10-K

REGENCY CENTERS CORP (REG)

10-K 2026-02-13 For: 2025-12-31
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,

2025

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<br><br>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 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 Name of each exchange on which registered
None N/A N/A

Securities registered pursuant to Section 12(g) of the Act:

Regency Centers Corporation: None

Regency Centers, L.P.: Units of Partnership Interest

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act

Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒

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. (Check one):

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Regency Centers Corporation ☒ Regency Centers, L.P. ☒

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

Regency Centers Corporation ☐ Regency Centers, L.P. ☐

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

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 Act).

Regency Centers Corporation Yes ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒

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

Regency Centers Corporation $12.8 billion Regency Centers, L.P. N/A

The number of shares outstanding of the Regency Centers Corporation’s common stock was 182,906,561 as of February 10, 2026.

Documents Incorporated by Reference

Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2026 Annual Meeting of Shareholders, are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent described therein.

EXPLANATORY NOTE

This Annual Report on Form 10-K (this "Report") combines the annual reports on Form 10-K for the year ended December 31, 2025, 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 December 31, 2025, 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 annual reports on Form 10-K 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

Item No. Form 10-K<br><br>Report Page
PART I
1. Business 2
1A. Risk Factors 9
1B. Unresolved Staff Comments 22
1C. Cybersecurity 22
2. Properties 24
3. Legal Proceedings 40
4. Mine Safety Disclosures 40
PART II
5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 40
6. Reserved 41
7. Management's Discussion and Analysis of Financial Condition and Results of Operations 42
7A. Quantitative and Qualitative Disclosures About Market Risk 57
8. Financial Statements and Supplementary Data 58
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 124
9A. Controls and Procedures 124
9B. Other Information 125
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 125
PART III
10. Directors, Executive Officers and Corporate Governance 125
11. Executive Compensation 126
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 126
13. Certain Relationships and Related Transactions, and Director Independence 126
14. Principal Accountant Fees and Services 126
PART IV
15. Exhibits and Financial Statement Schedules 127
16. Form 10-K Summary 130
SIGNATURES
17. Signatures 131

Forward-Looking Statements

Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Regency's future events, developments, or financial or operational performance or results, are "forward-looking statements" made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as "may," "will," "could," "should," "would," "expect," "estimate," "believe," "intend," "forecast," "project," "plan," "anticipate," "guidance," and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained, and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risk factors, including, without limitation, risk factors relating to:

  • The Current Economic and Geopolitical Environments
  • Pandemics or Other Health Crises
  • Operating Retail-Based Shopping Centers
  • Real Estate Investments
  • The Environment Affecting Our Properties
  • Corporate Matters
  • Our Partnerships and Joint Ventures
  • Funding Strategies and Capital Structure
  • Information Management and Technology
  • Taxes and the Parent Company’s Qualification as a REIT
  • The Company’s Stock,

as more specifically described in "Item 1A. Risk Factors" of this Report. When considering an investment in our securities, you should carefully read the risk factors described in Item 1A and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our other filings with and submissions to the Securities and Exchange Commission ("SEC"). If any of the events described in the risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected. Forward-looking statements are only as of the date they are made, and Regency undertakes no duty to update its forward-looking statements, whether as a result of new information, future events or developments or otherwise, except as and to the extent required by law.

Certain forward-looking and other statements in this Annual Report on Form 10-K, or other locations, such as on our corporate website, may also contain references to various corporate responsibility or environmental, social, and governance ("ESG") standards and frameworks, which are used or followed by certain of our investors. These standards and frameworks are often reliant on third-party information or methodologies that are subject to evolving expectations and practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to changes in the expectations of our investors, the requirements of these standards and frameworks, availability of information, our business, and applicable governmental law or policies, or other factors, some of which may be beyond our control.

Key strategies to achieve our goals are to:

  • Generate same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center peers;
  • Reinvest free cash flow and portfolio enhancement disposition proceeds into high-quality developments, redevelopments and acquisitions in a long term accretive manner;
  • Maintain a conservative balance sheet that provides liquidity, financial flexibility and cost-effective funding of investment opportunities, while also managing debt maturities that enable us to weather economic downturns;
  • Responsibly pursue investor and business-driven corporate responsibility practices; and
  • Attract, retain, and engage an exceptional team with a range of skills and experiences that is guided by our values while fostering an environment of innovation and continuous improvement.

Competition

We are among the largest owners of shopping centers in the USA based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in our line of business that compete with us in our targeted markets, including grocery store chains that own shopping centers and also anchor some of our shopping centers. This dynamic results in competition for attracting tenants as well as acquiring existing shopping centers and new development sites. In addition, brick and mortar shopping centers face continued competition from alternative shopping and delivery methods. We believe that our competitive advantages are driven by:

  • the market areas in which we operate, and the locations of our shopping centers within those trade areas;
  • the quality of our shopping centers including our strategy of maintaining and renovating these centers to our high standards;
  • the compelling demographics surrounding our shopping centers;
  • our relationships with our anchor, shop, and out-parcel tenants;
  • our experienced leadership team and cycle-tested expertise; and
  • our ability to successfully develop, redevelop, and acquire shopping centers.

Corporate Responsibility and Human Capital

We strive to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. This is essential for our business and our tenants' businesses. For this reason, corporate responsibility is a foundational strategy of Regency. We believe that alignment of strategy and business sustainability is critical to the long-term success of our Company, our shareholders, the environment, and the communities in which we operate. To achieve this alignment, our corporate responsibility strategy and practices are built on four pillars:

  • Our People;
  • Our Communities;
  • Ethics and Governance; and
  • Environmental Stewardship.

These practices are guided by three overarching concepts: long-term value creation, our Regency brand and reputation, and the importance of maintaining our culture, which has been a crucial driver of our long-term success. Our continued commitment to these concepts helps to guide our business strategy, and identify and focus on key corporate responsibility-related drivers that we expect to contribute to our future success.

We regularly review our corporate responsibility strategies, goals, and objectives under these four pillars with our Board of Directors (or the "Board") and its committees, which oversee our programs. More information about our corporate responsibility strategy, goals, performance, and reporting, including our annual Corporate Responsibility Report, and our related policies and practices is available on our website at www.regencycenters.com. The content of our website and other information contained therein, including relating to corporate responsibility, is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

With respect to each of these four pillars:

Our People – Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance to the Company's success of attracting and retaining talented individuals with different skills, backgrounds, and experiences to encourage diversity of thought and ideas. In addition, we strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their personal and professional development through training and education opportunities.

As of December 31, 2025, we had 507 employees, including 4 part-time employees. We presently maintain 27 market offices nationwide, including our corporate headquarters in Jacksonville, Florida. None of our employees are represented by a collective bargaining unit, and we believe our relationship with our employees is good.

Our strategy focuses on promoting and advancing high-quality skills and experiences across our organization. The goals of this strategy are to attract, recruit, and retain a talented group of employees to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term strategic, operational and financial success of the organization. Furthermore, aligned with our near-and long-term human capital goals, we remained focused on employee engagement, leveraging our annual employee survey to identify opportunities to improve and further engage our people.

Culture - We believe that much of our success is rooted in our teams and our commitment to a vibrant and welcoming culture. We continue to foster a culture in which everyone is respected, valued, and has an opportunity to contribute and thrive.

Human Rights – Regency is committed to a workplace free from discrimination and harassment and is focused on advancing fundamental human rights. Anti-discrimination and anti-harassment training is provided to all employees at orientation, and annually thereafter.

Talent Attraction and Retention – Our core values place a strong importance on our people, which are our greatest asset and whom we believe make us an employer of choice. We understand the importance of attracting and retaining the best talent to sustain our history of success and build long-term value. We strive to offer some of the most competitive compensation and benefits in the industry in which we operate and are continually looking for new opportunities to ensure that we attract and retain our people.

Training and Development – We strive to provide an environment where our people are connected to their teams, passionate about what they do, and supported to deliver their best efforts and results. From individual contributors to managers and senior leaders, we want to empower our employees to take control of their career growth and realize their full potential through meaningful training and development opportunities.

Health, Safety, and Well-Being – The safety, health, and well-being of our people are a top priority for Regency. We strive to provide a benefit package that is comprehensive, competitive, and thoughtfully designed to attract and retain the best in the industry. We prioritize employee safety at our centers and offices, and require contractors working at our sites to engage in safe work practices.

Our Communities – Our predominately grocery-anchored neighborhood and community shopping centers provide many benefits to the communities in which we live and work, including significant local economic impact in the form of investment, jobs, and taxes. Our local teams are passionate about investing in and engaging with our communities as they customize and curate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience. We are continually reinvesting in our centers, to enhance placemaking and the overall environment for our tenants and shoppers.

We believe philanthropy and charitable giving are important elements of our commitment to the communities in which we operate. Throughout 2025, Regency supported its employees to serve and invest in community organizations through volunteer and financial support. Charitable contributions were made directly by the Company, as well as by the vast majority of our employees who donated their time and money to local non-profits directly serving their communities.

Ethics and Governance – As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights.

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

Environmental Stewardship – We believe that the resilience and sustainability of our assets and business is in the best interest of our investors, tenants, employees, and the communities in which we operate. We have identified specific strategic priorities and practices intended to further these goals and mitigate the risks to Regency’s assets and business: green building, energy efficiency, electric vehicle charging stations, renewable energy, greenhouse gas emissions ("GHG") reduction, water conservation, waste management, and mitigating the effect of climate change as it applies to our real estate portfolio. These strategic priorities support our achievement of key financial and business objectives, while at the same time positively impacting environmental concerns such as climate change, resource scarcity and pollution (including GHG emissions reduction).

Throughout 2025, we continued to collaborate closely with our tenants to mitigate their operational environmental impacts, for our mutual business and financial benefit. Our target aims to reduce our absolute Scope 1 and 2 GHG emissions by 28% by 2030, measured against a 2019 baseline year, and to achieve net-zero Scope 1 and 2 GHG emissions across all operations by 2050. In addition, the Company has established targets to enhance energy efficiency, manage water and waste responsibly and invest in renewable energy sources and electric vehicle charging stations. These targets reflect input from our investors and tenants. Regency’s progress towards these targets, together with our overall resilience and sustainability strategy, are further described in our Corporate Responsibility Report, which report is made available on our web site but is not incorporated into or deemed part of this documents by reference hereto. Based on our current estimates and asset base, we do not expect the pursuit of these targets to materially impact our operating results and financial condition in the near term.

As a long-term owner, operator, and developer of real estate, often in coastal and other environmentally sensitive areas, we acknowledge the potential for climate change to have a material impact on our properties and long-term success as a business. Regency wants to ensure that our properties can safely, sustainably, responsibly and profitably withstand the test of time. We continue to refine our understanding of our exposure to climate-related impacts by conducting ongoing property-level analysis as well as the risks that climate change may pose to our business.

Compliance with Governmental Regulations

We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such requirements, or the interpretation of such requirements by applicable regulatory bodies or the judiciary, may result in unanticipated material financial impacts or adverse tax consequences and could materially affect our operating results and financial condition. Significant regulatory requirements include the laws and regulations described below.

REIT Laws and Regulations

We have elected to be taxed as a REIT under the federal income tax laws. As a REIT, we are generally not subject to federal income tax on taxable income that we distribute to our shareholders. Under the Internal Revenue Code (the "Code"), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year, excluding any net capital gains. We will be subject to regular U.S. federal corporate income tax to the extent that we distribute less than 100% of our net taxable income (including net capital gains) and will be subject to a 4% nondeductible excise tax on the amount by which our distributions in any calendar year are less than a minimum amount specified under U.S. federal income tax laws. In addition, we may be subject to certain state and local income and franchise taxes. If we fail to qualify as a REIT, distributions to stockholders will not be deductible by us, we will not be required to distribute any amounts to our stockholders, and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. We will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost.

We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries ("TRS"). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes which, to date, have not been material to us.

Environmental Laws and Regulations

Under various federal, state and local laws, ordinances and regulations (collectively, "environmental laws"), we may be liable for some or all of the cost to assess and remediate certain hazardous substances at our shopping centers. To the extent any environmental issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, automotive repair shops, and other similar businesses at our centers, as well as the presence of asbestos in some structures. These environmental laws often impose liability without regard to whether the owner knew of, or committed the acts or omissions that caused the presence of the hazardous substances. The presence of such substances, or the failure to properly address contamination caused by such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral, and could result in claims by and liabilities to third parties relating to contamination that emanated from our properties. Although we have a number of properties that could require or are currently undergoing varying levels of assessment and remediation, known environmental liabilities are not currently expected to have a material impact on our financial condition.

Information About Our Executive Officers

Our executive officers are appointed by our Board of Directors and each of our executive officers has been employed by us for more than five years. As of the date of this Report, our executive officers are:

Name Age Title Executive Officer in<br>Position Shown Since
Martin E. Stein, Jr. 73 Executive Chairman of the Board of Directors 2020 (1)
Lisa Palmer 58 President and Chief Executive Officer 2020 (2)
Michael J. Mas 50 Executive Vice President, Chief Financial Officer 2019 (3)
Alan T. Roth 50 East Region President & Chief Operating Officer 2023 (4)
Nicholas A. Wibbenmeyer 45 West Region President & Chief Investment Officer 2023(5)
  • Mr. Stein was appointed Executive Chairman of the Board of Directors effective January 1, 2020. Prior to this appointment, Mr. Stein served as Chief Executive Officer from 1993 through December 31, 2019 and Chairman of the Board since 1999.
  • Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as President, a position she has held since January 2016. Prior to this appointment, Ms. Palmer served as Chief Financial Officer since January 2013. Prior to that, Ms. Palmer served as Senior Vice President of Capital Markets since 2003 and has been with the Company since 1996.
  • Mr. Mas was named Executive Vice President, Chief Financial Officer effective August 2019. Prior to this appointment, Mr. Mas served as Managing Director, Finance, since February 2017, and Senior Vice President, Capital Markets, since 2013, and has been with the Company since 2003.
  • Mr. Roth was named East Region President & Chief Operating Officer, effective January 1, 2024. Prior to this appointment, Mr. Roth served as Executive Vice President, National Property Operations and East Region President, since 2023, and Senior Managing Director, East Region since 2020. Prior to that, he served as Managing Director Northeast Region since 2016 and has been with the Company since 1997.
  • Mr. Wibbenmeyer was named West Region President & Chief Investment Officer, effective January 1, 2024. Prior to this appointment, Mr. Wibbenmeyer served as Executive Vice President, West Region President since 2023 and Senior Managing Director, West Region since 2020. Prior to that, he served as Managing Director of Florida and the Midwest Region since 2016, and has been with the Company since 2005.

