Cover and table of contents
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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2026
or
| ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 1-12298 (Regency Centers Corporation)
Commission File Number 0-24763 (Regency Centers, L.P.)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
| florida (REGENCY CENTERS CORPORATION) | ![]() | 59-3191743 |
| Delaware (REGENCY CENTERS, L.P) | 59-3429602 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
| One Independent Drive**,** Suite 114 Jacksonville**,** Florida 32202 | (904) 598-7000 | |
| (Address of principal executive offices) (zip code) | (Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | REG | The Nasdaq Stock Market LLC | ||
| 6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share | REGCP | The Nasdaq Stock Market LLC | ||
| 5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share | REGCO | The Nasdaq Stock Market LLC |
Regency Centers, L.P.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act:
Regency Centers Corporation:
| Large accelerated filer | ☒ | Accelerated filer | ☐ | Emerging growth company | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
Regency Centers, L.P.:
| Large accelerated filer | ☐ | Accelerated filer | ☐ | Emerging growth company | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Regency Centers Corporation ☐ Regency Centers, L.P. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒
The number of shares outstanding of Regency Centers Corporation's common stock was 183,096,790 as of April 30, 2026.
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended March 31, 2026, of Regency Centers Corporation and Regency Centers, L.P. Unless stated otherwise or the context otherwise requires, references to "Regency Centers Corporation" or the "Parent Company" mean Regency Centers Corporation and its controlled subsidiaries and references to "Regency Centers, L.P." or the "Operating Partnership" mean Regency Centers, L.P. and its controlled subsidiaries. The terms "the Company," "Regency Centers," "Regency," "we," "our," and "us" as used in this Report mean the Parent Company, the Operating Partnership and their controlled subsidiaries, collectively.
The Parent Company is a real estate investment trust ("REIT") and the general partner of the Operating Partnership. As the sole general partner of the Operating Partnership, the Parent Company has exclusive control of the Operating Partnership's day-to-day management. The Operating Partnership's capital includes general and limited common partnership units ("Common Units"). As of March 31, 2026, the Parent Company owned approximately 97.9% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the "Series A Preferred Units") and the 5.875% Series B Cumulative Redeemable Preferred Units (the "Series B Preferred Units"). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the "Preferred Units."
The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:
Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
Management operates the Parent Company and the Operating Partnership as a single business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company, and officers and employees of the Operating Partnership.
The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not directly hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the guarantor of the Parent Company's $200 million unsecured private placement debt referenced above. The Operating Partnership holds all the assets of the Company and ownership of the Company's subsidiaries and equity interests in its joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for Common Units or Preferred Units, the Operating Partnership generates all other capital required by the Company's business. These sources include the Operating Partnership's operations, its direct or indirect incurrence of indebtedness, and the issuance of Common Units and Preferred Units.
Shareholders' equity, partners' capital, and noncontrolling interests are the main areas of difference between the Consolidated Financial Statements of the Parent Company and those of the Operating Partnership. The Operating Partnership's capital includes the Common Units and the Preferred Units. The limited partners' Common Units in the Operating Partnership owned by third parties are accounted for in partners' capital in the Operating Partnership's financial statements and outside of shareholders' equity in noncontrolling interests in the Parent Company's financial statements. The Preferred Units owned by the Parent Company are eliminated in consolidation in the accompanying consolidated financial statements of the Parent Company and are classified as preferred units of the general partner in the accompanying consolidated financial statements of the Operating Partnership.
In order to highlight the differences between the Parent Company and the Operating Partnership, there are sections in this Report that separately discuss the Parent Company and the Operating Partnership, including separate financial statements, controls and procedures sections, and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure for the Parent Company and the Operating Partnership, this Report refers to actions or holdings as being actions or holdings of the Company.
As general partner with control of the Operating Partnership, the Parent Company consolidates the Operating Partnership for financial reporting purposes, and the Parent Company does not have assets other than its investment in the Operating Partnership. Therefore, while shareholders' equity and partners' capital differ as discussed above, the assets and liabilities of the Parent Company and the Operating Partnership are the same on their respective financial statements.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
March 31, 2026 and December 31, 2025
(in thousands, except per share data)
| 2026 | 2025 | |||||||
| Assets | (unaudited) | |||||||
| Net real estate investments: | ||||||||
| Real estate assets, at cost | $ | 14,657,529 | 14,561,924 | |||||
| Less: accumulated depreciation | 3,352,228 | 3,267,728 | ||||||
| Real estate assets, net | 11,305,301 | 11,294,196 | ||||||
| Investments in sales-type leases, net | 16,788 | 16,727 | ||||||
| Investments in real estate partnerships | 358,620 | 349,856 | ||||||
| Net real estate investments | 11,680,709 | 11,660,779 | ||||||
| Cash, cash equivalents, and restricted cash, including $4,462 and $16,004 of restricted cash at March 31, 2026 and December 31, 2025, respectively | 145,560 | 120,661 | ||||||
| Tenant and other receivables, net | 267,639 | 273,862 | ||||||
| Deferred leasing costs, less accumulated amortization of $140,264 and $138,391 at March 31, 2026 and December 31, 2025, respectively | 99,462 | 97,253 | ||||||
| Acquired lease intangible assets, less accumulated amortization of $431,633 and $421,433 at March 31, 2026 and December 31, 2025, respectively | 244,876 | 254,201 | ||||||
| Right of use assets, net | 313,508 | 315,804 | ||||||
| Other assets | 294,730 | 278,723 | ||||||
| Total assets | $ | 13,046,484 | 13,001,283 | |||||
| Liabilities and Equity | ||||||||
| Liabilities: | ||||||||
| Notes payable, net | $ | 4,973,934 | 4,619,301 | |||||
