstanding Common Units, with the remaining Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.

Real Estate Partnerships

As of September 30, 2024, Regency held partial ownership interests in 121 properties through real estate partnerships, of which 19 are consolidated. Regency's partners include institutional investors, real estate developers and/or operators, and passive investors (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate properties. The Company’s involvement with these entities is through its ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. Regency has variable interests in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not have a controlling financial interest, but has significant influence, Regency recognizes its equity investments in them in accordance with the equity method of accounting.

The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners.

The carrying amounts of VIEs' assets and liabilities included in the Company's consolidated financial statements, exclusive of the Operating Partnership, are as follows:

(in thousands)		September 30, 2024				December 31, 2023
Assets
Real estate assets, net		$	299,767				270,674
Cash, cash equivalents and restricted cash			16,734				8,201
Tenant and other receivables, net			5,786				3,883
Deferred costs, net			2,545				2,494
Acquired lease intangible assets, net			6,719				12,099
Right of use assets, net			18,273				44,377
Other assets			1,215				893
Total Assets		$	351,039				342,621
Liabilities
Notes payable		$	32,851				33,211
Accounts payable and other liabilities			10,490				29,919
Acquired lease intangible liabilities, net			10,784				21,456
Tenants' security, escrow deposits and prepaid rent			1,176				1,239
Lease liabilities			19,324				21,433
Total Liabilities		$	74,625				107,258

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

Revenues, and Tenant and other Receivables

Other property income includes parking fees and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met. Income within Management, transaction, and other fees is primarily derived from contracts with the Company's real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:

				Three months ended September 30,								Nine months ended September 30,
(in thousands)		Timing of satisfaction of performance obligations		2024				2023				2024				2023
Management, transaction, and other fees:
Property management services		Over time		$	3,909				3,591			$	11,765				10,536
Asset management services		Over time			1,693				1,623				4,915				4,900
Leasing services		Point in time			946				889				2,537				2,703
Other fees		Point in time			217				976				679				2,084
Total management, transaction, and other fees				$	6,765				7,079			$	19,896				20,223

The accounts receivable for management, transactions, and other fees, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $18.8 million and $18.5 million, as of September 30, 2024 and December 31, 2023, respectively.

Recent Accounting Pronouncements

The following table provides a brief description of recently adopted accounting pronouncements and impact on our financial statements:

Standard		Description		Earlier of Effective Date or the Date of adoption		Effect on the financial statements or other significant matters
Recently adopted**:**
ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures		The amendments are aimed at enhancing the disclosures public entities provide regarding significant segment expenses so that investors can "better understand an entity’s overall performance" and assess "potential future cash flows."		January 1, 2024		The standard became effective for the Company on January 1, 2024 and the required disclosures for the Company will begin with its Annual Report on Form 10-K for the fiscal year ending December 31, 2024. The adoption and implementation of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.
ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures.		ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold.		January 1, 2025		The Company will review the extent of new disclosures necessary prior to implementation. Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

2.	Real Estate Investments

The following tables detail the properties acquired for the periods set forth below:

(in thousands)		Nine months ended September 30, 2024
Date Purchased	Property Name	City/State	Property Type	Regency Ownership	Purchase Price (1)			Debt Assumed, Net of Discounts (1)			Intangible Assets (1)			Intangible Liabilities (1)
Consolidated
2/23/2024	The Shops at Stone Bridge	Cheshire, CT	Development	100%	$	8,000			—			—			—
5/3/2024	Compo Acres North shopping center	Westport, CT	Operating	100%		45,500			—			5,360			2,175
7/16/2024	Jordan Ranch Market	Houston, TX	Development	50%		15,784			—			—			—
8/21/2024	Oakley Shops at Laurel Fields	Oakley, CA	Development	100%		2,120			—			—			—
Total consolidated					$	71,404			—			5,360			2,175
Unconsolidated
8/30/2024	East Greenwich Square	East Greenwich, RI	Operating	70%		46,650			—			5,127			1,877
Total unconsolidated					$	46,650			—			5,127			1,877
Total property acquisitions					$	118,054			—			10,487			4,052

(in thousands)		Nine months ended September 30, 2023
Date Purchased	Property Name	City/State	Property Type	Regency Ownership	Purchase Price (1)			Debt Assumed, Net of Discounts (1)			Intangible Assets (1)			Intangible Liabilities (1)
Consolidated
5/1/2023	Sienna Phase 1	Houston, TX	Development	75%	$	2,695			—			—			—
5/18/2023	SunVet	Holbrook, NY	Development	99%		24,140			—			—			—
Total consolidated					$	26,835			—			—			—
Unconsolidated
9/19/2023	Old Town Square	Chicago, IL	Operating	20%		27,510			—			3,625			503
Total unconsolidated					$	27,510			—			3,625			503
Total property acquisitions					$	54,345			—			3,625			503

(1)

Amounts for purchase price and allocation are reflected at 100%.