Company Website Access and SEC Filings

Our website may be accessed at www.regencycenters.com. Our filings with the SEC can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

General Information

Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, LLC ("Broadridge"), Edgewood, NY.

The Company's stock is listed on the NASDAQ Global Select Market, with its common stock traded under the ticker symbol "REG," and the Company's 6.250% Series A Cumulative Redeemable Preferred Stock, and 5.875% Series B Cumulative Redeemable Preferred Stock trade under the ticker symbols "REGCP," and "REGCO," respectively.

Our independent registered public accounting firm is

KPMG LLP

, Jacksonville, Florida, Firm ID

185

.

Non-GAAP Financial Measures

In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP financial measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP financial measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.

Our non-GAAP financial measures include the following:

  • Adjusted Funds From Operations ("AFFO") is an additional performance measure we use that reflects cash available to fund the Company’s business needs and distribution to shareholders. AFFO is calculated by adjusting Core Operating Earnings ("COE") for (i) capital expenditures necessary to maintain and lease our portfolio of properties, (ii) debt cost and derivative adjustments and (iii) stock-based compensation.
  • Core Operating Earnings is an additional performance measure we use because the computation of Nareit Funds from Operations ("Nareit FFO") includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other amounts as they occur.
  • Nareit Funds from Operations ("Nareit FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated real estate investment partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.

Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations.

  • Net Operating Income ("NOI") is the sum of base rent, percentage rent, termination fee income, tenant recoveries, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, termination expense, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.

Management believes that NOI is a useful measure for investors because it provides insight into the core operations and performance of our properties, independent of the capital structure, financing activities, and non-operating factors. By focusing on property-level performance, NOI allows investors to compare the performance of our real estate assets across periods and with those of other REIT peers in the industry, facilitating a clearer understanding of trends in occupancy, rental income, and operating expense management. In addition to its relevance for investors, management uses NOI as a key performance metric in making operational and strategic decisions. NOI is used to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, redevelopments, and investments in capital improvements.

  • Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.

We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate investment partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP financial measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.

The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated real estate investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.

The presentation of Pro-rata information has limitations which include, but are not limited to, the following:

  • The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
  • Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.

Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.

  • Pro-rata Same Property NOI is a key non-GAAP financial measure commonly used by REITs to evaluate operating performance. It is calculated on a proportionate ownership basis for properties held during the comparable reporting periods, excluding revenue and expenses related to non-same properties during the applicable periods. Management believes this measure provides investors with a useful and consistent comparison of the Company’s operating performance and trends. Management uses Pro-rata Same Property NOI as a supplemental measure to assess property-level performance, excluding the effects of corporate-level expenses, financing costs, and non-operating activities. This measure allows investors to evaluate trends in revenue and expense growth for properties that have been consistently operated during the periods.

Other Defined Terms

The following terms, as defined, are commonly used by management and the investing public to understand, and evaluate our operational results, and are included in this document:

  • Anchor Space is space equal to or greater than 10,000 square feet in a Retail Operating Property.
  • Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.
  • A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.
  • Property In Development includes properties in various stages of ground-up development.
  • Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
  • Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to the project, or (ii) the property features at least two years of anchor operations, if applicable.
  • Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
  • Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.
  • Shop Space is space under 10,000 square feet in a Retail Operating Property.

Item 1A. Risk Factors

Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and submissions to the SEC, which provide additional information and detail. If any of the events described in the following risk factors actually occur, our business, financial condition and/or operating results, as well as the market price of our securities, could be materially adversely affected.

Risk Factors Related to the Current Economic and Geopolitical Environment.

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.

Our business, and the businesses of our tenants, are significantly influenced by overall economic conditions and consumer spending in the United States. A variety of macroeconomic, political, and geopolitical factors, driven in some cases by governmental policy decisions, individually or in the aggregate, could adversely affect the operating environment for retailers and service providers, including increasing the potential for a recession. These factors include federal budgetary and spending policies, actions taken by the Board of Governors of the Federal Reserve System (the "U.S. Federal Reserve"), inflationary pressures, changes in interest rates, energy price changes, labor availability and shortages (including those influenced by governmental immigration policies), supply chain disruptions, tightening credit markets, decreases in consumer confidence and discretionary spending, increases in unemployment and broader uncertainty in the macroeconomic outlook and capital markets.

Geopolitical events and United States governmental policies relating thereto could also impact our business and the businesses of our tenants. 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. In addition, geopolitical conflicts, including the war involving Russia and Ukraine, conflicts and instability in the Middle East and Venezuela, geopolitical conflicts in other regions, and economic or political tensions with trading partners including China (including any slowing of its economy), could adversely impact the businesses of our tenants and, hence, our business, It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effect they may have on global political and economic conditions over the long term.

The individual or aggregate impact of any or all of these events, conditions and policy decisions may reduce consumer spending, increase our tenants’ operating costs, reduce demand for their products or services, impact their access to labor or credit, and impair their ability to meet their lease obligations. In turn, this could negatively affect the overall market for retail space, resulting in decreased demand for space in our centers, which could result in reduced leasing activity, downward pressure on rents that we are able to charge to new or renewing tenants and higher vacancy levels, such that future rent collection and recovery of operating expenses could be adversely impacted and uncollectible rent income could increase. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of either or both may become more limited. All of this, individually or in the aggregate, could adversely impact our results of operations, cash flows, and the financial condition of the Company.

Changes in interest rates may adversely impact our cost to borrow, real estate valuation, stock price, and ability to raise capital through issuance of debt and equity.

The U.S. Federal Reserve has changed its benchmark federal funds rate at different times since 2021. Currently, the federal funds rate remains elevated as compared with the 2010-2020 period. The federal funds rate has historically been adjusted by the U.S. Federal Reserve to address its perception of economic conditions, including inflation and the jobs market.

Although the U.S. Federal Reserve has more recently reduced the federal funds rate, the future direction, magnitude, and pace of interest rate changes as always remain uncertain. Prolonged periods of elevated or volatile interest rates may adversely impact our cost of borrowing. While a significant amount of our outstanding debt has fixed interest rates, we also borrow funds at variable interest rates under the Line. As of December 31, 2025, less than 2.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition to our exposure to variable-rate debt, we have approximately $348.3 million and $752.1 million of consolidated fixed rate debt maturing in 2026 and 2027 that we expect to refinance, in whole or part, by accessing the public and/or private debt markets. If interest rates are elevated or volatile at the time these obligations are refinanced, the cost of issuing new debt could be materially higher than our maturing debt, which would increase our overall cost of capital and adversely affect our liquidity, results of operations, and cash flows.

Prolonged periods of high interest rates may also negatively impact the capitalization rates applied by investors when analyzing the valuation of our real estate asset portfolio. This could result in a decline in our stock price and market capitalization, which may adversely impact our ability to raise equity capital on acceptable terms through sales of our common shares, including through our At the Market ("ATM") program, which we have historically used from time to time to refinance debt, fund acquisition, development and redevelopment investments, and for general corporate purposes.

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

Liquidity constraints or lack of available credit, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us and our tenants to acquire financing on acceptable terms or at all. Additionally, our critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.

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

Risk Factors Related to Pandemics or other Public Health Crises

Pandemics or other public health crises, may adversely affect our tenants' financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease obligations could be negatively impacted by the disruptions and uncertainties of a pandemic or other public health crises. Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and as it relates to the Company, their ability to comply with their lease obligations. Therefore, our future results of operations and overall financial performance could be uncertain should a pandemic or other public health crises occur.

Risk Factors Related to Operating Retail-Based Shopping Centers

Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up, as well as autonomous delivery systems, may adversely impact our revenues, results of operations, and cash flows.

Retailers with brick and mortar stores face the risk of the impact of e-commerce and changes in customer buying habits, including shopping from home, the delivery or curbside pick-up of items ordered online, and various experimental retail experiences. Retailers are constantly considering these customer buying habits and other trends when making decisions regarding their brick and mortar stores and how they will compete and innovate in a rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods which have historically been less likely to be purchased online; however, the continuing change in customer buying habits, including e-commerce sales in all retail categories may cause retailers to adjust the size or number of their retail locations in the future or close stores. For example, our grocer tenants are incorporating e-commerce concepts through third-party delivery platforms, home delivery and curbside pick-up, which could reduce foot traffic at our centers. Autonomous delivery systems, drone deliveries, and robotic fulfillment centers could also reduce the need for strategically located retail space.

In addition, while our grocery tenants span a range of different formats, traditional grocers have seen, and may continue to see, loss of business to non-traditional grocers (such as Walmart, and Target), "discount grocers" (such as Aldi and Dollar General) and "specialty grocers" (such as Whole Foods, Trader Joe's and Fresh Market), which may also impact foot traffic at some of our centers. These alternative delivery methods, formats and shift in shopping preferences could be more likely to impact foot traffic at our centers in certain higher-income markets where consumers are willing to pay premiums for such services. Changes in customer buying habits and shopping trends may also impact the profitability and financial condition of retailers that do not adapt to changes in market conditions, and therefore may impact their ability to pay rent.

Any or all of these trends, technological changes and offering of different retail options and experiences may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows.

Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.

Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. Our real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for 24.8% 19.7%, and 12.6% of our annualized base rent ("ABR"), respectively. Our revenues and cash flow may be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate more significantly in these states compared to other geographic areas. Additionally, there is a risk that businesses and residents in major metropolitan cities may relocate to different states or suburban markets.

Our success depends on the continued presence and success of our "anchor" tenants.

"Anchor Tenants" (tenants occupying Anchor Spaces) operate large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the attraction and success of other tenants by drawing shoppers to the property. Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant Anchor Tenant:

  • becomes bankrupt or insolvent;
  • experiences a downturn in its business or profitability;
  • shifts its capital allocation away from brick and mortar formats;
  • materially defaults on its leases;
  • does not renew its leases as they expire;
  • renews at lower rental rates and/or requires a tenant improvement allowance; or
  • renews but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to re-lease the vacated space.

Due to their desirability as tenants, sought-after Anchor Tenants often exercise considerable leverage in lease negotiations and may obtain favorable provisions relative to other tenants. For example, some Anchor Tenants have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated Anchor Space, including space that may be owned by the Anchor Tenant (as discussed below), can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. In addition, if a significant tenant vacates a property, so-called "co-tenancy clauses" in select leases may allow other tenants to modify or terminate their rent payment or other lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center.

Additionally, some of our shopping centers are anchored by retailers who own their space in a location that is not strictly within the boundaries of, or is immediately adjacent to, our shopping center ("shadow anchors"). In those cases, the shadow anchors appear to the consumer as a retail tenant of the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow Anchor Space becomes vacant, it could negatively impact our center as consumer traffic would likely be reduced.

A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants are not successful, or if the demand for the types or mix of tenants significantly change.

At December 31, 2025, tenants with fewer than three locations ("Local Tenants") represent approximately 21% of annualized base rent. Local Tenants vary from retail shops and restaurants to service providers. These Local Tenants may be more vulnerable to unfavorable economic conditions and changing customer buying habits and retail trends than larger tenants, and may have more limited resources and access to capital than national or regional tenants. As such, in the event of a downturn in economic conditions, governmental policy changes or adversely changing retail habits and trends, they may suffer disproportionately greater impacts and be at greater risk of lease default than other tenants.

We may be unable to collect balances due from tenants in bankruptcy.

Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or all of their leases and close related stores. In addition, any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold (and at times in the past that has been the case). Additionally, we have incurred, and in the future may incur, significant expense to recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy

and rejects its leases, we have in the past experienced, and may experience in the future, a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant.

Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases.

Certain costs and expenses associated with operating our properties, such as real estate taxes, insurance, utilities and common area expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances. For example, in recent years we have seen material increases in the cost of insurance for our properties. As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such adverse circumstances and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows, operating results and financial performance may be adversely impacted.

Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have an adverse effect on us.

All of our properties are required to comply with the Americans with Disabilities Act (the "ADA"), which generally requires that buildings be made accessible to people with disabilities. Compliance with the ADA requirements has in the past, and may in the future require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations and building codes as they may be adopted by governmental entities and become applicable to the properties. Costs to be in compliance with the ADA or any other building, fire, and safety regulations could have a material negative impact on our results of operations.

Risk Factors Related to Real Estate Investments

Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.

Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be recoverable, which may result in impairment. We periodically evaluate whether there are any indicators, including declines in property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable and therefore may be impaired. Our evaluation includes several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our investment, redevelopment, and disposition strategies or changes in the market where an asset is located may alter management's intended holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to our financial condition or operating performance.

The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand, competition and other relevant criteria, and therefore are subject to management judgment. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information.

These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in the future related to our assets.

We face risks associated with development, redevelopment, and expansion of properties.

We actively pursue opportunities for new retail development and existing property redevelopment and/or expansion. Development and redevelopment activities frequently require various government and other approvals for land use entitlements, and any delay in receiving such approvals may significantly delay development and redevelopment projects. We may not recover our investment in our projects for which approvals are not received, and delays may adversely impact our expected returns. Additionally, changes in political leaders due to elections and/or in governmental policies relating to development may impact our ability to obtain favorable approvals for in-process and future developments and redevelopment projects.

We are subject to other risks associated with development and redevelopment projects, including the following:

  • we may be unable to lease newly developed or redeveloped projects to full occupancy on a timely basis;
  • the occupancy rates and rents of a completed project may not be sufficient to make the project profitable, or otherwise not meet our investment return expectations;
  • actual costs of a project may exceed original estimates, possibly making the project unprofitable, or not meet our investment return expectations;
  • delays in the development or construction process, including supply chain disruption, may increase our costs;
  • construction cost increases may reduce investment returns on development and redevelopment opportunities, or require us to postpone or abandon a project or projects;
  • we may abandon development or redevelopment opportunities and lose our investment due to adverse market conditions;
  • the size of our development and redevelopment pipeline may strain our labor or capital capacity to complete the development and redevelopment projects within targeted timelines and may reduce our investment returns;
  • a reduction in the demand for new retail space may reduce our future development and redevelopment activities, which in turn may reduce our NOI; and
  • changes in the level of future development and redevelopment activity may adversely impact our results of operations by reducing the amount of internal overhead costs that may be capitalized.