| Unsecured credit facility | 30,000 | 120,000 | ||||||
| Accounts payable and other liabilities | 200,885 | 391,847 | ||||||
| Acquired lease intangible liabilities, less accumulated amortization of $249,699 and $243,040 at March 31, 2026 and December 31, 2025, respectively | 352,202 | 356,454 | ||||||
| Lease liabilities | 241,012 | 242,368 | ||||||
| Tenants' security, escrow deposits and prepaid rent | 83,544 | 89,707 | ||||||
| Total liabilities | 5,881,577 | 5,819,677 | ||||||
| Commitments and contingencies | — | — | ||||||
| Equity: | ||||||||
| Shareholders' equity: | ||||||||
| Preferred stock $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at March 31, 2026 and December 31, 2025 | 225,000 | 225,000 | ||||||
| Common stock $0.01 par value per share, 220,000,000 shares authorized; 183,088,061 and 182,902,234 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively | 1,831 | 1,829 | ||||||
| Treasury stock at cost, 501,159 and 494,307 shares held at March 31, 2026 and December 31, 2025, respectively | (32,207 | ) | (31,075 | ) | ||||
| Additional paid-in-capital | 8,702,768 | 8,704,138 | ||||||
| Accumulated other comprehensive loss | (2,687 | ) | (4,220 | ) | ||||
| Distributions in excess of net income | (2,001,870 | ) | (1,988,782 | ) | ||||
| Total shareholders' equity | 6,892,835 | 6,906,890 | ||||||
| Noncontrolling interests: | ||||||||
| Exchangeable operating partnership units, aggregate redemption value of $290,397 and $264,950 at March 31, 2026 and December 31, 2025, respectively | 144,705 | 144,940 | ||||||
| Limited partners' interests in consolidated partnerships | 127,367 | 129,776 | ||||||
| Total noncontrolling interests | 272,072 | 274,716 | ||||||
| Total equity | 7,164,907 | 7,181,606 | ||||||
| Total liabilities and equity | $ | 13,046,484 | 13,001,283 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the periods ended March 31, 2026, and 2025
(in thousands, except per share data)
(unaudited)
| Three months ended March 31, | |||||||
| 2026 | 2025 | ||||||
| Revenues: | |||||||
| Lease income | $ | 402,613 | 371,079 | ||||
| Other property income | 2,907 | 3,021 | |||||
| Management, transaction, and other fees | 6,933 | 6,812 | |||||
| Total revenues | 412,453 | 380,912 | |||||
| Operating expenses: | |||||||
| Depreciation and amortization | 106,422 | 96,774 | |||||
| Property operating expense | 73,300 | 68,459 | |||||
| Real estate taxes | 51,410 | 46,360 | |||||
| General and administrative | 25,606 | 21,600 | |||||
| Other operating expenses | 1,001 | 1,688 | |||||
| Total operating expenses | 257,739 | 234,881 | |||||
| Other expense, net: | |||||||
| Interest expense, net | 52,185 | 48,013 | |||||
| Gain on sale of real estate, net of tax | (7,194 | ) | (101 | ) | |||
| Net investment (income) expense | (695 | ) | 761 | ||||
| Total other expense, net | 44,296 | 48,673 | |||||
| Income before equity in income of investments in real estate partnerships | 110,418 | 97,358 | |||||
| Equity in income of investments in real estate partnerships | 22,380 | 14,495 | |||||
| Net income | 132,798 | 111,853 | |||||
| Noncontrolling interests: | |||||||
| Exchangeable operating partnership units | (2,617 | ) | (642 | ) | |||
| Limited partners' interests in consolidated partnerships | (1,632 | ) | (1,624 | ) | |||
| Net income attributable to noncontrolling interests | (4,249 | ) | (2,266 | ) | |||
| Net income attributable to the Company | 128,549 | 109,587 | |||||
| Preferred stock dividends | (3,413 | ) | (3,413 | ) | |||
| Net income attributable to common shareholders | $ | 125,136 | 106,174 | ||||
| Net income attributable to common shareholders: | |||||||
| Per common share - basic | $ | 0.68 | 0.59 | ||||
| Per common share - diluted | $ | 0.68 | 0.58 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the periods ended March 31, 2026, and 2025
(in thousands)
(unaudited)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net income | $ | 132,798 | 111,853 | |||||
| Other comprehensive income (loss): | ||||||||
| Effective portion of change in fair value of derivative instruments: | ||||||||
| Effective portion of change in fair value of derivative instruments | 2,178 | (2,648 | ) | |||||
| Reclassification adjustment of derivative instruments included in net income | (465 | ) | (1,745 | ) | ||||
| Unrealized (loss) gain on available-for-sale debt securities | (77 | ) | 194 | |||||
| Other comprehensive income (loss) | 1,636 | (4,199 | ) | |||||
| Comprehensive income | 134,434 | 107,654 | ||||||
| Less: comprehensive income attributable to noncontrolling interests: | ||||||||
| Net income attributable to noncontrolling interests | 4,249 | 2,266 | ||||||
| Other comprehensive income (loss) attributable to noncontrolling interests | 103 | (258 | ) | |||||
| Comprehensive income attributable to noncontrolling interests | 4,352 | 2,008 | ||||||
| Comprehensive income attributable to the Company | $ | 130,082 | 105,646 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the three months ended March 31, 2026 and 2025
(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, 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 | ||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 109,587 | 109,587 | 642 | 1,624 | 2,266 | 111,853 | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | — | — | — | (2,289 | ) | — | (2,289 | ) | (20 | ) | (145 | ) | (165 | ) | (2,454 | ) | |||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | — | — | — | (1,652 | ) | — | (1,652 | ) | (8 | ) | (85 | ) | (93 | ) | (1,745 | ) | |||||||||||||||||||||||||||
| Adjustment for noncontrolling interests | — | — | — | 2,210 | — | — | 2,210 | (2,210 | ) | — | (2,210 | ) | — | |||||||||||||||||||||||||||||||
| Deferred compensation plan, net | — | — | (1,088 | ) | 1,088 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Amortization of equity awards | — | 1 | — | 5,547 | — | — | 5,548 | — | — | — | 5,548 | |||||||||||||||||||||||||||||||||
| Tax withholding on stock-based compensation | — | — | — | (6,760 | ) | — | — | (6,760 | ) | — | — | — | (6,760 | ) | ||||||||||||||||||||||||||||||
| Common stock issued under dividend reinvestment plan | — | — | — | 177 | — | — | 177 | — | — | — | 177 | |||||||||||||||||||||||||||||||||
| Contributions from partners | — | — | — | — | — | — | — | 2,210 | 2,977 | 5,187 | 5,187 | |||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | — | (3,510 | ) | (3,510 | ) | (3,510 | ) | ||||||||||||||||||||||||||||||
| Dividends declared: | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock | — | — | — | — | — | (3,413 | ) | (3,413 | ) | — | — | — | (3,413 | ) | ||||||||||||||||||||||||||||||
| Common stock/unit | — | — | — | — | — | (127,976 | ) | (127,976 | ) | (774 | ) | — | (774 | ) | (128,750 | ) | ||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | 225,000 | 1,815 | (29,133 | ) | 8,505,489 | (1,715 | ) | (2,001,878 | ) | 6,699,578 | 40,584 | 136,278 | 176,862 | 6,876,440 | |||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | 225,000 | 1,829 | (31,075 | ) | 8,704,138 | (4,220 | ) | (1,988,782 | ) | 6,906,890 | 144,940 | 129,776 | 274,716 | 7,181,606 | |||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 128,549 | 128,549 | 2,617 | 1,632 | 4,249 | 132,798 | |||||||||||||||||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income before reclassification | — | — | — | — | 1,955 | — | 1,955 | 43 | 103 | 146 | 2,101 | |||||||||||||||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | — | — | — | (422 | ) | — | (422 | ) | 2 | (45 | ) | (43 | ) | (465 | ) | ||||||||||||||||||||||||||||