3.	Property Dispositions

The following table provides a summary of consolidated shopping centers and land parcels sold during the periods set forth below:

		Three months ended September 30,								Nine months ended September 30,
(in thousands, except number sold data)		2024				2023				2024				2023
Net proceeds from sale of real estate investments		$	11,409				6,593			$	103,568				9,658
Gain on sale of real estate, net of tax			11,360				184				33,844				515
Number of operating properties sold			1				—				4				—
Number of land parcels sold			—				2				—				3
Percent interest sold		100%				100%				100%				100%

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

4.	Other Assets

The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the dates set forth below:

(in thousands)		September 30, 2024				December 31, 2023
Goodwill		$	166,739				167,062
Investments			51,691				51,992
Prepaid and other			51,086				40,635
Derivative assets			9,511				14,213
Furniture, fixtures, and equipment, net ("FF&E")			7,888				6,662
Deferred financing costs, net(1)			10,263				2,865
Total other assets		$	297,178				283,429

(1)

The Company incurred additional financing costs related to recasting its Line of Credit. See Note 5 — Notes Payable and Unsecured Credit Facilities for discussion regarding these transactions.

5.	Notes Payable and Unsecured Credit Facilities

The Company's outstanding debt, net of unamortized debt premium (discount) and debt issuance costs, consisted of the following as of the dates set forth below:

(in thousands)		Maturing Through		Weighted Average Contractual Rate		Weighted Average Effective Rate		September 30, 2024				December 31, 2023
Notes payable:
Fixed rate mortgage loans		6/1/2037		3.9%		4.4%		$	359,056				449,615
Variable rate mortgage loans (1)		1/31/2032		4.2%		4.3%			283,292				299,579
Fixed rate unsecured debt		3/15/2049		4.1%		4.3%			3,722,659				3,252,755
Total notes payable, net									4,365,007				4,001,949
Unsecured credit facilities:
$1.5 Billion Line of Credit (the "Line") (2)		3/23/2028		5.8%		6.1%			30,000				152,000
Total unsecured credit facilities									30,000				152,000
Total debt outstanding								$	4,395,007				4,153,949

(1)

As of September 30, 2024, 98.1% of the variable rate mortgage loans are fixed through interest rate swaps.

(2)

The Company has the option to extend the maturity date by two additional six-month periods. Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate.

Significant financing activity during 2024 includes:

On January 8, 2024, the Company priced a public offering of $400 million of senior unsecured notes due in 2034, and the notes were issued on January 18, 2024 at 99.617% of par value with a coupon of 5.250%.

On January 18, 2024, the Company entered into a Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), with the financial institutions party thereto, as lenders, and Wells Fargo Bank, National Association, as Administrative Agent. The Credit Agreement provides for an unsecured revolving credit facility in the amount of $1.50 billion for a term of four years (plus two six-month extension options) and includes an accordion feature which permits the borrower to request increases in the size of the revolving loan facility by up to an additional $1.50 billion. The interest rate on the revolving credit facility is equal to the Secured Overnight Financing Rate ("SOFR") plus a margin that is determined based on the borrower’s long-term unsecured debt ratings and ratio of indebtedness to total asset value. At the time of the closing, the effective interest rate was SOFR plus a credit spread adjustment of 10 basis points plus a margin of 72.5 basis points. The Credit Agreement also incorporates sustainability-linked adjustments to the interest rate, which provide for upward or downward adjustments to the applicable margin if the Company achieves, or fails to achieve, certain specified targets based on Scope 1 and Scope 2 emission standards as set forth in the Credit Agreement. At the time of the closing, a 1 basis point downward sustainability-linked adjustment to the interest rate was applicable. The Credit Agreement was further amended on July 8, 2024 to update the baseline metric used to calculate sustainability-linked performance targets.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

On June 17, 2024, the Company paid off $250 million of unsecured public debt that had matured, utilizing a portion of the proceeds from the January 2024 public debt offering, and the Company paid off a $78.3 million fixed rate mortgage loan.

On August 12, 2024, the Company priced a public offering of $325 million of senior unsecured notes due in 2035, and the notes were issued on August 15, 2024 at 99.813% of par value with a coupon of 5.1%.