We face risks associated with the development of mixed-use commercial properties.

If we engage in more complex acquisitions and mixed-use development and redevelopment projects, there could be more unique risks to our return on investment. Mixed-use projects refer to real estate projects that, in addition to retail space, may also include space for residential, office, hotel or other commercial purposes. We have less experience in developing and managing non-retail real estate than we do retail real estate. As a result, if a development or redevelopment project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer, or partner with a developer.

  • If we decide to develop the non-retail components ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate, but also to risks associated with developing, owning, operating or selling non-retail real estate, including but not limited to more complex entitlement processes and multiple-story buildings. These unique risks may adversely impact our return on investment in these mixed-use development projects.
  • If we sell the non-retail components, our retail component will be impacted by the decisions made by the other owners, and actions of those occupying the non-retail spaces in these mixed-use properties.
  • If we partner with a developer, it makes us dependent upon the partner's ability to perform and to agree on major decisions that impact our investment returns of the project. In addition, there is a risk that the non-retail developer may default on its obligations necessitating that we complete the other components ourselves, including providing necessary financing.

We face risks associated with the acquisition of properties.

Our investment strategy includes investing in high-quality shopping centers that are leased to market-leading grocers, category-leading anchors, specialty retailers, and/or restaurants located in areas with above average household incomes and population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may adversely affect our results of operations and cash flows:

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

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

  • our investigation of an entity, property or building prior to our acquisition, and any representation we may have received from such seller, may fail to reveal various liabilities including defects, necessary repairs or environmental matters requiring corrective action, which may increase our costs;

  • our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which may result in the property failing to achieve our projected return, either temporarily or permanently;

  • we may not recover our costs from an unsuccessful acquisition;

  • our acquisition activities may distract or strain our management capacity; and

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

We may be unable to sell properties when desired because of market conditions.

Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they may not be readily convertible to cash. Market conditions, including macroeconomic events, interest rate changes, capital availability, and pandemics and other health crises, may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our properties, including properties held in joint ventures, in response to changes in economic, industry, financial market, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment.

Changes in tax laws could impact our acquisition or disposition of real estate.

Certain properties we own have a low tax basis, which may result in a meaningful taxable gain in the event of a sale. Where appropriate and available, we utilize, and intend to continue to utilize, Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws do not eliminate the benefits of effectuating 1031 exchanges or significantly modify the requirements for a transaction to qualify for 1031 exchange treatment. In the event that we cannot or do not utilize 1031 exchanges when we sell certain properties, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments or other priorities.

Risk Factors Related to the Environment Affecting Our Properties

Climate change may adversely impact our properties, some of which may be more vulnerable due to their geographic location, and may lead to additional compliance obligations and costs.

We work with experts to plan for the potential physical, operational and financial impacts of climate change on our business, and we cannot reliably predict the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns and natural disasters, our properties in certain markets may experience increases in frequency and intensity of severe weather events, natural disasters and rising sea‑levels. Further, population migration may occur in response to these or other factors and negatively impact our centers. For example, climate and other environmental changes may result in more unpredictable or decreased demand for retail space and in shopper traffic at certain of our properties, reduced rent and/or, in extreme cases, our inability to operate certain properties at all.

In addition, a significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, floods, tornadoes, wildfires, droughts, extreme temperatures, sea-level rise, and other natural disasters and severe weather events that could be exacerbated by climate change. At December 31, 2025, 20.2% of the GLA of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally, 21.5% and 7.8% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance premiums and other related costs for properties in these areas have increased significantly in recent years, and more frequent and intense weather conditions and natural disasters may cause property insurance premiums and other related costs to further increase significantly in the future. We recognize that the frequency and/or intensity of extreme weather events and other natural disasters may continue to increase, and as a result, our exposure to these events may increase, especially in these particularly susceptible locations. Severe weather conditions and other natural disasters may disrupt our business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the ability or willingness of tenants and residents to remain in or move to these affected areas.

In addition to the potential physical, operational and financial impacts to our business, we also cannot reliably predict how the federal government and the state and local governments in the areas in which we operate will respond to the risks associated with climate change. Certain states in which we own and operate shopping centers, such as the State of California, have passed legislation that requires reporting on climate related financial-risk and greenhouse gas ("GHG") emissions, or may require, for example, overall reductions by the state of GHG emissions (which may, in turn, result in future legal obligations on business operators like us). In addition, anti-climate change advocates, as well as certain state attorneys general, have also commenced investigations and brought legal challenges relating to corporate climate initiatives and commitments. Also, through one or more executive orders issued by the president and policy implementation by executive branch agencies, the federal government has implemented policy changes intended to de-emphasize climate change and initiatives relating to its mitigation. Additional state and federal laws, rules and legal challenges

with respect to climate change may be enacted or brought in the future, and the extent and scope of their requirements and impact on companies like Regency are unknown. While many of our investments relating to GHG emission reduction, energy efficient lighting, building systems upgrades, clean energy installations, water usage reduction and other similar initiatives provide favorable returns and contribute to the resilience of our assets and sustainability of our business, compliance with numerous, potentially fragmented current and future laws and regulations related to perceived risks of climate change has required us to make additional investments and incur additional costs, as well as to implement new or additional processes and controls to facilitate better disclosure and meet compliance and disclosure obligations, and we expect this to continue into the future.

In sum, taking these risks and potential impacts together, climate change may materially and adversely impact our business by increasing the cost to operate our properties, for example, with respect to infrastructure and facilities construction and maintenance, energy, insurance (and, potentially, the incurrence of uninsured losses), taxes, consultants and advisors, and other unforeseen fees, costs and expenses. We may also face disruptions to our business and the businesses of our tenants, which may result in higher costs or even some tenants being unable to conduct business in certain locations. In addition, we face the risk of the impacts of current, proposed and future legislative, regulatory and other governmental policy-related requirements in response to the perceived risks of climate change, as well as the expectations of investors, lenders and other stakeholders as to disclosures and responses relating to climate-related matters. At this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change and our responses to it will not have a material and adverse effect on the value of our properties and our operational and financial performance in the future.

Costs of environmental remediation may adversely impact our financial performance and reduce our cash flow.

Under various federal, state, and local laws, an owner or manager of real property may be liable for some or all the costs to assess and remediate the presence of hazardous substances on the property, which in our case most typically arise from current or former dry cleaners, gas stations, automotive repair shops, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous substances, which may adversely impact our financial performance and reduce our cash flow. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our ability to sell or lease the property, or borrow using the property as collateral. We can provide no assurance that we are aware of all potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us.

Risk Factors Related to Corporate Matters

An increased and differing focus on metrics and reporting related to environmental, social and governance ("ESG") factors by investors, lenders and other stakeholders may impose additional costs and expose us to new risks.

Many investors, lenders and other stakeholders are focused on understanding how companies report on and address a variety of ESG factors, including institutional investors who hold a significant amount of the equity and debt of the Company. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems and frameworks that have been developed by third parties (such as TCFD and GRESB) to allow ESG comparisons between companies. Although we participate in some of these ratings systems, we do not participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot guarantee that we will be able to score well in the future. We supplement our participation in ratings systems by disclosing on our website information about our initiatives and activities, but some investors may desire additional disclosures that we do not provide. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures or engage in certain ESG-related initiatives and actions could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital.

ESG disclosures may reflect aspirational goals, targets, and other expectations and assumptions, which are necessarily uncertain and may not be realized. Failure to realize (or timely achieve progress on) aspirational goals and targets could adversely affect the views of our investors, third-party ESG ratings organizations and other stakeholders, thereby potentially adversely impacting our reputation, our business and stock price (to the extent that demand for our stock declines). We may also face scrutiny by anti-ESG stakeholders for having such goals or targets, or for our participation in ESG rating or other systems. Moreover, we expect investor, lender and other stakeholder pressure to comply with these voluntary disclosure frameworks to continue, irrespective of climate-related policy decisions by the federal government. Failure to comply with government climate and other ESG-related regulations could also subject us to significant fines and penalties, including risk of litigation, as well as negative perception by stakeholders. In addition, both advocates and opponents of certain ESG matters may resort to a range of activism forms, including media campaigns, shareholder proposals, and litigation, to advance their objectives. To the extent we are subject to such activism, it may adversely impact our business.

An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties.

We carry liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses, such as losses from named windstorms, hurricanes, earthquakes, flooding, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance coverage. In addition, it is possible that the availability of insurance coverage in certain geographic areas may decrease in the future or become unavailable to us, and the cost to procure such insurance may increase due to lack of market availability or other factors beyond our control. As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure or otherwise assume some or all of this risk through deductibles, retentions and other risk-sharing structures. Should a loss occur at any of our properties that is in excess of the insurance limits of our policies, we may lose part or all of our invested capital and revenues from the impacted property or properties, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders.

Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage, destruction or loss. Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and adversely affect our results of operations. To the extent that our tenants are affected by such attacks and threats of violence, their businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases.

Failure to attract and retain key personnel may adversely affect our business and operations.

The success of our business depends, in significant part, on the leadership and performance of our executive management team and other key personnel, and our ability to attract, retain and motivate talented employees may significantly impact our future performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive management team and other key personnel or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any key personnel may have an adverse effect on us.

Risk Factors Related to Our Partnerships and Joint Ventures

We do not have voting control over all of the properties owned in our real estate partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued.

We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. However, these investments, and other future similar investments may involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or objectives.

These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in a premature termination of the applicable partnership or joint venture, or potentially litigation or arbitration, that may increase our investment and related risk as well as our costs and expenses associated with the investment, and distract management from sufficiently focusing their time and efforts on others areas of our business. In addition, we risk the possibility of being held liable for the actions of our partners or other owners. These factors may limit the return that we receive from such investments or cause our cash flows to be lower than our estimates.

The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.

If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property management, leasing and construction management fees from these partnerships as well as the operating income of the properties, which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby losing the operating income and cash flow.

Risk Factors Related to Funding Strategies and Capital Structure

Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties, which may adversely affect results of operations and financial condition.

As part of our funding strategy, we sell properties that no longer meet our strategic objectives or investment standards and/or those with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of other properties, and new developments and redevelopments. An increase in market capitalization rates (which may or may not be driven by an increase in interest rates) or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. Additionally, the sale of properties resulting in significant tax gains may require higher distributions to our stockholders or payment of additional income taxes in order to maintain our REIT status.

We depend on external sources of capital, which may not be available in the future on favorable terms or at all.

To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of equity capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding lenders willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance.

In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage.

Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business.

Our debt financing may adversely affect our business and financial condition.

Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make required mortgage loan payments, the mortgagee may foreclose on the property securing the mortgage.

Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.

Our unsecured notes and unsecured line of credit (the "Line") contain customary covenants, including compliance with financial ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes and the Line, are cross-defaulted, which means that the lenders under those debt arrangements can require immediate repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any default under our debt covenants may have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock.

Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us.

We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These arrangements involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results of operations.

Risk Factors Related to Information Management and Technology

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

Many of our information technology systems (including the systems of our real estate partners and other third-party business partners and service providers) contain personal, financial or other information that is entrusted to us by our tenants, employees and business partners. Many of our information technology systems contain our proprietary information and other confidential information related to our business.

Like all companies, we face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our information technology systems and confidential information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, and through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), "deep fakes" generated through the use of Artificial Intelligence ("AI") tools, malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) information technology systems, products or services. We have experienced cyberattacks and cybersecurity incidents in the past (although none had material adverse impacts on our business or results of operations) and expect to face similar ongoing threats in the future. To the extent we or a third party were to experience a material breach of our information technology systems that results in the unauthorized access, theft, use, manipulation, destruction or other compromises of our confidential information stored in such systems, including through cyber-attacks such as ransomware, denial of service or other methods, such a breach may cause us to lose tenants and employees, result in adverse financial impact, incur third party claims and cause disruption to our business and plans. Despite planning, preparation, and preventative and risk-management measures, our business may be significantly disrupted if unable to quickly recover. Remote and hybrid working arrangements at our company (and at many third-party providers) may also increase cybersecurity risks due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many non-corporate and home networks. Additionally, any integration of AI in our or any service providers’ operations, products or services may pose new or unknown cybersecurity risks and challenges. There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls and procedures, will be fully implemented, complied with or effective in protecting our systems and information. Such security breaches also could subject us to litigation and governmental investigations and proceedings into potential violations of applicable privacy or other laws. Any of these events could result in our exposure to material civil or criminal liability, and we may not be able to fully recover these expenses from our service providers, responsible parties, or insurance carriers, or that applicable insurance will be available to us in the future on economically reasonable terms or at all. We can provide no assurance that the ongoing significant investments in technology and training we make relating to cybersecurity will avoid or prevent such breaches or attacks.

Cyberattacks are expected to increase on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including AI—that trick humans into taking unwarranted actions, circumvent security controls, evade detection and remove forensic evidence. Despite the implementation of training of our employees and security measures for our disaster recovery and business continuity plans, our information systems may be vulnerable to damage or other adverse impact from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure. Any system failure or accident that causes disruption or interruptions to our information systems could result in a material disruption to our operations and business, and cause us to incur material costs to remedy such damages or adverse impacts.

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

In connection with running our business, we receive, store, use and otherwise process information that relates to individuals, including from and about our tenants, employees and business partners. We are therefore subject to laws, regulations and other requirements relating to the privacy, security and handling of personal information. These laws require us to adhere to certain disclosure restrictions and deletion obligations with respect to the personal information, and allow for penalties for violations and, in some cases, a private right of action. These laws also impose transparency and other obligations with respect to personal information of and provide rights with respect to personal information. The application and interpretation of such requirements are evolving and are subject to change, creating a complex compliance environment. There has been a substantial increase in legislative activity and regulatory focus on data privacy and security, including in relation to cybersecurity incidents.

It is possible that new laws, regulations and other requirements, or amendments to or changes in interpretations of existing laws, regulations and other requirements, may require us to incur significant costs, implement new processes, or change our handling of information and business operations. In addition, any failure or perceived failure by us to comply with laws, regulations and other requirements relating to the privacy, security and handling of information could result in legal claims or proceedings (including class actions), regulatory investigations or enforcement actions. We could incur costs in investigating and defending such claims and, if found liable, pay damages or fines or be required to make changes to our business. These proceedings and any subsequent adverse outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.