| Deferred compensation plan, net | — | — | (1,132 | ) | 1,129 | — | — | (3 | ) | — | — | — | (3 | ) | ||||||||||||||||||||||||||||||
| Amortization of equity awards | — | 2 | — | 5,980 | — | — | 5,982 | — | — | — | 5,982 | |||||||||||||||||||||||||||||||||
| Tax withholding on stock-based compensation | — | — | — | (8,672 | ) | — | — | (8,672 | ) | — | — | — | (8,672 | ) | ||||||||||||||||||||||||||||||
| Common stock issued under dividend reinvestment plan | — | — | — | 193 | — | — | 193 | — | — | — | 193 | |||||||||||||||||||||||||||||||||
| Contributions from partners | — | — | — | — | — | — | — | — | 237 | 237 | 237 | |||||||||||||||||||||||||||||||||
| Distributions to partners | — | — | — | — | — | — | — | — | (4,336 | ) | (4,336 | ) | (4,336 | ) | ||||||||||||||||||||||||||||||
| Dividends declared: | ||||||||||||||||||||||||||||||||||||||||||||
| Preferred stock | — | — | — | — | — | (3,413 | ) | (3,413 | ) | — | — | — | (3,413 | ) | ||||||||||||||||||||||||||||||
| Common stock/unit | — | — | — | — | — | (138,224 | ) | (138,224 | ) | (2,897 | ) | — | (2,897 | ) | (141,121 | ) | ||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | 225,000 | 1,831 | (32,207 | ) | 8,702,768 | (2,687 | ) | (2,001,870 | ) | 6,892,835 | 144,705 | 127,367 | 272,072 | 7,164,907 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the periods ended March 31, 2026, and 2025
(in thousands)
(unaudited)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 132,798 | 111,853 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 106,422 | 96,774 | ||||||
| Amortization of deferred financing costs and debt premiums | 3,979 | 3,334 | ||||||
| Amortization of above and below market lease intangibles, net | (5,051 | ) | (6,215 | ) | ||||
| Stock-based compensation, net of capitalization | 5,279 | 4,966 | ||||||
| Equity in income of investments in real estate partnerships | (22,380 | ) | (14,495 | ) | ||||
| Gain on sale of real estate, net of tax | (7,194 | ) | (101 | ) | ||||
| Distribution of earnings from investments in real estate partnerships | 16,149 | 16,076 | ||||||
| Deferred compensation expense (income) | 766 | (521 | ) | |||||
| Realized and unrealized (gain) loss on investments | (682 | ) | 686 | |||||
| Changes in assets and liabilities: | ||||||||
| Tenant and other receivables | 5,646 | 9,051 | ||||||
| Deferred leasing costs | (5,299 | ) | (1,748 | ) | ||||
| Other assets | (25,405 | ) | (16,176 | ) | ||||
| Accounts payable and other liabilities | (45,946 | ) | (43,735 | ) | ||||
| Tenants' security, escrow deposits and prepaid rent | (6,353 | ) | 1,282 | |||||
| Net cash provided by operating activities | 152,729 | 161,031 | ||||||
| Cash flows from investing activities: | ||||||||
| Acquisition of operating real estate, net of cash acquired of $787 in 2025 | (21,478 | ) | (83,232 | ) | ||||
| Real estate development and capital improvements | (105,071 | ) | (101,386 | ) | ||||
| Proceeds from sale of real estate | 11,830 | — | ||||||
| Proceeds from property insurance casualty claims | 3,281 | — | ||||||
| Collection of notes receivable | 1,069 | 120 | ||||||
| Investments in real estate partnerships | (22,839 | ) | (230 | ) | ||||
| Return of capital from investments in real estate partnerships | 34,679 | — | ||||||
| Dividends on investment securities | 1,555 | 988 | ||||||
| Purchase of investment securities | (3,135 | ) | (2,233 | ) | ||||
| Proceeds from sale of investment securities | 5,182 | 5,825 | ||||||
| Net cash used in investing activities | (94,927 | ) | (180,148 | ) |
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from financing activities: | ||||||||
| Tax withholding on stock-based compensation | (8,672 | ) | (6,760 | ) | ||||
| Proceeds from sale of treasury stock | 8 | 462 | ||||||
| Contributions from noncontrolling interests | 237 | 2,977 | ||||||
| Distributions to and redemptions of noncontrolling interests | (4,336 | ) | (3,510 | ) | ||||
| Distributions to exchangeable operating partnership unit holders | (2,898 | ) | (773 | ) | ||||
| Dividends paid to common shareholders | (275,915 | ) | (127,684 | ) | ||||
| Dividends paid to preferred shareholders | (3,413 | ) | (3,413 | ) | ||||
| Proceeds from issuance of fixed rate unsecured notes, net of debt discount | 447,192 | — | ||||||
| Proceeds from unsecured credit facilities | 255,000 | 280,000 | ||||||
| Repayment of unsecured credit facilities | (345,000 | ) | (80,000 | ) | ||||
| Proceeds from notes payable | — | 10,000 | ||||||
| Repayment of notes payable | (88,000 | ) | (32,787 | ) | ||||
| Scheduled principal payments | (3,207 | ) | (2,548 | ) | ||||
| Payment of financing costs | (3,899 | ) | (194 | ) | ||||
| Net cash (used in) provided by financing activities | (32,903 | ) | 35,770 | |||||
| Net increase in cash and cash equivalents and restricted cash | 24,899 | 16,653 | ||||||
| Cash and cash equivalents and restricted cash at beginning of the period | 120,661 | 61,884 | ||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 145,560 | 78,537 | |||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest (net of capitalized interest of $2,713 and $2,112 in 2026 and 2025, respectively) | $ | 80,288 | 64,540 | |||||
| Supplemental disclosure of non-cash transactions: | ||||||||
| Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid | $ | 5,376 | 131,020 | |||||
| Acquisition of operating real estate: | ||||||||
| Acquired lease intangible assets | $ | 2,245 | 9,725 | |||||
| Notes payable assumed in acquisition, at fair value | $ | — | 40,060 | |||||
| Intangible liabilities, Accounts payable and other liabilities | $ | 2,272 | 18,957 | |||||
| Acquisition of previously unconsolidated real estate investments: | ||||||||
| Acquired lease intangible assets | $ | 1,329 | 4,308 | |||||
| Notes payable assumed in acquisition, at fair value | $ | — | 16,749 | |||||
| Intangible liabilities, Accounts payable and other liabilities | $ | 1,258 | 1,119 | |||||
| Change in accrued capital expenditures | $ | 7,823 | 13,144 | |||||
| Contributions to investments in real estate partnerships | $ | 14,045 | 257 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
March 31, 2026 and December 31, 2025
(in thousands, except unit data)
| 2026 | 2025 | |||||||
| Assets | (unaudited) | |||||||
| Net real estate investments: | ||||||||
| Real estate assets, at cost | $ | 14,657,529 | 14,561,924 | |||||
| Less: accumulated depreciation | 3,352,228 | 3,267,728 | ||||||
| Real estate assets, net | 11,305,301 | 11,294,196 | ||||||
| Investments in sales-type leases, net | 16,788 | 16,727 | ||||||
| Investments in real estate partnerships | 358,620 | 349,856 | ||||||
| Net real estate investments | 11,680,709 | 11,660,779 | ||||||
| Cash, cash equivalents, and restricted cash, including $4,462 and $16,004 of restricted cash at March 31, 2026 and December 31, 2025, respectively | 145,560 | 120,661 | ||||||
| Tenant and other receivables, net | 267,639 | 273,862 | ||||||
| Deferred leasing costs, less accumulated amortization of $140,264 and $138,391 at March 31, 2026 and December 31, 2025, respectively | 99,462 | 97,253 | ||||||