Scheduled principal payments and maturities on notes payable and unsecured credit facilities were as follows:

(in thousands)		September 30, 2024
Scheduled Principal Payments and Maturities by Year:		Scheduled Principal Payments				Mortgage Loan Maturities				Unsecured Maturities (1)				Total
2024 (2)		$	2,461				30,315				—				32,776
2025			9,678				52,537				250,000				312,215
2026			9,920				147,849				200,000				357,769
2027			7,013				222,558				525,000				754,571
2028			5,312				36,570				330,000				371,882
Beyond 5 Years			7,956				118,086				2,475,000				2,601,042
Unamortized debt premium/(discount) and issuance costs			—				(7,907	)			(27,341	)			(35,248	)
Total		$	42,340				600,008				3,752,659				4,395,007

(1)

Includes unsecured public and private debt and unsecured credit facilities.

(2)

Reflects scheduled principal payments and maturities for the remainder of the year.

The Company was in compliance as of September 30, 2024, with all debt covenants.

6.	Derivative Financial Instruments

The Company may use derivative financial instruments, including interest swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

Detail on the Company's interest rate derivatives outstanding as of September 30, 2024 and December 31, 2023 is as follows:

		Number of Instruments
Interest Rate Swaps		September 30, 2024				December 31, 2023
Notional amount		$	308,488				294,928
Number of instruments			15				15

Detail on the fair value of the Company's interest rate derivatives as of September 30, 2024 and December 31, 2023 is as follows:

(in thousands)		Fair Value
Interest rate swaps classified as:		September 30, 2024				December 31, 2023
Derivative assets		$	9,511				14,213
Derivative liabilities			(1,994	)			(1,335	)

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of September 30, 2024, does not have any derivatives that are not designated as hedges.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings.

The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:

Location and Amount of Gain (Loss) Recognized in OCI on Derivative										Location and Amount of Gain (Loss) Reclassified from AOCI into Income										Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded
		Three months ended September 30,										Three months ended September 30,										Three months ended September 30,
(in thousands)		2024				2023						2024				2023						2024				2023
Interest rate swaps		$	(9,305	)			4,606			Interest income		$	(2,306	)			(2,161	)		Interest expense, net		$	47,022				38,807
		Nine months ended September 30,										Nine months ended September 30,										Nine months ended September 30,
(in thousands)		2024				2023						2024				2023						2024				2023
Interest rate swaps		$	2,412				7,327			Interest income		$	(7,113	)			(5,302	)		Interest expense, net		$	133,068				112,156

As of September 30, 2024, the Company expects approximately $1.4 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

7.	Leases

Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per the lease contract, which are primarily related to base rent, and in some cases stated amounts for common area maintenance ("CAM"), real estate taxes, and insurance (collectively, "Recoverable Costs"). Income for these amounts is recognized on a straight-line basis.

Variable lease income includes the following two main items in the lease contracts:

Recoveries from tenants represents the tenants' contractual obligations to reimburse the Company for their portion of Recoverable Costs incurred. Generally, the Company's leases provide for the tenants to reimburse the Company based on the tenants' share of the actual costs incurred in proportion to the tenants' share of leased space in the property.

Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in ASC Topic 842:

(in thousands)		Three months ended September 30,								Nine months ended September 30,
		2024				2023				2024				2023
Operating lease income
Fixed and in-substance fixed lease income		$	258,185				235,489			$	771,800				675,320
Variable lease income			85,617				77,901				263,991				233,019
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net			5,726				8,118				18,990				22,734
Uncollectible straight-line rent (1)			(129	)			49				(1,340	)			2,149
Uncollectible amounts billable in lease (loss) income			(342	)			(636	)			(3,433	)			958
Total lease income		$	349,057				320,921			$	1,050,008				934,180

(1)

The amounts include straight-line rent adjustments associated with converting between cash basis and accrual basis of accounting for certain leases.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:

(in thousands)		September 30, 2024				December 31, 2023
Tenant receivables		$	26,887				34,814
Straight-line rent receivables			152,319				138,590
Notes receivable			32,038				2,109
Other receivables(1)			28,870				30,649
Total tenant and other receivables		$	240,114				206,162

(1)

Other receivables include construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction, and other fee income.

During the nine months ended September 30, 2024 the Company issued a note receivable in the amount of $29.8 million at an interest rate of 6.9% maturing in January 2027, secured by a grocery-anchored shopping center.