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

As with many technological innovations, AI presents great promise but also risks and challenges that could adversely affect our business. Sensitive, proprietary, or confidential information of the Company, our tenants, employees and business partners could be leaked, disclosed, or revealed as a result of or in connection with the use of AI technologies by our employees, tenants or vendors. For example, any such information input into a third-party AI or machine learning platform could be revealed to others, including if information is used to train the third party's AI or machine learning models. Additionally, where an AI or machine learning model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Moreover, AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, which may nonetheless appear correct. Based on these and other factors, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability.

Despite the above risks and challenges associated with the use of AI, in the retail industry AI is increasingly being adopted for personalized marketing, inventory management, customer service, pricing optimization, and supply chain management. The costs of implementing new technologies, including AI-driven property management tools, smart building systems, and data analytics platforms, may be substantial.The effectiveness of these tools are being evaluated in an ongoing mannter.

Advanced analytics and AI may enable retailers to optimize their store footprints, potentially leading to reduced space requirements and location closures. Moreover, generative AI and virtual shopping experiences may further shift consumer behavior away from physical stores. AI-powered tools may enable more efficient e-commerce operations, potentially impacting some of the competitive advantages of physical retail locations. Because the use and regulation of AI technologies continue to evolve, additional risks may emerge over time.

In addition, uncertainty in the legal and regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time. Several jurisdictions have already proposed or enacted laws governing AI and may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties for AI use that does not meet certain standards, and require us to change our business practices. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

In sum, any of the above risks associated with the use of AI could adversely affect our business, financial condition, and results of operations.

Risk Factors Related to Taxes and the Parent Company's Qualification as a REIT

If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.

We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that the Parent Company can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a REIT, it generally will not be subject to federal income tax on income that it distributes to its stockholders. Many REIT requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service ("IRS") or a court would agree with the positions we have taken in interpreting the REIT requirements. The Parent Company is also required to distribute to the stockholders at least 90% of its REIT taxable income, excluding net capital gains. The Parent Company will be subject to U.S. federal income tax on undistributed taxable income and net capital gains and to a 4% nondeductible excise tax on any amount by which distributions the Parent Company pays with respect to any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold many of our assets through real estate partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult for the Parent Company to remain qualified as a REIT.

Also, unless the IRS granted relief under certain statutory provisions, the Parent Company would remain disqualified as a REIT for four years following the year it first failed to qualify. If the Parent Company failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), the Parent Company would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, the Parent Company would no longer be required to pay any dividends to stockholders in order to maintain its REIT status, and we could be subject to a federal alternative minimum tax and possibly increased state and local taxes. Although we believe that the Parent Company qualifies as a REIT, we cannot be assured that the Parent Company will continue to qualify or remain qualified as a REIT for tax purposes.

Even if the Parent Company qualifies as a REIT for federal income tax purposes, the Parent Company is required to pay certain federal, state, and local taxes on its income and property. For example, if we have net income from "prohibited transactions," that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise.

New legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders.

Dividends paid by REITs generally do not qualify for reduced tax rates.

Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at ordinary income tax rates. However, domestic shareholders that are individuals, trusts, and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the per share trading price of the Parent Company's capital stock.

Legislative or other actions affecting REITs may have a negative effect on us or our investors.

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect the Parent Company or our investors. We cannot predict how changes in the tax laws might affect the Parent Company or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect the Parent Company's ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. There is also a risk that REIT status may be adversely impacted by a change in tax or other laws. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive relative to an investment in a REIT.

Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code limit our ability to enter into hedging transactions. Generally, income from certain hedging transactions, generally including transactions to manage interest rate changes with respect to borrowings to acquire or carry real estate assets, does not constitute "gross income" for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a TRS.

Partnership tax audit rules could have a material adverse effect.

Under current federal partnership tax audit rules, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and a partner’s allocable share thereof) is determined, and taxes, interest, and penalties attributable thereto are assessed and collected, at the partnership level. With respect to any partnership in which we invest, unless such partnership makes an election or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment, it is possible that such partnership would be required to pay additional taxes, interest, and penalties as a result of an audit adjustment. We could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly.

Risk Factors Related to the Company's Stock

Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a change in control.

Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control.

The issuance of the Parent Company's capital stock may delay or prevent a change in control.

The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock (less the shares of preferred stock already issued and outstanding) and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock may have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders.

Ownership in the Parent Company may be diluted in the future.

In the future, a stockholder's percentage ownership in the Company may be diluted because of equity issuances for acquisitions, capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees. In the past we have issued equity in the secondary market (including in connection with our At the Market ("ATM") program) and may do so again in the future, depending on the price of our stock and other factors.

In addition, our restated articles of incorporation, as amended, authorizes our Board of Directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock.

The Parent Company’s amended and restated bylaws provides that the courts located in the State of Florida will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

The Parent Company’s amended and restated bylaws provide that, unless the Parent Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Parent Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any director or officer or other employee of the Parent Company to the Parent Company or its shareholders, (iii) any action asserting a claim against the Parent Company or any director or officer or other employee of the Parent Company arising pursuant to any provision of the Florida Business Corporation Act or the articles of incorporation or bylaws of the Parent Company, or (iv) any action asserting a claim against the corporation or any director or officer or other employee of the corporation governed by the internal affairs doctrine shall be the Federal District Court for

the Middle District of Florida, Jacksonville Division (or, if such court does not have jurisdiction, a state court located within the State of Florida, County of Duval).

By becoming a shareholder in our Parent Company, you will be deemed to have notice of and have consented to the provisions of the amended and restated bylaws of our Parent Company related to choice of forum. The choice of forum provisions in the amended and restated bylaws may limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us. Additionally, the enforceability of choice of forum provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against us, a court could find the choice of forum provisions contained in the amended and restated bylaws of the Parent Company to be inapplicable or unenforceable in such action. If so, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations, and financial condition.

There is no assurance that we will continue to pay dividends at current or historical rates.

Our ability to continue to pay dividends at current or historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following:

  • our financial condition and results of future operations;
  • the terms of our loan covenants; and
  • our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates.

If we do not maintain or periodically increase the dividend on our common stock, or if we do not pay dividends on our preferred stock, it may have an adverse effect on the market price of our common stock and other securities.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Cybersecurity Risk Management and Strategy

We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, security, and availability of our critical systems and information.

We employ a tiered structure of management and oversight for cybersecurity, characterized by distinct layers of responsibility and decision making, which includes operational staff, management, and senior management and board-level governance. As discussed in more detail below under "Cybersecurity Governance," this involves management responsibility through a specialized Cyber Risk Committee (the "CRC") and oversight of that committee by a group of the most senior leaders of the Company, which comprise the Company’s Executive Committee. At the Company’s Board of Directors (the "Board") level, the Audit Committee oversees our cybersecurity risk management program. Our strategy for managing cybersecurity risk is integrated into the Company’s overall risk management program and structure, as depicted in the Corporate Governance section of our Proxy under "Risk Oversight." The Company, through its Chief Information Security Officer ("CISO"), other Company employees experienced in information network security, and the use of third-party expertise references recognized cybersecurity frameworks, such as the National Institute of Standards and Technology ("NIST") Cybersecurity Framework. While our objective is to generally align our cybersecurity program with NIST standards, this does not imply that we meet NIST or any other particular technical standard, specifications, or requirements; rather, these frameworks are used to benchmark and help tailor the Company’s cybersecurity strategies and program to our risk mitigation and operational needs and goals.

Our core cybersecurity strategy focuses on five key pillars: identification, protection, detection, response, and recovery, each tailored to meet the challenges and needs of our business. The primary goal of this strategy is to proactively safeguard the confidentiality, security, and availability of our critical systems and information. This proactive approach includes measures designed to identify, prevent, and mitigate cybersecurity threats and to enable a timely response to cybersecurity incidents to minimize their impact. Under the leadership of our CISO and CRC, we regularly evaluate and enhance our cybersecurity practices to facilitate adaptation to the constantly evolving landscape of cybersecurity threats.

Key elements of our cybersecurity risk management program include, but are not limited to, the following:

  • risk assessments designed to help identify material risks from cybersecurity threats to our critical systems and information;

  • oversight of cybersecurity risks and controls by our CRC, including oversight of the management of cybersecurity incidents by designated incident response personnel, in coordination with IT security and other functions, as appropriate;

  • the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security processes, as discussed further below;

  • cybersecurity awareness training of our employees, including incident response personnel and senior management;

  • a response plan that includes procedures for responding to cybersecurity incidents; and

  • a third-party risk management process for key service providers based on our assessment of their criticality to our operations and respective risk profile.

We have adopted a risk-based strategy to assess and manage cybersecurity risks associated with third parties. We prioritize our cybersecurity efforts relating to third parties based on the likelihood and potential impact of cybersecurity threats. This includes reviewing the security protocols of key vendors, service providers, and external users of our systems.

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

Since at least January 1, 2022, we are not aware of any cybersecurity incidents that have materially affected the Company. Nonetheless, we face risks from cybersecurity threats that, if realized, are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition. See "Risk Factors – The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data, or of Regency's proprietary or confidential information stored in our information systems or by third parties on our behalf, could impact operations, and expose us to potential liabilities and material adverse financial impact."

Cybersecurity Governance

The Audit Committee of the Board is charged with overseeing our cybersecurity risk management program. Both the CRC Chair and the CISO, serving in distinct roles, provide the Audit Committee with regular updates. These updates cover the overall status of the Company’s cybersecurity program, as well as developments and potential new risks and trends. In the event of a significant cybersecurity threat or incident, the CRC would escalate communication frequency and intensity with the Audit Committee, Board, and the Company’s Executive Committee (discussed below).

The Audit Committee reports to the full Board regarding its activities, including those related to cybersecurity. Board members also receive presentations periodically on cybersecurity topics from internal security staff and external experts as part of the Board’s continuing education.

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

CRC membership, which is subject to change from time to time, includes management leadership possessing a diverse range of education, experience and expertise, and currently includes the Company’s CISO, chief accounting officer, head of internal audit, general counsel and chief compliance officer, head of litigation, head of human resources, head of IT operations and the manager of network security. The collective experience of this committee encompasses areas such as IT, network security, change and incident management, public company governance, accounting, financial controls, insurance, risk management, third-party vendor oversight and systems integration, communications, human capital, and legal matters including securities, privacy and technology contracting.

Our CRC takes steps to stay informed about and monitor efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means. These include briefings from internal security personnel; threat intelligence and other information obtained from governmental, public and private sources, including external consultants engaged by us; and alerts and reports generated by security tools deployed in our IT environment.

Item 2. Properties

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

December 31, 2025 December 31, 2024
Location Number of<br>Properties GLA (in<br>thousands) Percent of<br>Total GLA Percent<br>Leased Number of<br>Properties GLA (in<br>thousands) Percent of<br>Total GLA Percent<br>Leased
Florida 86 10,630 23.0 % 96.2 % 86 10,558 24.2 % 96.5 %
California 62 9,304 20.2 % 94.9 % 55 8,355 19.0 % 96.0 %
Connecticut 41 3,876 8.4 % 95.8 % 43 3,924 8.9 % 94.1 %
Texas 28 3,679 8.0 % 95.7 % 27 3,518 8.0 % 96.9 %
New York 41 3,468 7.5 % 94.5 % 42 3,339 7.6 % 93.3 %
Georgia 22 2,152 4.7 % 96.7 % 22 2,125 4.8 % 97.3 %
New Jersey 17 1,621 3.5 % 96.0 % 17 1,585 3.6 % 97.0 %
Colorado 14 1,259 2.7 % 96.1 % 13 1,097 2.5 % 97.9 %
North Carolina 10 1,226 2.7 % 97.7 % 10 1,226 2.8 % 98.5 %
Ohio 8 1,213 2.6 % 98.9 % 8 1,224 2.8 % 98.7 %
Illinois 6 1,090 2.4 % 98.2 % 6 1,085 2.5 % 94.8 %
Virginia 7 1,040 2.3 % 97.4 % 6 943 2.1 % 98.3 %
Washington 10 961 2.1 % 98.0 % 10 962 2.2 % 96.3 %
Massachusetts 8 905 2.0 % 97.1 % 8 898 2.0 % 97.4 %
Oregon 7 747 1.6 % 95.8 % 7 741 1.7 % 95.3 %
Tennessee 4 638 1.4 % 98.7 % 3 314 0.7 % 100.0 %
Pennsylvania 5 591 1.3 % 97.3 % 4 447 1.0 % 97.3 %
Indiana 3 428 0.9 % 96.5 % 1 289 0.7 % 100.0 %
Missouri 4 408 0.9 % 99.3 % 4 408 0.9 % 98.9 %
Maryland 3 313 0.7 % 89.9 % 2 289 0.7 % 89.9 %
Minnesota 2 246 0.5 % 84.4 % 2 246 0.6 % 84.4 %
Delaware 1 233 0.5 % 93.3 % 1 229 0.5 % 97.1 %
South Carolina 1 51 0.1 % 100.0 % 1 51 0.1 % 100.0 %
District of Columbia 1 23 0.0 % 100.0 % 1 23 0.1 % 100.0 %
Total 391 46,102 100.0 % 96.0 % 379 43,876 100.0 % 96.2 %

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $26.55 and $25.56 per square foot ("PSF") as of December 31, 2025 and 2024, respectively.