| Acquired lease intangible assets, less accumulated amortization of $431,633 and $421,433 at March 31, 2026 and December 31, 2025, respectively | 244,876 | 254,201 | ||||||
| Right of use assets, net | 313,508 | 315,804 | ||||||
| Other assets | 294,730 | 278,723 | ||||||
| Total assets | $ | 13,046,484 | 13,001,283 | |||||
| Liabilities and Capital | ||||||||
| Liabilities: | ||||||||
| Notes payable, net | $ | 4,973,934 | 4,619,301 | |||||
| Unsecured credit facility | 30,000 | 120,000 | ||||||
| Accounts payable and other liabilities | 200,885 | 391,847 | ||||||
| Acquired lease intangible liabilities, less accumulated amortization of $249,699 and $243,040 at March 31, 2026 and December 31, 2025, respectively | 352,202 | 356,454 | ||||||
| Lease liabilities | 241,012 | 242,368 | ||||||
| Tenants' security, escrow deposits and prepaid rent | 83,544 | 89,707 | ||||||
| Total liabilities | 5,881,577 | 5,819,677 | ||||||
| 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 March 31, 2026 and December 31, 2025 | 225,000 | 225,000 | ||||||
| General partner's common units, 183,088,061 and 182,902,234 units issued and outstanding at March 31, 2026 and December 31, 2025, respectively | 6,670,522 | 6,686,110 | ||||||
| Limited partners' common units, 3,838,188 and 3,838,188 units issued and outstanding at March 31, 2026 and December 31, 2025 respectively | 144,705 | 144,940 | ||||||
| Accumulated other comprehensive loss | (2,687 | ) | (4,220 | ) | ||||
| Total partners' capital | 7,037,540 | 7,051,830 | ||||||
| Noncontrolling interest: Limited partners' interests in consolidated partnerships | 127,367 | 129,776 | ||||||
| Total capital | 7,164,907 | 7,181,606 | ||||||
| Total liabilities and capital | $ | 13,046,484 | 13,001,283 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the periods ended March 31, 2026, and 2025
(in thousands, except per unit data)
(unaudited)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues: | ||||||||
| Lease income | $ | 402,613 | 371,079 | |||||
| Other property income | 2,907 | 3,021 | ||||||
| Management, transaction, and other fees | 6,933 | 6,812 | ||||||
| Total revenues | 412,453 | 380,912 | ||||||
| Operating expenses: | ||||||||
| Depreciation and amortization | 106,422 | 96,774 | ||||||
| Property operating expense | 73,300 | 68,459 | ||||||
| Real estate taxes | 51,410 | 46,360 | ||||||
| General and administrative | 25,606 | 21,600 | ||||||
| Other operating expenses | 1,001 | 1,688 | ||||||
| Total operating expenses | 257,739 | 234,881 | ||||||
| Other expense, net: | ||||||||
| Interest expense, net | 52,185 | 48,013 | ||||||
| Gain on sale of real estate, net of tax | (7,194 | ) | (101 | ) | ||||
| Net investment (income) expense | (695 | ) | 761 | |||||
| Total other expense, net | 44,296 | 48,673 | ||||||
| Income before equity in income of investments in real estate partnerships | 110,418 | 97,358 | ||||||
| Equity in income of investments in real estate partnerships | 22,380 | 14,495 | ||||||
| Net income | 132,798 | 111,853 | ||||||
| Limited partners' interests in consolidated partnerships | (1,632 | ) | (1,624 | ) | ||||
| Net income attributable to the Partnership | 131,166 | 110,229 | ||||||
| Preferred unit distributions | (3,413 | ) | (3,413 | ) | ||||
| Net income attributable to common unit holders | $ | 127,753 | 106,816 | |||||
| Net income attributable to common unit holders: | ||||||||
| Per common unit - basic | $ | 0.68 | 0.59 | |||||
| Per common unit - diluted | $ | 0.68 | 0.58 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the periods ended March 31, 2026, and 2025
(in thousands)
(unaudited)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net income | $ | 132,798 | 111,853 | |||||
| Other comprehensive income (loss): | ||||||||
| Effective portion of change in fair value of derivative instruments: | ||||||||
| Effective portion of change in fair value of derivative instruments | 2,178 | (2,648 | ) | |||||
| Reclassification adjustment of derivative instruments included in net income | (465 | ) | (1,745 | ) | ||||
| Unrealized (loss) gain on available-for-sale debt securities | (77 | ) | 194 | |||||
| Other comprehensive income (loss) | 1,636 | (4,199 | ) | |||||
| Comprehensive income | 134,434 | 107,654 | ||||||
| Less: comprehensive income attributable to noncontrolling interests: | ||||||||
| Net income attributable to noncontrolling interests | 1,632 | 1,624 | ||||||
| Other comprehensive income (loss) attributable to noncontrolling interests | 58 | (230 | ) | |||||
| Comprehensive income attributable to noncontrolling interests | 1,690 | 1,394 | ||||||
| Comprehensive income attributable to the Partnership | $ | 132,744 | 106,260 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the three months ended March 31, 2026 and 2025
(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, 2024 | $ | 6,721,920 | 40,744 | 2,226 | 6,764,890 | 135,417 | 6,900,307 | |||||||||||||||||
| Net income | 109,587 | 642 | — | 110,229 | 1,624 | 111,853 | ||||||||||||||||||
| Other comprehensive loss | ||||||||||||||||||||||||
| Other comprehensive loss before reclassification | — | (20 | ) | (2,289 | ) | (2,309 | ) | (145 | ) | (2,454 | ) | |||||||||||||
| Amounts reclassified from accumulated other comprehensive loss | — | (8 | ) | (1,652 | ) | (1,660 | ) | (85 | ) | (1,745 | ) | |||||||||||||
| Adjustment for noncontrolling interests in the Operating Partnership | 2,210 | (2,210 | ) | — | — | — | — | |||||||||||||||||
| Contributions from partners | — | 2,210 | — | 2,210 | 2,977 | 5,187 | ||||||||||||||||||
| Distributions to partners | (127,976 | ) | (774 | ) | — | (128,750 | ) | (3,510 | ) | (132,260 | ) | |||||||||||||
| 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 | 5,548 | — | — | 5,548 | — | 5,548 | ||||||||||||||||||
| Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances | (6,583 | ) | — | — | (6,583 | ) | — | (6,583 | ) | |||||||||||||||
| Balance at March 31, 2025 | $ | 6,701,293 | 40,584 | (1,715 | ) | 6,740,162 | 136,278 | 6,876,440 | ||||||||||||||||
| Balance at December 31, 2025 | $ | 6,911,110 | 144,940 | (4,220 | ) | 7,051,830 | 129,776 | 7,181,606 | ||||||||||||||||
| Net income | 128,549 | 2,617 | — | 131,166 | 1,632 | 132,798 | ||||||||||||||||||
| Other comprehensive income | ||||||||||||||||||||||||
| Other comprehensive income before reclassification | — | 43 | 1,955 | 1,998 | 103 | 2,101 | ||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | — | 2 | (422 | ) | (420 | ) | (45 | ) | (465 | ) | ||||||||||||||
| Deferred compensation plan, net | (3 | ) | — | — | (3 | ) | — | (3 | ) | |||||||||||||||
| Contributions from partners | — | — | — | — | 237 | 237 | ||||||||||||||||||
| Distributions to partners | (138,224 | ) | (2,897 | ) | — | (141,121 | ) | (4,336 | ) | (145,457 | ) | |||||||||||||
| 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 | 5,982 | — | — | 5,982 | — | 5,982 | ||||||||||||||||||
| Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances | (8,479 | ) | — | — | (8,479 | ) | — | (8,479 | ) | |||||||||||||||
| Balance at March 31, 2026 | $ | 6,895,522 | 144,705 | (2,687 | ) | 7,037,540 | 127,367 | 7,164,907 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS, L.P.