8.	Fair Value Measurements

(a) Disclosure of Fair Value of Financial Instruments

All financial instruments of the Company are reflected in the accompanying Consolidated Balance Sheets at amounts which, in management's estimation, reasonably approximate their fair values, except those instruments listed below:

		September 30, 2024								December 31, 2023
(in thousands)		Carrying Amount				Fair Value				Carrying Amount				Fair Value
Financial assets:
Notes receivable		$	32,038				32,413				2,109				2,109
Financial liabilities:
Notes payable, net		$	4,365,007				4,267,554				4,001,949				3,763,152
Unsecured credit facilities(1)		$	30,000				30,000				152,000				152,000

(1)

The carrying amounts approximated its fair values due to the variable nature of the terms.

The above fair values represent management's estimate of the amounts that would be received from selling those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants as of September 30, 2024, and December 31, 2023, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.

(b) Recurring Fair Value

The following financial instruments are measured at fair value on a recurring basis:

Securities

The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment (income) loss in the accompanying Consolidated Statements of Operations, and include unrealized gains of $1.4 million and unrealized losses of $1.0 million during the three months ended September 30, 2024 and 2023, respectively, and unrealized gains of $4.5 million and $2.4 million during the nine months ended September 30, 2024 and 2023, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

Available-for-Sale Debt Securities

Available-for-sale debt securities consist of investments in corporate bonds, and are recorded at fair value using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer rating, and size, to estimate fair value, which are considered Level 2 inputs of the fair value hierarchy. Unrealized gains or losses on these debt securities are recognized through Other comprehensive income.

Interest Rate Derivatives

The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.

The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis:

	Fair Value Measurements as of September 30, 2024
					Quoted Prices in Active Markets for Identical Assets				Significant Other Observable Inputs				Significant Unobservable Inputs
(in thousands)	Balance				(Level 1)				(Level 2)				(Level 3)
Assets:
Securities	$	37,913				37,913				—				—
Available-for-sale debt securities		13,778				—				13,778				—
Interest rate derivatives		9,511				—				9,511				—
Total	$	61,202				37,913				23,289				—
Liabilities:
Interest rate derivatives	$	(1,994	)			—				(1,994	)			—

	Fair Value Measurements as of December 31, 2023
					Quoted Prices in Active Markets for Identical Assets				Significant Other Observable Inputs				Significant Unobservable Inputs
(in thousands)	Balance				(Level 1)				(Level 2)				(Level 3)
Assets:
Securities	$	37,039				37,039				—				—
Available-for-sale debt securities		14,953				—				14,953				—
Interest rate derivatives		14,213				—				14,213				—
Total	$	66,205				37,039				29,166				—
Liabilities:
Interest rate derivatives	$	(1,335	)			—				(1,335	)			—

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

9.	Equity and Capital

Preferred Stock of the Parent Company

Terms and conditions of the preferred stock outstanding are summarized as follows:

	Preferred Stock Outstanding as of September 30, 2024 and December 31, 2023
	Date of Issuance		Shares Issued and Outstanding				Liquidation Preference				Distribution Rate		Callable By Company
Series A	8/18/2023			4,600,000			$	115,000,000			6.250%		On demand
Series B	8/18/2023			4,400,000				110,000,000			5.875%		On or after 10/1/2024
				9,000,000			$	225,000,000

At the Market ("ATM") Program

Under the Parent Company's ATM Program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors. No sales occurred under the ATM Program during both the nine months ended September 30, 2024 and 2023. As of September 30, 2024, $500 million of common stock remained available for issuance under this ATM Program.

Stock Repurchase Program

On February 8, 2023, the Board authorized a common stock repurchase program under which the Company may purchase up to a maximum of $250 million of its outstanding common stock through open market transactions, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any, are dependent upon market conditions and other factors. The stock repurchased, if not retired, is be treated as treasury stock. The Board's authorization for the Repurchase Program was to expire on February 7, 2025, unless modified, extended or earlier terminated by the Board in its discretion. During the nine months ended September 30, 2024, the Company executed multiple trades, repurchasing 3.3 million common shares under the Repurchase Program for a total of $200 million at a weighted average price of $60.48 per share. These shares were repurchased through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act of 1934 (the "Exchange Act"). All repurchased shares were retired on their respective settlement dates.

During the nine months ended September 30, 2023, the Company executed multiple trades, repurchasing 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. These shares were repurchased through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. All repurchased shares were retired on their respective settlement dates.