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

December 31, 2025 December 31, 2024
Location Number of<br>Properties GLA (in<br>thousands) Percent of<br>Total GLA Percent<br>Leased Number of<br>Properties GLA (in<br>thousands) Percent of<br>Total GLA Percent<br>Leased
California 16 2,293 18.6 % 97.0 % 17 2,319 17.4 % 98.4 %
Virginia 11 1,701 13.9 % 96.4 % 14 1,982 14.8 % 94.1 %
North Carolina 7 1,245 10.1 % 97.8 % 7 1,240 9.2 % 98.3 %
Washington 7 881 7.2 % 92.1 % 7 874 6.5 % 95.6 %
Maryland 8 826 6.7 % 97.4 % 9 848 6.3 % 96.1 %
Texas 5 808 6.6 % 98.2 % 6 959 7.1 % 95.4 %
Colorado 5 783 6.4 % 94.0 % 6 858 6.4 % 96.9 %
Illinois 5 781 6.4 % 99.5 % 5 777 5.8 % 99.7 %
Florida 6 669 5.5 % 99.2 % 6 669 5.0 % 98.4 %
New York 5 644 5.2 % 94.5 % 5 786 5.8 % 96.6 %
Minnesota 3 422 3.4 % 99.4 % 3 422 3.1 % 99.2 %
Pennsylvania 3 391 3.2 % 96.5 % 6 664 4.9 % 97.3 %
New Jersey 3 223 1.8 % 96.0 % 4 300 2.2 % 91.1 %
Connecticut 1 195 1.6 % 100.0 % 1 189 1.4 % 98.1 %
Rhode Island 1 159 1.3 % 100.0 % 1 159 1.2 % 97.0 %
Oregon 1 93 0.8 % 93.8 % 1 93 0.7 % 97.5 %
South Carolina 1 80 0.7 % 100.0 % 1 80 0.6 % 100.0 %
Delaware 1 64 0.5 % 94.6 % 1 64 0.5 % 94.6 %
District of Columbia 1 17 0.1 % 100.0 % 1 17 0.1 % 100.0 %
Indiana 0.0 % 0.0 % 2 139 1.0 % 91.6 %
Total 90 12,275 100.0 % 96.8 % 103 13,439 100.0 % 96.8 %

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $25.87 and $24.51 PSF as of December 31, 2025 and 2024, respectively.

The following table summarizes our top tenants occupying our shopping centers for consolidated properties plus our share of unconsolidated properties, as of December 31, 2025, based upon a percentage of total annualized base rent (GLA and dollars in thousands):

Tenant GLA Percent of<br>Company<br>Owned GLA Annualized<br>Base Rent Percent of<br>Annualized<br>Base Rent Number of<br>Leased Stores
Publix 2,940 5.8 % $ 36,191 2.9 % 67
TJX Companies, Inc. 1,840 3.6 % 33,760 2.7 % 76
Albertsons Companies, Inc. 2,053 4.1 % 33,619 2.7 % 52
Amazon/Whole Foods 1,312 2.6 % 31,808 2.5 % 39
Kroger Co. 2,978 5.9 % 31,292 2.5 % 51
Ahold Delhaize 924 1.8 % 23,189 1.8 % 20
CVS 808 1.6 % 21,942 1.7 % 66
JPMorgan Chase Bank 225 0.4 % 12,548 1.0 % 63
Trader Joe's 346 0.7 % 12,156 1.0 % 32
L.A. Fitness Sports Club 516 1.0 % 11,311 0.9 % 14
Nordstrom 402 0.8 % 11,134 0.9 % 12
Starbucks 160 0.3 % 10,424 0.8 % 99
H.E. Butt Grocery Company 706 1.4 % 10,125 0.8 % 8
Ross Dress For Less 587 1.2 % 9,692 0.8 % 25
Target 919 1.8 % 9,387 0.7 % 8
Bank of America 163 0.3 % 9,088 0.7 % 41
Gap, Inc 259 0.5 % 8,805 0.7 % 20
Wells Fargo Bank 152 0.3 % 8,711 0.7 % 49
JAB Holding Company 168 0.3 % 7,282 0.6 % 59
Walgreens Boots Alliance 255 0.5 % 6,796 0.5 % 22
Petco Health and Wellness Company 275 0.5 % 6,762 0.5 % 26
Ulta 224 0.4 % 6,680 0.5 % 25
Xponential Fitness 163 0.3 % 6,650 0.5 % 97
Kohl's 526 1.0 % 6,389 0.5 % 7
Five Below 209 0.4 % 5,977 0.5 % 27
Top Tenants 19,110 37.5 % $ 371,718 29.4 % 1,005

Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet ("Anchor Leases") generally have initial lease terms in excess of five years and are mostly comprised of Anchor Tenants. Many of the leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases typically provide for the payment of fixed base rent, the tenant’s Pro-rata share of real estate taxes, insurance, and common area maintenance ("CAM") expenses, and reimbursement for utility costs if not directly metered.

The following table summarizes Pro-rata lease expirations (per their terms) for the next ten years and thereafter, for our consolidated and unconsolidated properties, assuming no tenants renew their leases (GLA and dollars of In Place Annual Base Rent Expiring Under Leases in thousands):

Lease Expiration Year Number of Tenants with Expiring Leases Pro-rata Expiring GLA Percent of Total Company GLA In Place Annual Base Rent Expiring Under Leases Percent of In Place Annual Base Rent Pro-rata Expiring Average Annual Base Rent PSF
(1) 109 223 0.5 % $ 6,333 0.5 % $ 28.42
2026 1,021 2,990 6.3 % 85,068 6.9 % 28.45
2027 1,437 6,239 13.1 % 159,240 12.9 % 25.52
2028 1,367 5,989 12.6 % 163,974 13.3 % 27.38
2029 1,269 6,743 14.2 % 161,851 13.1 % 24.00
2030 1,233 5,956 12.5 % 160,295 13.0 % 26.91
2031 765 4,338 9.1 % 106,611 8.7 % 24.58
2032 503 2,178 4.6 % 65,033 5.3 % 29.87
2033 494 2,193 4.6 % 66,046 5.4 % 30.11
2034 417 1,870 3.9 % 55,125 4.5 % 29.48
2035 544 2,444 5.1 % 67,241 5.5 % 27.52
Thereafter 443 6,349 13.5 % 134,293 10.9 % 21.15
Total 9,602 47,512 100.0 % $ 1,231,110 100.0 % $ 25.91
  • Leases currently under month-to-month rent or in process of renewal.

During 2026, we have a total of 1,021 leases expiring by their terms, representing 3.0 million square feet of GLA. These expiring leases have an average base rent of $28.45 PSF. The average base rent of new leases signed during 2025 was $36.02 PSF. During periods of macroeconomic uncertainty or weakness, when the percent of our space leased is relatively low, and/or when supply of retail space for lease generally exceeds demand, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of macroeconomic strength, when the percent of space leased is relatively high, and/or when supply/demand metrics for retail space favor landlords, we have more bargaining power, which generally results in rental rate growth on new and renewal leases.

Demand for retail space in high quality, community centers located in trade areas with compelling demographics remained strong in 2025 and into early 2026, especially among business operators with a history of success and growing innovative business concepts. However, inflationary challenges and the potential for macroeconomic uncertainty or weakness could result in pressure on base rent growth for new and renewal leases as businesses seek to manage these challenges and uncertainties.

The following table lists information about our consolidated and unconsolidated properties. For further information, see "Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations" of this Report.

Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
Amerige Heights Town Center Los Angeles-Long Beach-Anaheim CA 2000 2000 $ 97 100.0% $ 34.00 Albertsons, (Target)
Bloom on Third Los Angeles-Long Beach-Anaheim CA 35% 2018 1992/ in process 150,092 73 100.0% 60.81 Whole Foods, CVS, Citibank, Dick's
Brea Marketplace Los Angeles-Long Beach-Anaheim CA 40% 2005 1987 352 97.6% 21.31 24 Hour Fitness, Big 5 Sporting Goods, Childtime Childcare, Old Navy, Sprout's, Target, Smart Parke
Bridgepark Plaza Los Angeles-Long Beach-Anaheim CA 2025 2021 17,383 102 98.7% 45.58 Albertsons
Circle Center West Los Angeles-Long Beach-Anaheim CA 2017 1989 63 100.0% 41.16 Marshalls
Circle Marina Shops & Mrktplc. (fka Circle Marina Center) Los Angeles-Long Beach-Anaheim CA 2019 1994 117 89.1% 39.66 Sprouts, Big 5 Sporting Goods, Centinela Feed & Pet Supplies
Culver Center Los Angeles-Long Beach-Anaheim CA 2017 2000 217 89.9% 35.02 Ralphs, Best Buy, LA Fitness, Sit N' Sleep
Culver Commons (7) Los Angeles-Long Beach-Anaheim CA 2025 2025 13 65.5% 89.35 0
El Camino Shopping Center Los Angeles-Long Beach-Anaheim CA 1999 2017 136 100.0% 45.24 Bristol Farms, CVS
Granada Village Los Angeles-Long Beach-Anaheim CA 40% 2005 2012 49,194 226 92.9% 29.85 Sprout's Markets, PETCO, Homegoods, Burlington, TJ Maxx
Hasley Canyon Village Los Angeles-Long Beach-Anaheim CA 2003 2003 16,000 70 93.0% 27.98 Ralphs
Heritage Plaza Los Angeles-Long Beach-Anaheim CA 1999 2012 230 100.0% 47.72 Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5 Sporting Goods
Mercantile East Los Angeles-Long Beach-Anaheim CA 2025 2023 33,000 239 100.0% 33.28 Trader Joe's, EOS Fitness, Lucky Strike
Mercantile West Los Angeles-Long Beach-Anaheim CA 2025 2025 40,600 150 100.0% 38.04 Stater Brothers
Morningside Plaza Los Angeles-Long Beach-Anaheim CA 1999 1996 91 98.8% 26.92 Stater Bros.
Newland Center Los Angeles-Long Beach-Anaheim CA 1999 2016 152 100.0% 34.32 Albertsons
Nohl Plaza (6) Los Angeles-Long Beach-Anaheim CA 2023 1966 104 97.2% 19.44 Vons
Plaza Hermosa Los Angeles-Long Beach-Anaheim CA 1999 2013 95 100.0% 32.75 Von's, CVS
Ralphs Circle Center Los Angeles-Long Beach-Anaheim CA 2017 1983 60 98.5% 33.58 Ralphs
Rona Plaza Los Angeles-Long Beach-Anaheim CA 1999 1989 52 100.0% 23.12 Superior Super Warehouse
Seal Beach Los Angeles-Long Beach-Anaheim CA 20% 2002 1966 102 97.0% 29.62 Pavilions, CVS
Sendero Marketplace Los Angeles-Long Beach-Anaheim CA 2025 2016 44,538 82 100.0% 49.81 Gelson's
Talega Village Center Los Angeles-Long Beach-Anaheim CA 2017 2007 102 95.5% 23.72 Ralphs
Terrace Shops Los Angeles-Long Beach-Anaheim CA 2025 2005 14,007 41 100.0% 43.40
Tustin Legacy Los Angeles-Long Beach-Anaheim CA 2016 2017 112 100.0% 37.14 Stater Bros, CVS
Twin Oaks Shopping Center Los Angeles-Long Beach-Anaheim CA 40% 2005 2019 19,000 98 100.0% 26.18 Ralphs, Ace Hardware
Valencia Crossroads Los Angeles-Long Beach-Anaheim CA 2002 2003 180 98.6% 30.52 Whole Foods, Kohl's
Village at La Floresta Los Angeles-Long Beach-Anaheim CA 2014 2014 87 93.2% 39.00 Whole Foods
Von's Circle Center Los Angeles-Long Beach-Anaheim CA 2017 1972 2,633 151 95.4% 29.14 Von's, Ross Dress for Less, Planet Fitness
Woodman Van Nuys Los Angeles-Long Beach-Anaheim CA 1999 1992 108 98.6% 18.09 El Super
Silverado Plaza Napa CA 40% 2005 1974 15,477 85 95.7% 28.12 Nob Hill, CVS
Gelson's Westlake Market Plaza Oxnard-Thousand Oaks-Ventura CA 2002 2016 85 94.7% 33.20 Gelson's Markets, John of Italy Salon & Spa
Oakbrook Plaza Oxnard-Thousand Oaks-Ventura CA 1999 2017 83 91.3% 22.21 Gelson's Markets, (CVS), (Ace Hardware)
Westlake Village Plaza and Center Oxnard-Thousand Oaks-Ventura CA 1999 2015 201 98.0% 45.47 Von's, Sprouts, (CVS)
French Valley Village Center Rvrside-San Bernardino-Ontario CA 2004 2004 114 100.0% 29.27 Stater Bros, CVS
Oak Valley Village (7) Rvrside-San Bernardino-Ontario CA 75% 2025 2025 230 74.3% 8.90 Sprouts, Target
Oakshade Town Center Sacramento-Roseville-Folsom CA 2011 1998 2,369 104 98.3% 20.85 Safeway, Sierra, Planet Fitness
Prairie City Crossing Sacramento-Roseville-Folsom CA 1999 1999 90 100.0% 23.63 Safeway
Raley's Supermarket Sacramento-Roseville-Folsom CA 20% 2007 1964 63 100.0% 15.68 Raley's
The Marketplace Sacramento-Roseville-Folsom CA 2017 1990 111 100.0% 28.09 Safeway, CVS, Petco
4S Commons Town Center San Diego-Chula Vista-Carlsbad CA 93% 2004 2004 265 100.0% 34.97 Restoration Hardware Outlet, Ace Hardware, Cost Plus World Market, CVS, Jimbo's…Naturally!, Ralphs, ULTA
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balboa Mesa Shopping Center San Diego-Chula Vista-Carlsbad CA 2012 2014 207 100.0% 31.16 CVS, Kohl's, Von's
El Norte Pkwy Plaza San Diego-Chula Vista-Carlsbad CA 1999 2013 91 97.3% 21.14 Von's, Children's Paradise, ACE Hardware
Friars Mission Center San Diego-Chula Vista-Carlsbad CA 1999 1989 147 100.0% 42.18 Ralphs, CVS
Navajo Shopping Center San Diego-Chula Vista-Carlsbad CA 40% 2005 1964 11,000 102 96.4% 18.17 Albertsons, O'Reilly Auto Parts, Dollar Tree
Point Loma Plaza San Diego-Chula Vista-Carlsbad CA 40% 2005 1987 38,593 205 91.4% 24.17 Von's, Marshalls, UFC Gym
Rancho San Diego Village San Diego-Chula Vista-Carlsbad CA 40% 2005 1981 153 95.2% 27.37 Smart & Final, 24 Hour Fitness, (Longs Drug)
Scripps Ranch Marketplace San Diego-Chula Vista-Carlsbad CA 2017 2017 132 100.0% 37.28 Vons, CVS
The Hub Hillcrest Market San Diego-Chula Vista-Carlsbad CA 2012 2015 149 91.3% 47.12 Ralphs, Trader Joe's
Twin Peaks San Diego-Chula Vista-Carlsbad CA 1999 2015 208 98.1% 23.41 Target, Grocer
Bayhill Shopping Center San Francisco-Oakland-Berkeley CA 40% 2005 2019 28,800 122 99.2% 29.56 CVS, Mollie Stone's Market
Clayton Valley Shopping Center San Francisco-Oakland-Berkeley CA 2003 2004 260 94.5% 23.98 Grocery Outlet, Central, CVS, Dollar Tree, Ross Dress For Less
Diablo Plaza San Francisco-Oakland-Berkeley CA 1999 1982 63 90.8% 45.90 Bevmo!, (Safeway), (CVS)
El Cerrito Plaza San Francisco-Oakland-Berkeley CA 2000 2000 256 72.4% 34.02 PETCO, Ross Dress For Less, Trader Joe's, Marshalls, (CVS)
Ellis Village Center (7) San Francisco-Oakland-Berkeley CA 2025 2025 49 85.6% 39.14 Sprouts
Encina Grande San Francisco-Oakland-Berkeley CA 1999 2016 106 100.0% 37.89 Whole Foods, Walgreens
Oakley Shops at Laurel Fields (7) San Francisco-Oakland-Berkeley CA 2024 2024 78 95.5% 32.10 Safeway
Persimmon Place San Francisco-Oakland-Berkeley CA 2014 2014 153 100.0% 40.91 Whole Foods, Nordstrom Rack, Homegoods
Plaza Escuela San Francisco-Oakland-Berkeley CA 2017 2002 154 100.0% 43.51 The Container Store, Trufusion, Talbots, The Cheesecake Factory, Barnes & Noble
Pleasant Hill Shopping Center San Francisco-Oakland-Berkeley CA 40% 2005 2016 50,000 231 100.0% 26.07 Target, Burlington, Ross Dress for Less, Homegoods
Potrero Center San Francisco-Oakland-Berkeley CA 2017 1997 227 70.9% 35.01 Safeway, 24 Hour Fitness, Ross Dress for Less, Petco
Powell Street Plaza San Francisco-Oakland-Berkeley CA 2001 1987 170 100.0% 38.54 Trader Joe's, Bevmo!, Ross Dress For Less, Marshalls, Old Navy
San Carlos Marketplace San Francisco-Oakland-Berkeley CA 2017 2018 154 87.2% 39.93 TJ Maxx, Best Buy, PetSmart, Bassett Furniture
San Leandro Plaza San Francisco-Oakland-Berkeley CA 1999 1982 50 100.0% 40.49 (Safeway), (CVS)
Serramonte Center San Francisco-Oakland-Berkeley CA 2017 2018/In Process 1,085 96.4% 28.41 Buy Buy Baby, Cost Plus World Market, Crunch Fitness, DAISO, Dave & Buster's, Dick's Sporting Goods, Divano Homes, H&M, Macy's, Nordstrom Rack, Old Navy, Party City, Ross Dress for Less, Target, TJ Maxx, Uniqlo, Jagalchi, Koi Palace
Tassajara Crossing San Francisco-Oakland-Berkeley CA 1999 1990 146 98.3% 27.44 Safeway, CVS, Alamo Hardware
Willows Shopping Center (6) San Francisco-Oakland-Berkeley CA 2017 in process 233 85.2% 31.78 REI, Old Navy, Ulta, Five Below, Airport Home Appliance
Woodside Central San Francisco-Oakland-Berkeley CA 1999 1993 81 100.0% 31.34 Chuck E. Cheese, Marshalls, (Target)
Ygnacio Plaza San Francisco-Oakland-Berkeley CA 40% 2005 1968 25,850 110 100.0% 42.25 Sports Basement,TJ Maxx
Blossom Valley San Jose-Sunnyvale-Santa Clara CA 1999 1992 22,300 98 100.0% 28.59 Safeway, Dollar Tree
Mariposa Shopping Center San Jose-Sunnyvale-Santa Clara CA 40% 2005 2020 26,950 127 97.7% 23.88 Safeway, CVS, Ross Dress for Less
Shoppes at Homestead San Jose-Sunnyvale-Santa Clara CA 1999 1983 116 98.2% 28.14 CVS, Crunch Fitness, (Orchard Supply Hardware)
Snell & Branham Plaza San Jose-Sunnyvale-Santa Clara CA 40% 2005 1988 19,048 99 98.6% 22.60 Safeway
The Pruneyard San Jose-Sunnyvale-Santa Clara CA 2019 2014 260 94.6% 44.95 Trader Joe's, The Sports Basement, Camera Cinemas, Marshalls
West Park Plaza San Jose-Sunnyvale-Santa Clara CA 1999 1996 88 100.0% 23.64 Safeway, Crunch Fitness
Golden Hills Plaza San Luis Obispo-Paso Robles CA 2006 2017 256 88.4% 8.47 Lowe's, TJ Maxx, Trader Joe's
Five Points Shopping Center Santa Maria-Santa Barbara CA 40% 2005 2014 145 97.6% 32.98 Smart & Final, CVS, Ross Dress for Less, Big 5 Sporting Goods, PETCO
Corral Hollow Stockton CA 2000 2000 153 100.0% 19.47 Safeway, CVS, Crunch Fitness
Alcove On Arapahoe Boulder CO 40% 2005 1957/2019 26,390 160 93.6% 21.22 Petco, HomeGoods, Safeway, Ulta Salon, DSW
Crossroads Commons Boulder CO 20% 2001 1986 34,500 143 90.3% 31.47 Whole Foods, Barnes & Noble
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Crossroads Commons II Boulder CO 20% 2018 1995 5,500 18 100.0% 43.55 (Whole Foods), (Barnes & Noble)
Falcon Marketplace Colorado Springs CO 2005 2005 22 100.0% 29.88 (Wal-Mart)
Marketplace at Briargate Colorado Springs CO 2006 2006 29 100.0% 38.59 (King Soopers)
Monument Jackson Creek Colorado Springs CO 1998 1999 85 98.4% 13.75 King Soopers
Woodmen Plaza Colorado Springs CO 1998 1998 116 97.6% 14.64 King Soopers
Applewood Shopping Ctr Denver-Aurora-Lakewood CO 40% 2005 2017/2020 366 94.4% 16.89 Applejack Liquors, Hobby Lobby, Homegoods, King Soopers, PetSmart, Sierra Trading Post, Ulta, Three Little Mingos, Crunch Fitness
Belleview Square Denver-Aurora-Lakewood CO 2004 2013 117 100.0% 23.82 King Soopers
Boulevard Center Denver-Aurora-Lakewood CO 1999 1986 81 94.5% 33.91 Eye Care Specialists, (Safeway)
Buckley Square Denver-Aurora-Lakewood CO 1999 1978 116 98.9% 13.32 Ace Hardware, King Soopers
Cherrywood Square Shop Ctr Denver-Aurora-Lakewood CO 40% 2005 1978 9,650 97 97.5% 13.07 King Soopers
Hilltop Village Denver-Aurora-Lakewood CO 2002 2018 101 98.7% 14.14 King Soopers
Littleton Square Denver-Aurora-Lakewood CO 1999 2015 99 97.5% 12.73 King Soopers
Lloyd King Center Denver-Aurora-Lakewood CO 1998 1998 83 100.0% 13.00 King Soopers
Lone Tree Village (7) Denver-Aurora-Lakewood CO 2025 2025 158 81.2% 7.38 King Soopers
Shops at Quail Creek Denver-Aurora-Lakewood CO 2008 2008 38 85.0% 31.31 (King Soopers)
Stroh Ranch Denver-Aurora-Lakewood CO 1998 1998 93 100.0% 15.28 King Soopers
Centerplace of Greeley III Greeley CO 2007 2007 119 100.0% 13.32 Hobby Lobby, Best Buy, TJ Maxx
22 Crescent Road Bridgeport-Stamford-Norwalk CT 2017 1984 4 100.0% 69.00 -
470 Main Street Bridgeport-Stamford-Norwalk CT 2023 1972 22 91.6% 32.85 -
91 Danbury Road Bridgeport-Stamford-Norwalk CT 2017 1965 5 100.0% 31.26 0
970 High Ridge Center Bridgeport-Stamford-Norwalk CT 2023 1960 26 94.0% 37.60 BevMax
Airport Plaza Bridgeport-Stamford-Norwalk CT 2023 1974 33 100.0% 31.56 -
Bethel Hub Center Bridgeport-Stamford-Norwalk CT 2023 1957 31 85.3% 18.32 La Placita Bethel Market
Black Rock Bridgeport-Stamford-Norwalk CT 80% 2014 1996 14,939 98 94.0% 33.29 Old Navy, The Clubhouse
Brick Walk (6) Bridgeport-Stamford-Norwalk CT 80% 2014 2007 30,234 122 97.3% 47.81 -
Compo Acres Shopping Center Bridgeport-Stamford-Norwalk CT 2017 2011 43 95.9% 58.23 Trader Joe's
Compo Shopping Center Bridgeport-Stamford-Norwalk CT 2024 1953 71 97.4% 57.76 CVS
Copps Hill Plaza Bridgeport-Stamford-Norwalk CT 2017 2002 173 88.1% 22.65 Stop & Shop, Homegoods, Marshalls, Rite Aid, Michael's
Cos Cob Commons Bridgeport-Stamford-Norwalk CT 2023 1986 48 91.3% 54.05 CVS
Cos Cob Plaza Bridgeport-Stamford-Norwalk CT 2023 1947 3,577 15 92.2% 60.19 -