Consolidated Statem****ents of Cash Flows
For the periods ended March 31, 2026, and 2025
(in thousands)
(unaudited)
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | 132,798 | 111,853 | |||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 106,422 | 96,774 | ||||||
| Amortization of deferred financing costs and debt premiums | 3,979 | 3,334 | ||||||
| Amortization of above and below market lease intangibles, net | (5,051 | ) | (6,215 | ) | ||||
| Stock-based compensation, net of capitalization | 5,279 | 4,966 | ||||||
| Equity in income of investments in real estate partnerships | (22,380 | ) | (14,495 | ) | ||||
| Gain on sale of real estate, net of tax | (7,194 | ) | (101 | ) | ||||
| Distribution of earnings from investments in real estate partnerships | 16,149 | 16,076 | ||||||
| Deferred compensation expense (income) | 766 | (521 | ) | |||||
| Realized and unrealized (gain) loss on investments | (682 | ) | 686 | |||||
| Changes in assets and liabilities: | ||||||||
| Tenant and other receivables | 5,646 | 9,051 | ||||||
| Deferred leasing costs | (5,299 | ) | (1,748 | ) | ||||
| Other assets | (25,405 | ) | (16,176 | ) | ||||
| Accounts payable and other liabilities | (45,946 | ) | (43,735 | ) | ||||
| Tenants' security, escrow deposits and prepaid rent | (6,353 | ) | 1,282 | |||||
| Net cash provided by operating activities | 152,729 | 161,031 | ||||||
| Cash flows from investing activities: | ||||||||
| Acquisition of operating real estate, net of cash acquired of $787 in 2025 | (21,478 | ) | (83,232 | ) | ||||
| Real estate development and capital improvements | (105,071 | ) | (101,386 | ) | ||||
| Proceeds from sale of real estate | 11,830 | — | ||||||
| Proceeds from property insurance casualty claims | 3,281 | — | ||||||
| Collection of notes receivable | 1,069 | 120 | ||||||
| Investments in real estate partnerships | (22,839 | ) | (230 | ) | ||||
| Return of capital from investments in real estate partnerships | 34,679 | — | ||||||
| Dividends on investment securities | 1,555 | 988 | ||||||
| Acquisition of investment securities | (3,135 | ) | (2,233 | ) | ||||
| Proceeds from sale of investment securities | 5,182 | 5,825 | ||||||
| Net cash used in investing activities | (94,927 | ) | (180,148 | ) |
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from financing activities: | ||||||||
| Tax withholding on stock-based compensation | (8,672 | ) | (6,760 | ) | ||||
| Proceeds from sale of treasury stock | 8 | 462 | ||||||
| Contributions from noncontrolling interests | 237 | 2,977 | ||||||
| Distributions to and redemptions of noncontrolling interests | (4,336 | ) | (3,510 | ) | ||||
| Distributions to partners | (278,813 | ) | (128,457 | ) | ||||
| Dividends paid to preferred unit holders | (3,413 | ) | (3,413 | ) | ||||
| Proceeds from issuance of fixed rate unsecured notes, net of debt discount | 447,192 | — | ||||||
| Proceeds from unsecured credit facilities | 255,000 | 280,000 | ||||||
| Repayment of unsecured credit facilities | (345,000 | ) | (80,000 | ) | ||||
| Proceeds from notes payable | — | 10,000 | ||||||
| Repayment of notes payable | (88,000 | ) | (32,787 | ) | ||||
| Scheduled principal payments | (3,207 | ) | (2,548 | ) | ||||
| Payment of financing costs | (3,899 | ) | (194 | ) | ||||
| Net cash (used in) provided by financing activities | (32,903 | ) | 35,770 | |||||
| Net increase in cash and cash equivalents and restricted cash | 24,899 | 16,653 | ||||||
| Cash and cash equivalents and restricted cash at beginning of the period | 120,661 | 61,884 | ||||||
| Cash and cash equivalents and restricted cash at end of the period | $ | 145,560 | 78,537 | |||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid for interest (net of capitalized interest of $2,713 and $2,112 in 2026 and 2025, respectively) | $ | 80,288 | 64,540 | |||||
| Supplemental disclosure of non-cash transactions: | ||||||||
| Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid | $ | 5,376 | 131,020 | |||||
| Acquisition of operating real estate: | ||||||||
| Acquired lease intangible assets | $ | 2,245 | 9,725 | |||||
| Notes payable assumed in acquisition, at fair value | $ | — | 40,060 | |||||
| Intangible liabilities, Accounts payable and other liabilities | $ | 2,272 | 18,957 | |||||
| Acquisition of previously unconsolidated real estate investments: | ||||||||
| Acquired lease intangible assets | $ | 1,329 | 4,308 | |||||
| Notes payable assumed in acquisition, at fair value | $ | — | 16,749 | |||||
| Intangible liabilities, Accounts payable and other liabilities | $ | 1,258 | 1,119 | |||||
| Change in accrued capital expenditures | $ | 7,823 | 13,144 | |||||
| Contributions to investments in real estate partnerships | $ | 14,045 | 257 |
The accompanying notes are an integral part of the consolidated financial statements.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
| 1. | Organization and Significant Accounting Policies |
General
Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership and has no other assets other than through its investment in the Operating Partnership. Its only indebtedness consists of $200 million of unsecured private placement notes, which are guaranteed by the Operating Partnership, which the Company plans to payoff at maturity in 2026. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.
As of March 31, 2026, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 392 properties and held partial interests in an additional 89 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").
Basis of Presentation
The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”), as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.
Estimates, Risks and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to change.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent may be influenced by evolving political, economic, trade, tax and immigration policies and macroeconomic uncertainty, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other countries), entry into and termination of treaties and trade agreements, and economic sanctions. Additionally, geopolitical and macroeconomic challenges, including the wars involving Russia and Ukraine, the U.S. and Iran, other conflicts and instability in the Middle East and in other parts of the world, and economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer confidence and spending.
The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including inflation, reduction in consumer confidence and spending, a slowing of growth, and potentially a recession, thereby adversely impacting the costs to our tenants of operating their businesses, demand for their products and services, and their ability to pay rent, and/or decreasing future demand for space in shopping centers, which could adversely impact occupancy rates and rents. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K, as supplemented by the discussion in Item 1A of Part II of this Quarterly Report on Form 10-Q, for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
Investment Risk Concentrations
As of March 31, 2026, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of March 31, 2026, the Company had three geographic concentrations that individually accounted for at least 10% of its aggregate ABR. Real estate properties located in California, Florida and New York-Newark-Jersey City core-based statistical area accounted for 24.8%, 19.7% and 12.8% of ABR, respectively. As a result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather, natural disasters or economic events that may impact these locations. None of Regency's shopping centers are located outside the United States.
Consolidation
The Company consolidates properties that are wholly-owned and properties where it owns less than 100% but holds a controlling financial interest in the entity. Controlling financial interest is determined using an evaluation based on accounting standards related to the consolidation of Variable Interest Entities ("VIEs") and voting interest entities.
Ownership of the Parent Company
The Parent Company currently has a single class of common stock and two series of preferred stock outstanding.
Ownership of the Operating Partnership
The Operating Partnership's capital includes Common Units and Preferred Units. As of March 31, 2026, the Parent Company owned approximately 97.9% of the outstanding Common Units, with the remaining limited partners' Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.
Real Estate Partnerships
As of March 31, 2026, the Company held partial ownership interests in 107 properties through various real estate partnerships, of which 18 are consolidated partnerships. These partnerships were formed for the purpose of owning and operating real estate properties. The Company's partners in these arrangements include institutional investors, real estate developers or operators, and passive investors (collectively, the "Partners" or "Limited Partners"). The Company’s involvement in these partnerships is through its ownership of its equity interests and its role in property-level management.
The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners, except to the extent that the Company has provided contractual payment guarantees.
Some of these entities have been determined to be variable interest entities ("VIEs") under applicable accounting guidelines. This determination is primarily based on the assessment that the Limited Partners lack substantive kick-out rights (i.e., the ability to remove the general or managing partner with a simple majority vote or less) and do not possess substantive participating rights.
For those VIE partnerships in which the Company is deemed to be the primary beneficiary in accordance with GAAP, the Company consolidates the entity in its financial statements and the Limited Partners’ ownership interests in such entities are reported as noncontrolling interests.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
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) | March 31, 2026 | December 31, 2025 | ||||||
| Assets | ||||||||
| Real estate assets, net | $ | 339,321 | 332,759 | |||||
| Cash, cash equivalents and restricted cash | 18,158 | 21,890 | ||||||
| Tenant and other receivables, net | 7,533 | 7,614 | ||||||
| Deferred costs, net | 6,607 | 6,715 | ||||||
| Acquired lease intangible assets, net | 4,067 | 4,328 | ||||||
| Right of use assets, net | 17,535 | 17,656 | ||||||
| Other assets | 1,241 | 775 | ||||||
| Total Assets | $ | 394,462 | 391,737 | |||||
| Liabilities | ||||||||
| Notes payable | $ | 23,692 | 23,771 | |||||
| Accounts payable and other liabilities | 10,063 | 12,758 | ||||||
| Acquired lease intangible liabilities, net | 10,030 | 10,119 | ||||||
| Tenants' security, escrow deposits and prepaid rent | 1,060 | 960 | ||||||
| Lease liabilities | 19,608 | 19,559 | ||||||
| Total Liabilities | $ | 64,453 | 67,167 |
For partnerships in which the Company is not the primary beneficiary and does not hold a controlling financial interest but is able to exercise significant influence, the Company accounts for its investments using the equity method of accounting.