On July 31, 2024, the Board authorized a new common stock repurchase program under which the Company may purchase up to $250 million of shares of its outstanding common stock (the "New Repurchase Program"). The New Repurchase Program replaces and supercedes, in all respects, the Repurchase Program. Under the New Repurchase Program, the Company may repurchase shares through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board's authorization for the New Repurchase Program expires on June 30, 2026, unless modified, extended or earlier terminated by the Board in its discretion. Any common stock repurchased, if not retired, will be treated as treasury stock. At September 30, 2024, $250.0 million remained available under the New Repurchase Program.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

Preferred Units of the Operating Partnership

The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.

Common Units of the Operating Partnership

Common Units are issued, or redeemed and retired, for each share of the Parent Company stock issued or redeemed, or retired, as described above. During the nine months ended September 30, 2024, 10,795 Partnership Units were converted to Parent Company common stock. During the nine months ended September 30, 2023 the Operating Partnership issued 338,704 exchangeable operating partnership units, valued at $20.0 million, as partial purchase price consideration for a development property. In addition, 3,340 unrelated Partnership Units were converted to Parent Company common stock during the same period in 2023.

10.	Stock-Based Compensation

During the nine months ended September 30, 2024, the Company granted 350,391 shares of restricted stock with a weighted-average grant-date fair value of $60.35 per share. During the nine months ended September 30, 2023, the Company granted 301,099 shares of restricted stock with a weighted-average grant-date fair value of $68.29 per share. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and recognizes forfeitures as they occur.

11.	Earnings per Share and Unit

Parent Company Earnings per Share

The following summarizes the calculation of basic and diluted earnings per share:

		Three months ended September 30,								Nine months ended September 30,
(in thousands, except per share data)		2024				2023				2024				2023
Numerator:
Net income attributable to common shareholders - basic		$	98,056				89,076			$	303,672				273,139
Net income attributable to common shareholders - diluted		$	98,056				89,076			$	303,672				273,139
Denominator:
Weighted average common shares outstanding for basic EPS			181,498				177,344				183,281				173,212
Weighted average common shares outstanding for diluted EPS (1)			181,772				178,231				183,448				173,711
Net income per common share – basic		$	0.54				0.50			$	1.66			$	1.58
Net income per common share – diluted		$	0.54				0.50			$	1.66			$	1.57

(1)

Includes the dilutive impact of unvested restricted stock.

The effect of the assumed conversion of the EOP units and certain other convertible units had an anti-dilutive effect upon the calculation of net income to the common shareholders per share. Accordingly, the impact of such assumed conversions has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 1,099,516 and 1,080,101 for the three months ended September 30, 2024 and 2023, and 1,100,039 and 909,527 for the nine months ended September 30, 2024 and 2023, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2024

Operating Partnership Earnings per Unit

The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):

		Three months ended September 30,								Nine months ended September 30,
(in thousands, except per unit data)		2024				2023				2024				2023
Numerator:
Net income attributable to common unit holders - basic		$	98,649				89,596			$	305,508				274,629
Net income attributable to common unit holders - diluted		$	98,649				89,596			$	305,508				274,629
Denominator:
Weighted average common units outstanding for basic EPU			182,597				178,424				184,381				174,121
Weighted average common units outstanding for diluted EPU (1)			182,872				179,311				184,548				174,621
Net income per common unit – basic		$	0.54				0.50			$	1.66				1.58
Net income per common unit – diluted		$	0.54				0.50			$	1.66				1.57

(1)

Includes the dilutive impact of unvested restricted stock.

The effect of the assumed conversion of certain other convertible units had an anti-dilutive effect upon the calculation of net income to the common unit holders per share. Accordingly, the impact of such assumed conversions has not been included in the determination of diluted net income per unit calculations.

12.	Commitments and Contingencies

Litigation

The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity of the Company taken as a whole as of September 30, 2024.

Environmental

The Company is subject to numerous environmental laws and regulations. With respect to applicability to the Company, these pertain primarily to chemicals historically used by certain current and former dry cleaning tenants, the existence of asbestos in older shopping centers, underground petroleum storage tanks and other historic land uses. The Company believes that the ultimate disposition of currently known environmental matters will not have a material effect on its financial position, liquidity, or operations. The Company can give no assurance that existing environmental studies with respect to its shopping centers have revealed all potential environmental contamination; that its estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to the Company; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; and that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to the Company.

The Company had accrued liabilities of $18.4 million and $16.5 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, respectively.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Company had $10.9 million and $8.5 million in letters of credit outstanding as of September 30, 2024 and December 31, 2023, respectively.