Danbury Green Bridgeport-Stamford-Norwalk CT 2017 2006 124 89.1% 27.72 Trader Joe's, Hilton Garden Inn, DSW, Staples, Warehouse Wines & Liquors
Danbury Square Bridgeport-Stamford-Norwalk CT 2023 1987 194 98.9% 12.03 Ocean State Job Lot, Planet Fitness, Elicit Brewing Company, Hobby Lobby
Darinor Plaza (6) Bridgeport-Stamford-Norwalk CT 2017 1978 154 100.0% 20.69 Kohl's, Old Navy, Ulta
Fairfield Center (6) Bridgeport-Stamford-Norwalk CT 80% 2014 2000 95 98.4% 40.40 Fairfield University Bookstore, Merril Lynch, Merrit Hospitality
Fairfield Crossroads Bridgeport-Stamford-Norwalk CT 2023 1995 62 100.0% 25.28 Marshalls, DSW
Greenwich Commons Bridgeport-Stamford-Norwalk CT 2023 1961 4,461 10 100.0% 93.92 -
High Ridge Center Bridgeport-Stamford-Norwalk CT 100% 2023 1968 10,000 93 100.0% 51.74 Trader Joe's, Barnes & Noble
Knotts Landing Bridgeport-Stamford-Norwalk CT 2023 1994 6 100.0% 77.89 -
Main & Bailey Bridgeport-Stamford-Norwalk CT 2023 1950 60 82.0% 28.70 -
Newfield Green Bridgeport-Stamford-Norwalk CT 2023 1966 18,175 74 100.0% 42.02 Grade A Market, CVS
Old Greenwich CVS Bridgeport-Stamford-Norwalk CT 100% 2023 1941 799 8 100.0% 45.00 -
Old Kings Market Bridgeport-Stamford-Norwalk CT 2023 1955 22,111 96 98.8% 43.08 Stop & Shop
Post Road Plaza Bridgeport-Stamford-Norwalk CT 2017 1978 20 100.0% 60.80 Trader Joe's
Ridgeway Shopping Center Bridgeport-Stamford-Norwalk CT 2023 1952 40,688 359 97.0% 31.18 Stop & Shop, LA Fitness, Marshalls, Michael's, Staples, Old Navy, ULTA, DSW
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shelton Square Bridgeport-Stamford-Norwalk CT 2023 1982 189 98.4% 20.18 Stop & Shop, Homegoods, Hawley Lane, Edge Fitness
Station Centre @ Old Greenwich Bridgeport-Stamford-Norwalk CT 2023 1952 39 96.6% 37.52 Kings Food Markets
The Dock-Dockside Bridgeport-Stamford-Norwalk CT 2023 1974 32,125 278 98.9% 19.73 Stop & Shop, BJ's Whole Sale, Edge Fitness, West Marine, Petco, Dollar Tree, Osaka Hibachi
The Hub at Norwalk Bridgeport-Stamford-Norwalk CT 2017 2003 146 100.0% 23.66 HomeGoods, Target
Westport Collection Bridgeport-Stamford-Norwalk CT 2023 1958 40 51.3% 27.48 BevMax
Westport Row Bridgeport-Stamford-Norwalk CT 2017 1988 95 100.0% 46.19 The Fresh Market, Pottery Barn
Brookside Plaza Hartford-E Hartford-Middletown CT 2017 2006 226 96.5% 16.69 Burlington Coat Factory, PetSmart, ShopRite, Staples, TJ Maxx, LL Bean
Corbin's Corner Hartford-E Hartford-Middletown CT 40% 2005 2015 53,000 195 100.0% 33.00 Best Buy, Edge Fitness, Old Navy, The Tile Shop, Total Wine and More, Trader Joe's
Aldi Square New Haven-Milford CT 2023 2014 38 88.9% 16.87 Aldi
Orange Meadows New Haven-Milford CT 2023 1990 84 100.0% 25.65 Trader Joe's, TJMaxx, Bob's Discount Furniture, Ulta
Southbury Green New Haven-Milford CT 2017 2002 156 91.4% 24.50 ShopRite, Homegoods
The Shops at Stone Bridge New Haven-Milford CT 2024 2025 156 97.0% 31.65 Whole Foods, TJ Maxx, Barnes & Noble
New Milford Plaza Torrington CT 2023 1970 235 93.3% 10.53 Walmart, Stop & Shop, Dollar Tree
Sunny Valley Shops Torrington CT 2023 2003 72 93.3% 12.74 Staples, Planet Fitness
Veterans Plaza Torrington CT 2023 1966 80 100.0% 12.94 Big Y World Class Market, BevMax
Shops at The Columbia Washington-Arlington-Alexandri DC 2006 1991 23 100.0% 40.55 Trader Joe's
Spring Valley Shopping Center Washington-Arlington-Alexandri DC 40% 2005 1930 12,897 17 100.0% 100.25 -
Pike Creek Philadelphia-Camden-Wilmington DE 1998 2013 233 93.3% 18.72 Acme Markets, Edge Fitness, Pike Creek Community Hardware
Shoppes of Graylyn Philadelphia-Camden-Wilmington DE 40% 2005 1971 64 94.6% 28.62 Lidl
Corkscrew Village Cape Coral-Fort Myers FL 2007 1997 82 96.1% 16.21 Publix
Shoppes of Grande Oak Cape Coral-Fort Myers FL 2000 2000 79 100.0% 19.14 Publix
Millhopper Shopping Center Gainesville FL 1993 2017 80 97.7% 19.80 Publix
Newberry Square Gainesville FL 1994 1986 181 95.2% 11.21 Publix, Floor & Décor, Dollar Tree
Anastasia Plaza Jacksonville FL 1993 in-process 103 97.7% 27.16 Publix
Atlantic Village Jacksonville FL 2017 2014 110 100.0% 20.11 LA Fitness, Pet Supplies Plus
Brooklyn Station on Riverside Jacksonville FL 2013 2013 50 97.6% 30.53 The Fresh Market
Courtyard Shopping Center Jacksonville FL 1993 1987 137 100.0% 3.68 Target, (Publix)
East San Marco Jacksonville FL 2007 2022 59 100.0% 28.74 Publix
Fleming Island Jacksonville FL 1998 2000 136 98.5% 18.56 Publix, PETCO, Planet Fitness, (Target)
Hibernia Pavilion Jacksonville FL 2006 2006 51 100.0% 16.95 Publix
John's Creek Center Jacksonville FL 20% 2003 2004 12,000 82 100.0% 17.77 Publix
Julington Village Jacksonville FL 20% 1999 1999 10,000 82 100.0% 18.47 Publix, (CVS)
Mandarin Landing Jacksonville FL 2017 2024 140 100.0% 23.17 Whole Foods, Aveda Institute, Baptist Health, Cooper's Hawk
Nocatee Town Center Jacksonville FL 2007 2017 114 100.0% 24.58 Publix
Oakleaf Commons Jacksonville FL 2006 2006 77 100.0% 18.12 Publix
Old St Augustine Plaza Jacksonville FL 1996 2017/2020 248 100.0% 11.77 Publix, Burlington Coat Factory, Hobby Lobby, LA Fitness, Ross Dress for Less
Pablo Plaza Jacksonville FL 2017 2020 162 100.0% 19.69 Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart
Pine Tree Plaza Jacksonville FL 1997 1999 63 100.0% 16.20 Publix
Seminole Shoppes Jacksonville FL 50% 2009 2018 7,500 87 98.6% 25.83 Publix
Shoppes at Bartram Park Jacksonville FL 50% 2005 2017 135 97.8% 23.92 Publix, (Kohl's), (Tutor Time)
Shops at John's Creek Jacksonville FL 2003 2004 15 100.0% 29.78 -
South Beach Regional Jacksonville FL 2017 1990 305 99.2% 19.47 Trader Joe's, Home Depot, Ross Dress for Less, Staples, Nordstrom Rack, TJ Maxx
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Starke (6) Jacksonville FL 2000 2000 13 0.0% - -
The Village at Seven Pines (7) Jacksonville FL 2025 2025 239 57.5% 29.54 Publix, West Elm
Avenida Biscayne Miami-Ft Lauderdale-PompanoBch FL 2017 in-process 142 100.0% 61.08 DSW, Jewelry Exchange, Old Navy, The Fresh Market
Aventura Shopping Center Miami-Ft Lauderdale-PompanoBch FL 1994 2017 97 100.0% 40.62 CVS, Publix
Banco Popular Building Miami-Ft Lauderdale-PompanoBch FL 2017 1971 5 100.0% 92.31 -
Bird 107 Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 1990 40 100.0% 24.73 Walgreens
Bird Ludlam Miami-Ft Lauderdale-PompanoBch FL 2017 1998 192 96.9% 27.92 CVS, Goodwill, Winn-Dixie
Boca Village Square Miami-Ft Lauderdale-PompanoBch FL 2017 2014 92 100.0% 24.64 CVS, Publix
Boynton Lakes Plaza Miami-Ft Lauderdale-PompanoBch FL 1997 2012 110 95.9% 18.01 Citi Trends, Pet Supermarket, Publix
Boynton Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2015 105 99.1% 22.43 CVS, Publix
Caligo Crossing Miami-Ft Lauderdale-PompanoBch FL 2007 2007 15 100.0% 45.82 (Kohl's)
Chasewood Plaza Miami-Ft Lauderdale-PompanoBch FL 1993 2015 152 97.0% 30.17 Publix, Pet Smart
Concord Shopping Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 1993 309 100.0% 15.47 Big Lots, Dollar Tree, Home Depot, Winn-Dixie, YouFit Health Club
Coral Reef Shopping Center Miami-Ft Lauderdale-PompanoBch FL 2017 1990 75 98.7% 35.07 Aldi, Walgreens
Country Walk Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2008 101 99.7% 28.62 Publix, CVS
Countryside Shops Miami-Ft Lauderdale-PompanoBch FL 2017 1991/2018 186 97.9% 24.40 Publix, Ross Dress for Less, Painted Tree Boutique
Fountain Square Miami-Ft Lauderdale-PompanoBch FL 2013 2013 177 100.0% 30.91 Publix, Ross Dress for Less, TJ Maxx, Ulta, (Target)
Gardens Square Miami-Ft Lauderdale-PompanoBch FL 1997 1991 90 96.1% 19.85 Publix
Greenwood Shopping Centre Miami-Ft Lauderdale-PompanoBch FL 2017 1994 133 97.4% 18.40 Publix, Bealls
Pine Island Miami-Ft Lauderdale-PompanoBch FL 2017 1999 255 91.4% 17.67 Publix, YouFit Health Club, Floor and Décor, Advanced Veterinary Care Center
Pine Ridge Square Miami-Ft Lauderdale-PompanoBch FL 2017 2013 118 97.6% 22.90 The Fresh Market, Marshalls, Ulta, Nordstrom Rack
Pinecrest Place (6) Miami-Ft Lauderdale-PompanoBch FL 2017 2017 70 98.3% 44.57 Whole Foods, (Target)
Point Royale Shopping Center Miami-Ft Lauderdale-PompanoBch FL 2017 2018 202 99.0% 17.45 Winn-Dixie, Burlington Coat Factory, Pasteur Medical Center, Planet Fitness, Dollar Tree
Prosperity Centre Miami-Ft Lauderdale-PompanoBch FL 2017 1993 124 98.8% 26.64 Plum Market, TJ Maxx, CVS
Sawgrass Promenade Miami-Ft Lauderdale-PompanoBch FL 2017 1998 107 89.9% 15.70 Publix, Walgreens, Dollar Tree
Sheridan Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 1991/2022 507 93.8% 21.41 Publix, Kohl's, LA Fitness, Ross Dress for Less, Pet Supplies Plus, Burlington, Marshalls
Shoppes @ 104 Miami-Ft Lauderdale-PompanoBch FL 1998 2018 127 100.0% 23.33 Fresco y Mas, CVS
Shoppes at Lago Mar Miami-Ft Lauderdale-PompanoBch FL 2017 1995 83 94.3% 17.53 Publix, YouFit Health Club
Shoppes of Jonathan's Landing Miami-Ft Lauderdale-PompanoBch FL 2017 1997 27 100.0% 33.94 (Publix)
Shoppes of Oakbrook Miami-Ft Lauderdale-PompanoBch FL 2017 2003 183 59.8% 22.21 Publix, Duffy's Sports Bar, CVS
Shoppes of Silver Lakes Miami-Ft Lauderdale-PompanoBch FL 2017 1997 127 99.2% 22.70 Publix, Goodwill
Shoppes of Sunset Miami-Ft Lauderdale-PompanoBch FL 2017 2009 22 81.9% 30.22 -
Shoppes of Sunset II Miami-Ft Lauderdale-PompanoBch FL 2017 2009 28 100.0% 26.16 -
Shops at Skylake Miami-Ft Lauderdale-PompanoBch FL 2017 2006 287 98.2% 27.04 Publix, LA Fitness, TJ Maxx, Goodwill, Pasteur Medical
University Commons (6) Miami-Ft Lauderdale-PompanoBch FL 2015 2001 180 100.0% 35.87 Whole Foods, Nordstrom Rack, Barnes & Noble, Bed Bath & Beyond
Waterstone Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2005 61 100.0% 19.24 Publix
Welleby Plaza Miami-Ft Lauderdale-PompanoBch FL 1996 1982 110 96.8% 16.38 Publix, Dollar Tree
Wellington Town Square Miami-Ft Lauderdale-PompanoBch FL 1996 2022 108 97.0% 26.33 Publix, CVS
West Bird Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2000/2021 99 98.2% 28.26 Publix
West Lake Shopping Center Miami-Ft Lauderdale-PompanoBch FL 2017 2000 101 100.0% 24.23 Fresco y Mas, CVS
Westport Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2002 47 100.0% 24.07 Publix
Berkshire Commons Naples-Marco Island FL 1994 1992 110 98.9% 16.59 Publix, Walgreens
Naples Walk Naples-Marco Island FL 2007 1999 125 95.8% 19.69 Publix
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Pavilion Naples-Marco Island FL 2017 2011 168 96.2% 25.28 LA Fitness, Paragon Theaters, J. Lee Salon Suites
Shoppes of Pebblebrook Plaza Naples-Marco Island FL 50% 2000 2000 80 100.0% 17.98 Publix, (Walgreens)
Alafaya Village Orlando-Kissimmee-Sanford FL 2017 1986 39 100.0% 27.82 -
Kirkman Shoppes Orlando-Kissimmee-Sanford FL 2017 2015 115 97.6% 27.87 LA Fitness, Walgreens
Lake Mary Centre Orlando-Kissimmee-Sanford FL 2017 2015 356 96.0% 19.40 The Fresh Market, Academy Sports, Hobby Lobby, LA Fitness, Ross Dress for Less, Office Depot
Plaza Venezia Orlando-Kissimmee-Sanford FL 20% 2016 2000 55,000 203 99.5% 36.07 Publix, Eddie V's
Town and Country Orlando-Kissimmee-Sanford FL 2017 1993 78 100.0% 12.20 Ross Dress for Less
Unigold Shopping Center Orlando-Kissimmee-Sanford FL 2017 1987 115 91.2% 16.35 YouFit Health Club, Ross Dress for Less
Willa Springs Orlando-Kissimmee-Sanford FL 2000 1979 16,700 90 100.0% 25.90 Publix
Cashmere Corners Port St. Lucie FL 2017 2016 86 100.0% 17.91 WalMart
The Plaza at St. Lucie West Port St. Lucie FL 2017 2006 27 100.0% 28.25 -
Charlotte Square Punta Gorda FL 2017 1980 91 91.1% 12.24 WalMart, Buffet City
Ryanwood Square Sebastian-Vero Beach FL 2017 1987 115 91.1% 12.73 Publix, Beall's, Harbor Freight Tools
South Point Sebastian-Vero Beach FL 2017 2003 72 100.0% 16.70 Publix
Treasure Coast Plaza Sebastian-Vero Beach FL 2017 1983 134 100.0% 19.92 Publix, TJ Maxx
Carriage Gate Tallahassee FL 1994 2013 73 100.0% 26.56 Trader Joe's, TJ Maxx
Ocala Corners (6) Tallahassee FL 2000 2000 93 96.0% 15.02 Publix
Bloomingdale Square Tampa-St Petersburg-Clearwater FL 1998 2021 252 99.5% 21.69 Bealls, Dollar Tree, Home Centric, LA Fitness, Publix
Northgate Square Tampa-St Petersburg-Clearwater FL 2007 1995 75 100.0% 17.72 Publix