Revenues, and Tenant and other Receivables
Income within Management, transaction, and other fees is primarily derived from contracts with the Company's investments in real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:
| Three months ended March 31, | ||||||||||
| (in thousands) | Timing of satisfaction of performance obligations | 2026 | 2025 | |||||||
| Management, transaction, and other fees: | ||||||||||
| Property management services | Over time | $ | 4,082 | 4,110 | ||||||
| Asset management services | Over time | 1,775 | 1,717 | |||||||
| Leasing services | Point in time | 828 | 872 | |||||||
| Other transaction fees | Point in time | 248 | 113 | |||||||
| Total management, transaction, and other fees | $ | 6,933 | 6,812 |
The accounts receivable for total management, transactions, and other fees, which are included within Tenant and other receivables, net in the accompanying Consolidated Balance Sheets, are $16.5 million and $17.8 million, as of March 31, 2026 and December 31, 2025, respectively.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:
| Standard | Description | Effective date | Effect on the financial statements or other significant matters | |||
| Recently issued: |
| ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ASU 2025-01, Income Statement - Reporting Comprehensive, Income -Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date | ASU 2024-03 requires public business entities to provide additional disclosures that disaggregate certain income statement expense captions into specified categories. The ASU does not impact the presentation of expenses on the face of the income statement but requires additional footnote disclosures to provide users of the financial statements with greater insight into the nature and composition of reported expenses. | Fiscal years beginning January 1, 2027, and interim periods for fiscal years beginning January 1, 2028; Early adoption permitted. | The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. While the adoption of this standard is not expected to have a material impact on the financial position or results of operations, it will require enhanced footnote disclosures related to the disaggregation of income statement expenses. |
| ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity | ASU 2025-03 clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. | January 1, 2027; Early adoption is permitted. | The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company's financial position or results of operations. |
| ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software | ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs and makes targeted improvements for accounting for internally developed software to be sold or marketed externally. | January 1, 2028; Early adoption is permitted. | The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company’s financial position or results of operations. |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
| 2. | Real Estate Investments |
The following tables detail the properties acquired for the periods set forth below:
| (in thousands) | Three months ended March 31, 2026 | ||||||||||||||||||
| Date Purchased | Property Name | City/State | Property Type | Regency's Ownership | Purchase Price (1) | Debt Assumed, Net of Discounts (Premium) (1) | Intangible Assets (1) | Intangible Liabilities (1) | |||||||||||
| 1/1/2026 | Haddon Commons (2) | Westmont, NJ | Operating | 100% | $ | 10,500 | — | 1,329 | 1,217 | ||||||||||
| 1/28/2026 | Crystal Brook Corner | Brookhaven, NY | Redevelopment | 100% | 30,000 | — | 2,245 | 2,068 | |||||||||||
| Total property acquisitions | $ | 40,500 | — | 3,574 | 3,285 |
(1)
Amounts for purchase price and allocation are reflected at 100%.
(2)
This property was held within an unconsolidated real estate partnership, in which the Company held a 40% interest. Effective January 1, 2026, the Company purchased its partner's remaining 60% ownership interest in this property. Upon acquisition, this property was consolidated into Regency's financial statements.
| (in thousands) | Three months ended March 31, 2025 | ||||||||||||||||||
| Date Purchased | Property Name | City/State | Property Type | Regency's Ownership | Purchase Price (1) | Debt Assumed, Net of Discounts (Premium) (1) | Intangible Assets (1) | Intangible Liabilities (1) | |||||||||||
| 1/1/2025 | Putnam Plaza (2) | Carmel Hamlet, NY | Operating | 100% | $ | 31,000 | 16,749 | 4,308 | 460 | ||||||||||
| 1/10/2025 | Orange Meadows | Orange, CT | Outparcel | 100% | 4,200 | — | 354 | 299 | |||||||||||
| 3/14/2025 | Brentwood Place | Nashville, TN | Operating | 100% | 118,500 | 40,060 | 9,371 | 18,295 | |||||||||||
| Total property acquisitions | $ | 153,700 | 56,809 | 14,033 | 19,054 |
(1)
Amounts for purchase price and allocation are reflected at 100%.
(2)
This property was held within a single property unconsolidated real estate partnership, in which the Company held a 66.7% ownership interest. Effective January 1, 2025, the Company purchased its partner's remaining 33.3% ownership interest. Upon acquisition, this property was consolidated into Regency's financial statements.
| 3. | Property Dispositions |
The following table provides a summary of consolidated operating properties and land parcels sold during the current period:
| Three months ended March 31, | |||
| (in thousands, except number sold data) | 2026 | ||
| Net proceeds from sale of real estate investments | $ | 11,830 | |
| Gain on sale of real estate, net of tax | 7,194 | ||
| Number of land parcels sold | 2 | ||
| Percent interest sold | 100% |
There were no property dispositions during the three months ended March 31, 2025.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
| 4. | Other Assets |
The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
| (in thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Goodwill | $ | 166,739 | 166,739 | |||||
| Investments | 48,397 | 51,373 | ||||||
| Prepaid and other | 49,149 | 34,575 | ||||||
| Derivative assets | 6,989 | 6,778 | ||||||
| Furniture, fixtures, and equipment, net ("FF&E") | 17,679 | 12,728 | ||||||
| Deferred financing costs, net | 5,777 | 6,530 | ||||||
| Total other assets | $ | 294,730 | 278,723 |
| 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) | Scheduled Maturity Date | Weighted Average Contractual Rate | Weighted Average Effective Rate | March 31, 2026 | December 31, 2025 | |||||||||
| Notes payable: | ||||||||||||||
| Fixed rate mortgage loans | 1/1/2027 - 10/1/2038 | 4.0% | 4.9% | $ | 387,000 | 475,948 | ||||||||
| Variable rate mortgage loans (1) | 10/1/2026 - 2/20/2032 | 4.4% | 4.6% | 269,287 | 270,489 | |||||||||
| Fixed rate unsecured debt | 5/11/2026 - 3/15/2049 | 4.2% | 4.4% | 4,317,647 | 3,872,864 | |||||||||
| Total notes payable, net | 4,973,934 | 4,619,301 | ||||||||||||
| Unsecured credit facility: | ||||||||||||||
| $1.5 Billion Line of Credit (the "Line") (1)(2) | 3/23/2028 | 4.4% | 4.7% | 30,000 | 120,000 | |||||||||
| Total unsecured credit facility | 30,000 | 120,000 | ||||||||||||
| Total debt outstanding | $ | 5,003,934 | 4,739,301 |
(1)
As of March 31, 2026, 99.5% of the variable rate debt are fixed through interest rate swaps.
(2)
The Company has the option to extend the maturity date by two additional six-month periods beyond the Scheduled Maturity Date in the table above. 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 2026 includes:
On February 2, 2026, $88.0 million of a fixed rate mortgage loan was repaid at maturity.
