Item 1A. Risk Factors

In addition to the information set forth in this Report, please also refer to the Risk Factors set forth in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”).

In item 1A of our Form 10-K, we include a risk factor which is titled "Macroeconomic, political, and geopolitical conditions and governmental policies may adversely impact consumer confidence and spending and the businesses of our tenants and could, in turn, adversely impact our business." This risk factor discusses, among other risks, those related to geopolitical conflicts in the Middle East. Since the filing of our Form 10-K, a significant military conflict primarily involving the U.S., Israel and Iran, but which has also involved other countries in the Middle East, has commenced. This conflict has exacerbated certain risks previously disclosed, including the risk of energy market volatility due to impacts of the conflict on the global price of oil. Sustained increases or volatility in energy prices may contribute to broader inflationary pressures, increase operating costs at our properties, and adversely impact our tenants’ sales, costs, operating margins and financial condition. These conditions may reduce tenant demand for our space, impair tenant ability to meet their lease obligations, and limit our ability to fully recover operating costs and cost increases. In addition, inflationary pressures and higher energy costs may increase the cost of construction and construction materials, which could impact the feasibility, timing and returns of our development and redevelopment projects, as well as the cost of tenant improvements and other capital projects at our properties. The extent and duration of the current Iran-based conflict remains uncertain and, if it continues unresolved for a meaningful period of time, could materially affect our business, financial condition, and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the three months ended June 30, 2026.

The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended June 30, 2026:

(1)

Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.

(2)

On February 4, 2026, our Board approved a new common stock repurchase program, which replaced our existing program. The new program authorizes up to $500 million in repurchases, and the Company may purchase shares of its outstanding common stock through open market purchases and/or privately negotiated transactions, subject to market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. The expiration date of the new repurchase program is February 28, 2029, unless modified, extended or earlier terminated by the Board in its discretion.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.