On February 18, 2026, the Company issued $450 million aggregate principal amount of senior unsecured notes due 2033 (the “2026 Notes”). The 2026 Notes were issued at 99.376% of par and bear interest at a rate of 4.50% per annum.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
Scheduled principal payments and maturities on notes payable and the unsecured credit facility were as follows:
| (in thousands) | March 31, 2026 | |||||||||||||||
| Scheduled Principal Payments and Maturities by Year: | Scheduled Principal Payments | Mortgage Loan Maturities | Unsecured Maturities (1) | Total | ||||||||||||
| 2026 (2) | $ | 9,634 | 59,849 | 200,000 | 269,483 | |||||||||||
| 2027 | 10,051 | 222,558 | 525,000 | 757,609 | ||||||||||||
| 2028 | 8,365 | 51,939 | 330,000 | 390,304 | ||||||||||||
| 2029 | 5,619 | 97,120 | 425,000 | 527,739 | ||||||||||||
| 2030 | 5,445 | 2,163 | 600,000 | 607,608 | ||||||||||||
| Beyond 5 Years | 24,208 | 190,675 | 2,300,000 | 2,514,883 | ||||||||||||
| Unamortized debt premium/(discount) and issuance costs | — | (31,339 | ) | (32,353 | ) | (63,692 | ) | |||||||||
| Total | $ | 63,322 | 592,965 | 4,347,647 | 5,003,934 |
(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 March 31, 2026, with all debt covenants.
| 6. | Derivative 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 Company does not intend to utilize derivative instruments for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that meet the Company's stringent standards for creditworthiness. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Detail on the Company's interest rate derivatives outstanding is as follows:
| (in thousands, except number of instruments data) | ||||||||
| Interest Rate Swaps | March 31, 2026 | December 31, 2025 | ||||||
| Notional amount | $ | 298,084 | 299,375 | |||||
| Number of instruments | 15 | 15 |
Detail on the fair value of the Company's interest rate derivatives is as follows:
| (in thousands) | ||||||||
| Interest rate swaps classified as: | March 31, 2026 | December 31, 2025 | ||||||
| Derivative assets | $ | 6,989 | 6,778 | |||||
| Derivative liabilities | (1,039 | ) | (1,606 | ) |
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not enter into derivative instruments for trading or speculative purposes. As of March 31, 2026, all of the Company's derivatives are designated as cash flow hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged interest payments affect earnings.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:
| Location and Amount of (Loss) Gain Recognized in OCI on Derivative | Location and Amount of Gain Reclassified from AOCI into Net Income | Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded | ||||||||||||||||||||||||||
| Three months ended March 31, | Three months ended March 31, | Three months ended March 31, | ||||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Interest rate swaps | $ | 2,178 | (2,648 | ) | Interest expense, net | $ | (465 | ) | (1,745 | ) | Interest expense, net | $ | 52,185 | 48,013 |
As of March 31, 2026, the Company expects approximately $0.8 million of accumulated comprehensive income on derivative instruments, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.
| 7. | Leases |
Substantially all of the Company's leases are classified as operating leases. The Company's Lease income is comprised of both fixed and variable income. Fixed and in-substance fixed lease income includes stated amounts per lease contracts, which are primarily related to base rent, and in some cases stated amounts for common area maintenance, real estate taxes and insurance (collectively, "Recoverable Costs"). Income for these amounts is recognized on a straight-line basis.
Variable lease income includes the following two main items in the lease contracts:
Recoveries from tenants represent 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 Topic 842:
| Three months ended March 31, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Operating lease income | ||||||||
| Fixed and in-substance fixed lease income | $ | 289,347 | 266,737 | |||||
| Variable lease income | 111,205 | 98,378 | ||||||
| Other lease related income, net: | ||||||||
| Above/below market rent and tenant rent inducement amortization, net | 5,588 | 6,750 | ||||||
| Uncollectible straight-line rent (1) | (2,028 | ) | (400 | ) | ||||
| Uncollectible amounts billable in lease income | (1,499 | ) | (386 | ) | ||||
| Total lease income | $ | 402,613 | 371,079 |
(1)
The amounts include straight-line rent adjustments associated with converting between cash basis and accrual basis of accounting for certain leases.
The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:
| (in thousands) | March 31, 2026 | December 31, 2025 | ||||||
| Tenant receivables | $ | 22,947 | 29,578 | |||||
| Straight-line rent receivables | 185,366 | 180,871 | ||||||
| Other receivables (1) | 59,326 | 63,413 | ||||||
| Total tenant and other receivables | $ | 267,639 | 273,862 |
(1)
Other receivables include notes receivable, construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction, and other fee income.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
| 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:
| March 31, 2026 | December 31, 2025 | |||||||||||||||
| (in thousands) | Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||
| Financial assets: | ||||||||||||||||
| Notes receivable | $ | 30,928 | 31,005 | $ | 31,987 | 32,173 | ||||||||||
| Financial liabilities: | ||||||||||||||||
| Notes payable, net | $ | 4,973,934 | 4,846,390 | $ | 4,619,301 | 4,554,628 | ||||||||||
| Unsecured credit facilities (1) | $ | 30,000 | 30,000 | $ | 120,000 | 120,000 |
(1)
The carrying amount approximates its fair value 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 March 31, 2026, and December 31, 2025, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.
The Company develops its judgments based on the best information available at the measurement date, including expected cash flows, appropriate risk-adjusted discount rates, and available observable and unobservable inputs. Service providers involved in fair value measurements are evaluated for competency and qualifications on an ongoing basis. As considerable judgment is often necessary to estimate the fair value of these financial instruments, the fair values presented above are not necessarily indicative of amounts that will be realized upon disposition of the financial instruments.
(b) Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The marketable securities, which include mutual funds and exchange-traded funds, are measured at fair value using quoted prices in active markets and are classified as Level 1 inputs of the fair value hierarchy.
Changes in the value of securities are recorded within Net investment (income) expense in the accompanying Consolidated Statements of Operations, and include the following:
| Three months ended March 31, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Unrealized Loss | (1,495 | ) | (2,447 | ) |
Available-for-Sale Debt Securities
Available-for-sale debt securities consist of investments in corporate bonds and agency mortgage-backed securities. These securities are recorded at fair value, which is determined using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer credit rating, duration and security type. The fair value measurements for these are considered Level 2 inputs of the fair value hierarchy. Unrealized gains and losses on these available-for-sale debt securities are recognized through Other comprehensive income.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following tables present the placement in the fair value hierarchy of assets and liabilities measured at fair value on a recurring basis:
| Fair Value Measurements as of March 31, 2026 | |||||||||||||||
| 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 | $ | 37,150 | 37,150 | — | — | ||||||||||
| Available-for-sale debt securities | 11,247 | — | 11,247 | — | |||||||||||
| Interest rate derivatives | 6,989 | — | 6,989 | — | |||||||||||
| Total | $ | 55,386 | 37,150 | 18,236 | — | ||||||||||
| Liabilities: | |||||||||||||||
| Interest rate derivatives | $ | (1,039 | ) | — | (1,039 | ) | — |
| Fair Value Measurements as of December 31, 2025 | |||||||||||||||
| 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 | $ | 39,887 | 39,887 | — | — | ||||||||||
| Available-for-sale debt securities | 11,486 | — | 11,486 | — | |||||||||||
| Interest rate derivatives | 6,778 | — | 6,778 | — | |||||||||||
| Total | $ | 58,151 | 39,887 | 18,264 | — | ||||||||||
| Liabilities: | |||||||||||||||
| Interest rate derivatives | $ | (1,606 | ) | — | (1,606 | ) | — |
| 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 March 31, 2026 and December 31, 2025 | |||||||||||||
| Date of Issuance (1) | Shares Issued and Outstanding | Liquidation Preference | Distribution Rate | Callable By Company | |||||||||
| Series A | 8/18/2023 | 4,600,000 | $ | 115,000,000 | 6.250% | On demand | |||||||
| Series B | 8/18/2023 | 4,400,000 | 110,000,000 | 5.875% | On demand | ||||||||
| 9,000,000 | $ | 225,000,000 |
(1)
Issued in connection with the August 18, 2023 merger at terms consistent with their original issuance.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
Except under certain limited conditions, each series of Preferred Stock is non-voting, has no stated maturity and is redeemable for cash at $25.00 per share at the Company's option. The holders of the Preferred Stock have general preference rights over common stockholders with respect to liquidation and quarterly distributions. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of common stock.
Common Stock of the Parent Company
At the Market ("ATM") Program
Under the Parent Company's ATM Program, as reauthorized by the Board in February 2026, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors.
As of March 31, 2026, $500 million of common stock remained available for issuance under this ATM Program.
Stock Repurchase Program
On February 4, 2026, the Board authorized a common stock repurchase program under which the Company may purchase up to $500 million shares of its outstanding common stock (the "Repurchase Program"). Under the Repurchase Program, the Company may repurchase shares through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Repurchase Program expires on February 28, 2029, unless modified, extended or earlier terminated by the Board in its discretion. Any common stock repurchased, if not retired, will be treated as treasury stock.
During the three months ended March 31, 2026, the Company made no repurchases and $500 million remained available under the Repurchase Program.
Preferred Units of the Operating Partnership
The number of Series A Preferred Units and Series B Preferred Units, respectively, issued by the Operating Partnership is equal to the number of Series A Preferred Stock and Series B Preferred Stock, respectively, issued by the Parent Company.
Common Units of the Operating Partnership
Common Units are issued, redeemed, or retired on a one-for-one basis with shares of the Parent Company’s common stock, as described above.
Dividends Declared
The following table provides a summary of dividends declared per share for the periods presented:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Common Stock | $ | 0.755000 | $ | 0.705000 | ||||
| Series A Preferred Stock | $ | 0.390625 | $ | 0.390625 | ||||
| Series B Preferred Stock | $ | 0.367200 | $ | 0.367200 |
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
| 10. | Stock-Based Compensation |
The Company granted 315,026 shares of restricted stock with a weighted-average grant-date fair value of $81.02 per share and 305,041 shares of restricted stock with a weighted-average grant-date fair value of $77.61 per share during the three months ended March 31, 2026 and March 31, 2025, respectively. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and recognizes forfeitures as they occur.
| Three months ended March 31, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Restricted stock | $ | 5,868 | 5,443 | |||||
| Directors' fees paid in common stock and other employee stock grants | 114 | 105 | ||||||
| Capitalized stock-based compensation | (703 | ) | (583 | ) | ||||
| Stock-based compensation, net of capitalization | $ | 5,279 | 4,965 |
| 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 March 31, | ||||||||
| (in thousands, except per share data) | 2026 | 2025 | ||||||
| Numerator: | ||||||||
| Net income attributable to common shareholders - basic | $ | 125,136 | 106,174 | |||||
| Net income attributable to common shareholders - diluted | $ | 125,136 | 106,174 | |||||
| Denominator: | ||||||||
| Weighted average common shares outstanding for basic EPS | 182,998 | 181,449 | ||||||
| Weighted average common shares outstanding for diluted EPS (1) | 183,382 | 181,813 | ||||||
| Net income per common share – basic | $ | 0.68 | 0.59 | |||||
| Net income per common share – diluted | $ | 0.68 | 0.58 |
(1)
Includes the dilutive impact of unvested restricted stock.
The effect of the assumed exchange of the EOP units and certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common shareholders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per share calculations. Weighted average EOP units outstanding were 3,838,188 and 1,096,659 for the three months ended March 31, 2026 and 2025, respectively.
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
| Three months ended March 31, | ||||||||
| (in thousands, except per unit data) | 2026 | 2025 | ||||||
| Numerator: | ||||||||
| Net income attributable to common unit holders - basic | $ | 127,753 | 106,816 | |||||
| Net income attributable to common unit holders - diluted | $ | 127,753 | 106,816 | |||||
| Denominator: | ||||||||
| Weighted average common units outstanding for basic EPU | 186,836 | 182,546 | ||||||
| Weighted average common units outstanding for diluted EPU (1) | 187,220 | 182,910 | ||||||
| Net income per common unit – basic | $ | 0.68 | 0.59 | |||||
| Net income per common unit – diluted | $ | 0.68 | 0.58 |
(1)
Includes the dilutive impact of unvested restricted stock.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
The effect of the assumed exchange of certain other exchangeable units had an anti-dilutive effect upon the calculation of net income attributable to the common unit holders per share. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per unit calculations.
| 12. | Segment Information |
The Company's portfolio is located throughout the United States. Management does not distinguish or group its operations on a geographical basis for purposes of allocating resources or capital. The Company’s chief operating decision maker ("CODM") evaluates operating and financial performance for each property on an individual property level; therefore, the Company defines an operating segment as its individual properties. The individual properties have been aggregated into one reportable segment based upon their similarities with regard to both the nature and economics of the centers, tenants and operational processes, as well as long-term average financial performance.
The following tables provide information about the Company's reportable segment's revenues, significant expenses, net operating income ("NOI") and the reconciliation of NOI to the Company’s consolidated Net income:
| Three months ended March 31, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Lease income | $ | 437,095 | 408,088 | |||||
| Other property income | 3,718 | 3,379 | ||||||
| Less: | ||||||||
| Straight-line rent on lease income | (4,708 | ) | (6,451 | ) | ||||
| Above/below market rent amortization, net | (5,795 | ) | (7,005 | ) | ||||
| Total real estate revenues | 430,310 | 398,011 | ||||||
| Operating expenses (1) | (78,148 | ) | (73,464 | ) | ||||
| Real estate taxes | (55,768 | ) | (51,009 | ) | ||||
| NOI | $ | 296,394 | 273,538 |
(1)
Operating expenses include Operating and maintenance, Ground rent and Termination expense
| Three months ended March 31, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Reconciliation of NOI to Net income: | ||||||||
| NOI | $ | 296,394 | 273,538 | |||||
| Consolidated: | ||||||||
| Straight-line rent on lease income | 4,556 | 5,607 | ||||||
| Above/below market rent amortization, net | 5,588 | 6,750 | ||||||
| Management, transaction, and other fees | 6,933 | 6,812 | ||||||
| Straight-line rent on ground rent | (381 | ) | (337 | ) | ||||
| Above/below market ground rent amortization | (536 | ) | (535 | ) | ||||
| Depreciation and amortization | (106,422 | ) | (96,774 | ) | ||||
| General and administrative | (25,606 | ) | (21,600 | ) | ||||
| Other operating expenses | (1,001 | ) | (1,688 | ) | ||||
| Other expense, net | (44,296 | ) | (48,673 | ) | ||||
| Add: Share of noncontrolling interests excluded from NOI | 2,169 | 2,204 | ||||||
| Less: Equity in income of investments in real estate excluded from NOI | (4,600 | ) | (13,451 | ) | ||||
| Net income | $ | 132,798 | 111,853 |
| 13. | Commitments and Contingencies |
Litigation
The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
March 31, 2026
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 $17.8 million and $19.2 million for environmental assessment and remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, respectively.
Letters of Credit
The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which 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 $12.9 million in letters of credit outstanding as of March 31, 2026 and December 31, 2025, respectively.
Next: Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