Regency Square Tampa-St Petersburg-Clearwater FL 1993 2013 362 98.3% 21.83 AMC Theater, Dollar Tree, Five Below, Marshalls, Michael's, PETCO, Shoe Carnival, TJ Maxx, Ulta, Old Navy, (Best Buy), (Macdill)
Shoppes at Sunlake Centre Tampa-St Petersburg-Clearwater FL 2017 2008 117 100.0% 28.12 Publix
Suncoast Crossing (6) Tampa-St Petersburg-Clearwater FL 2007 2007 122 100.0% 7.77 Kohl's, (Target)
The Village at Hunter's Lake Tampa-St Petersburg-Clearwater FL 2018 2018 72 100.0% 29.96 Sprouts
Town Square Tampa-St Petersburg-Clearwater FL 1997 1999 44 100.0% 36.71 PETCO, Barnes & Noble
Village Center Tampa-St Petersburg-Clearwater FL 1995 2014 186 100.0% 23.98 Publix, PGA Tour Superstore, Walgreens
Westchase Tampa-St Petersburg-Clearwater FL 2007 1998 79 100.0% 18.64 Publix
Ashford Place Atlanta-SandySprings-Alpharett GA 1997 1993 53 100.0% 26.85 Harbor Freight Tools
Briarcliff La Vista Atlanta-SandySprings-Alpharett GA 1997 1962 45 75.5% 19.24 Michael's
Briarcliff Village Atlanta-SandySprings-Alpharett GA 1997 1990 189 92.1% 17.94 Burlington, Publix, Shoe Carnival, TJ Maxx
Bridgemill Market Atlanta-SandySprings-Alpharett GA 2017 2000 89 90.7% 20.16 Publix
Brighten Park Atlanta-SandySprings-Alpharett GA 1997 2016 137 91.3% 29.42 Lidl, Big Blue Swim School, Kohl's
Buckhead Court Atlanta-SandySprings-Alpharett GA 1997 1984 49 98.1% 34.33 -
Buckhead Landing Atlanta-SandySprings-Alpharett GA 2017 1998/2024 152 98.7% 34.60 Binders Art Supplies & Frames, Publix, Golf Galaxy
Buckhead Station Atlanta-SandySprings-Alpharett GA 2017 1996 241 98.4% 27.68 Cost Plus World Market, DSW Warehouse, Nordstrom Rack, Old Navy, Saks Off 5th, TJ Maxx, Ulta, Bloomingdale's Outlet, Gold's Gym
Cambridge Square Atlanta-SandySprings-Alpharett GA 1996 in-process 74 100.0% 27.59 Publix
Chastain Square Atlanta-SandySprings-Alpharett GA 2017 2001 92 100.0% 24.65 Publix
Cornerstone Square Atlanta-SandySprings-Alpharett GA 1997 1990 80 90.7% 19.85 Aldi, Barking Hound Village, CVS, HealthMarkets Insurance
Dunwoody Hall Atlanta-SandySprings-Alpharett GA 1997 1986 13,800 90 100.0% 22.43 Publix
Dunwoody Village Atlanta-SandySprings-Alpharett GA 1997 1975 121 97.1% 23.70 The Fresh Market, Walgreens, Dunwoody Prep
Howell Mill Village Atlanta-SandySprings-Alpharett GA 2004 1984 96 100.0% 26.24 Publix
Paces Ferry Plaza Atlanta-SandySprings-Alpharett GA 1997 2018 82 100.0% 43.34 Whole Foods
Powers Ferry Square Atlanta-SandySprings-Alpharett GA 1997 2013 102 100.0% 37.61 HomeGoods, PETCO
Powers Ferry Village Atlanta-SandySprings-Alpharett GA 1997 1994 69 100.0% 10.97 Publix, Barrel Town
Russell Ridge Atlanta-SandySprings-Alpharett GA 1994 1995 112 98.8% 13.56 Kroger
Sandy Springs Atlanta-SandySprings-Alpharett GA 2012 2006 113 97.8% 28.78 Trader Joe's, Fox's, Peter Glenn Ski & Sports
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Sope Creek Crossing Atlanta-SandySprings-Alpharett GA 1998 2016 99 98.1% 18.07 Publix
The Shops at Hampton Oaks Atlanta-SandySprings-Alpharett GA 2017 2009 21 93.3% 14.17 (CVS)
Williamsburg at Dunwoody Atlanta-SandySprings-Alpharett GA 2017 1983 45 98.2% 27.24 -
Civic Center Plaza Chicago-Naperville-Elgin IL 40% 2005 1989 22,000 265 100.0% 11.84 Super H Mart, Home Depot, O'Reilly Automotive, King Spa
Clybourn Commons Chicago-Naperville-Elgin IL 2014 1999 32 100.0% 38.91 PETCO
Glen Oak Plaza Chicago-Naperville-Elgin IL 2010 1967 63 100.0% 28.31 Trader Joe's, Walgreens, Northshore University Healthsystems
Hinsdale Lake Commons Chicago-Naperville-Elgin IL 1998 2015 185 97.4% 17.75 Whole Foods, Goodwill, Charter Fitness, Petco
Mellody Farm Chicago-Naperville-Elgin IL 2017 2017 259 97.2% 32.35 Whole Foods, Nordstrom Rack, REI, HomeGoods, Barnes & Noble, West Elm
Naperville Plaza Chicago-Naperville-Elgin IL 20% 2023 1961 22,123 115 100.0% 29.26 Casey's Foods, Trader Joe's, Oswald's Pharmacy
Old Town Square Chicago-Naperville-Elgin IL 20% 2023 1998 10,000 87 95.9% 27.60 Jewel-Osco
Riverside Sq & River's Edge Chicago-Naperville-Elgin IL 40% 2005 1986 169 100.0% 19.62 Mariano's Fresh Market, Dollar Tree, Blink Fitness, Five Below
Roscoe Square Chicago-Naperville-Elgin IL 40% 2005 2012 24,500 144 100.0% 25.14 Mariano's Fresh Market, Walgreens, Altitude Trampoline Park
Westchester Commons Chicago-Naperville-Elgin IL 2001 2014 148 95.2% 20.17 Mariano's Fresh Market, Goodwill
Willow Festival (6) Chicago-Naperville-Elgin IL 2010 2007 404 100.0% 19.90 Whole Foods, Lowe's, CVS, HomeGoods, REI, Ulta, Restoration Hardware
Shops on Main Chicago-Naperville-Elgin IN 94% 2007 2017/2020 289 82.5% 18.27 Whole Foods, Dick's Sporting Goods, Ross Dress for Less, HomeGoods, DSW, Nordstrom Rack, Marshalls
Willow Lake Shopping Center Indianapolis-Carmel-Anderson IN 2005 1987 86 84.5% 18.53 Indiana Bureau of Motor Vehicles, Snipes USA, (Kroger)
Willow Lake West Shopping Center Indianapolis-Carmel-Anderson IN 2005 2001 53 100.0% 29.03 Trader Joe's
Fellsway Plaza Boston-Cambridge-Newton MA 75% 2013 2016 33,727 161 98.0% 27.97 Stop & Shop, Planet Fitness, BioLife Plasma Services
Shaw's at Plymouth Boston-Cambridge-Newton MA 2017 1993 60 100.0% 19.34 Shaw's
Shops at Saugus Boston-Cambridge-Newton MA 2006 2006 94 100.0% 30.37 Trader Joe's, La-Z-Boy, PetSmart
Star's at Cambridge Boston-Cambridge-Newton MA 2017 1997 66 100.0% 41.18 Star Market
Star's at West Roxbury Boston-Cambridge-Newton MA 2017 2006 76 100.0% 28.00 Shaw's
The Abbot Boston-Cambridge-Newton MA 2017 1912/2024 64 76.7% 102.01 Center for Effective Alturism
Twin City Plaza Boston-Cambridge-Newton MA 2006 in process 285 100.0% 25.80 Shaw's, Marshall's, Extra Space Storage, Walgreens, K&G Fashion, Dollar Tree, Everfitness, Formlabs
The Longmeadow Shops Springfield, MA MA 2023 1962 13,000 99 92.0% 33.92 CVS
Festival at Woodholme Baltimore-Columbia-Towson MD 40% 2005 1986 18,510 81 96.5% 41.59 Trader Joe's
Parkville Shopping Center Baltimore-Columbia-Towson MD 40% 2005 2013 23,017 165 96.4% 18.16 Giant, Parkville Lanes, Dollar Tree, Petco, The Cellar Parkville
Southside Marketplace Baltimore-Columbia-Towson MD 40% 2005 2011 24,800 125 97.8% 25.80 Giant
Village at Lee Airpark (6) Baltimore-Columbia-Towson MD 2005 2014 118 100.0% 32.98 Giant, (Sunrise)
Burnt Mills Washington-Arlington-Alexandri MD 20% 2013 2004 31 94.6% 41.67 Trader Joe's
Cloppers Mill Village Washington-Arlington-Alexandri MD 40% 2005 1995 137 95.6% 19.99 Shoppers Food Warehouse, Dollar Tree
Firstfield Shopping Center Washington-Arlington-Alexandri MD 2005 2014 22 100.0% 46.75 -
Takoma Park Washington-Arlington-Alexandri MD 40% 2005 1960 107 100.0% 14.78 Planet Fitness, Hibachi Grill & Buffet
Watkins Park Plaza Washington-Arlington-Alexandri MD 40% 2005 1985 111 98.6% 30.76 LA Fitness, CVS
Westbard Square Washington-Arlington-Alexandri MD 2017 2001/2024 173 98.4% 40.47 Giant, Bowlmor AMF
Woodmoor Shopping Center Washington-Arlington-Alexandri MD 40% 2005 1954 18,410 68 98.6% 39.71 CVS
Apple Valley Square Minneapol-St. Paul-Bloomington MN 2006 1998 179 78.7% 19.18 PETCO, Savers,(Burlington Coat Factory), (Aldi)
Cedar Commons Minneapol-St. Paul-Bloomington MN 2011 1999 66 100.0% 31.14 Whole Foods
Colonial Square Minneapol-St. Paul-Bloomington MN 40% 2005 2014 19,700 93 98.6% 28.99 Lund's
Rockford Road Plaza Minneapol-St. Paul-Bloomington MN 40% 2005 1991 204 100.0% 15.21 Kohl's, PetSmart, HomeGoods, TJ Maxx, ULTA
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Rockridge Center Minneapol-St. Paul-Bloomington MN 20% 2011 2006 10,000 125 98.9% 15.20 CUB Foods
Brentwood Plaza St. Louis MO 2007 2002 60 97.8% 11.79 Schnucks
Bridgeton St. Louis MO 2007 2005 71 100.0% 13.02 Schnucks, (Home Depot)
Dardenne Crossing St. Louis MO 2007 1996 67 97.9% 11.53 Schnucks
Kirkwood Commons St. Louis MO 2007 2000 210 100.0% 10.44 Walmart, TJ Maxx, HomeGoods, Famous Footwear, (Target), (Lowe's)
Blakeney Town Center Charlotte-Concord-Gastonia NC 2021 2006 384 99.4% 28.12 Harris Teeter, Marshalls, Best Buy, Petsmart, Off Broadway Shoes, Old Navy, (Target)
Carmel Commons Charlotte-Concord-Gastonia NC 1997 2012 146 89.2% 26.36 Chuck E. Cheese, The Fresh Market, Edwin Watts Golf
Cochran Commons Charlotte-Concord-Gastonia NC 20% 2007 2003 66 98.2% 18.53 Harris Teeter, (Walgreens)
Willow Oaks Charlotte-Concord-Gastonia NC 2014 2014 65 100.0% 18.63 Publix
Shops at Erwin Mill Durham-Chapel Hill NC 55% 2012 2012 12,000 91 100.0% 21.61 Harris Teeter
Southpoint Crossing Durham-Chapel Hill NC 1998 1998 103 93.4% 18.10 Harris Teeter
Village Plaza Durham-Chapel Hill NC 20% 2012 2020 11,227 73 88.8% 27.72 Whole Foods
Woodcroft Shopping Center Durham-Chapel Hill NC 1996 1984 90 98.4% 15.67 Food Lion, ACE Hardware
Glenwood Village Raleigh-Cary NC 1997 1983 43 100.0% 20.87 Harris Teeter
Holly Park Raleigh-Cary NC 2013 1969 158 99.0% 21.98 DSW Warehouse, Trader Joe's, Ross Dress For Less, Staples, US Fitness Products, Jerry's Artarama, Pet Supplies Plus, Ulta
Lake Pine Plaza Raleigh-Cary NC 1998 1997 88 100.0% 15.64 Harris Teeter
Market at Colonnade Center Raleigh-Cary NC 2009 2009 58 100.0% 29.30 Whole Foods
Midtown East Raleigh-Cary NC 50% 2017 2017 36,000 159 100.0% 26.91 Wegmans
Ridgewood Shopping Center Raleigh-Cary NC 20% 2018 1951 8,480 95 98.3% 32.60 Whole Foods, Walgreens
Shoppes of Kildaire Raleigh-Cary NC 40% 2005 1986 20,000 145 100.0% 22.27 Trader Joe's, Aldi, Staples, Barnes & Noble
Sutton Square Raleigh-Cary NC 20% 2006 1985 101 87.2% 24.88 The Fresh Market
Village District Raleigh-Cary NC 30% 2004 2018 75,000 606 99.4% 27.53 Harris Teeter, The Fresh Market, The Oberlin, Wake Public Library, Walgreens, Talbots, Great Outdoor Provision Co., York Properties,The Cheshire Cat Gallery, Crunch Fitness Select Club, Bailey's Fine Jewelry, Sephora, Barnes & Noble, Goodnight's Comedy Club, Ballard Designs
Bloomfield Crossing New York-Newark-Jersey City NJ 2023 0 59 100.0% 16.51 Superfresh
Boonton ACME Shopping Center New York-Newark-Jersey City NJ 2023 1999 10,123 63 100.0% 25.71 Acme Markets
Cedar Hill Shopping Center New York-Newark-Jersey City NJ 2023 1971 6,585 43 96.5% 33.30 Walgreens
Chestnut Ridge Shopping Center New York-Newark-Jersey City NJ 2023 1965 76 97.4% 31.80 Fresh Market, Drop Fitness
Chimney Rock (6) New York-Newark-Jersey City NJ 2016 2016 218 100.0% 37.64 Whole Foods, Nordstrom Rack, Saks Off 5th, The Container Store, Ulta, LL Bean
District at Metuchen New York-Newark-Jersey City NJ 20% 2018 2017 16,000 67 100.0% 33.39 Whole Foods
Emerson Plaza New York-Newark-Jersey City NJ 2023 1981 90 100.0% 18.81 Shoprite, K-9 Resorts Luxury Pet Hotel
Ferry Street Plaza New York-Newark-Jersey City NJ 2023 1995 8,131 108 100.0% 23.82 Seabra Foods, Flaming Grill
Franklin Pointe (fka Rite Aid Plaza-Waldwick Plaza) New York-Newark-Jersey City NJ 2023 1953 20 0.0% - -
Glenwood Green New York-Newark-Jersey City NJ 70% 2023 2024 352 97.1% 13.95 ShopRite, Target, Rendina
H Mart Plaza New York-Newark-Jersey City NJ 2023 1967 7 100.0% 48.64 -
Meadtown Shopping Center New York-Newark-Jersey City NJ 2023 1961 8,765 77 89.6% 27.51 Marshalls, Petco, Walgreens
Midland Park Shopping Center New York-Newark-Jersey City NJ 2023 1966 16,588 129 88.0% 25.69 Kings Food Markets, Crunch Fitness
Plaza Square New York-Newark-Jersey City NJ 40% 2005 1990 102 91.3% 21.04 Grocer, Retro Fitness
Pompton Lakes Towne Square New York-Newark-Jersey City NJ 2023 2000 66 94.5% 27.63 Planet Fitness
South Pass Village New York-Newark-Jersey City NJ 2023 1965 19,258 109 100.0% 32.74 Acme Markets
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Valley Ridge Shopping Center New York-Newark-Jersey City NJ 2023 1962 15,702 103 100.0% 30.60 Whole Foods
Waldwick Plaza New York-Newark-Jersey City NJ 2023 1960 27 100.0% 28.51 -
Washington Commons New York-Newark-Jersey City NJ 100% 2023 1992 8,210 74 94.2% 24.29 Stop & Shop
Haddon Commons Philadelphia-Camden-Wilmington NJ 40% 2005 1985 54 100.0% 16.25 Acme Markets
111 Kraft Avenue New York-Newark-Jersey City NY 2023 1902 9 100.0% 50.80 -
1175 Third Avenue New York-Newark-Jersey City NY 2017 1995 23 100.0% 112.26 Whole Foods, Five Below
1225-1239 Second Ave New York-Newark-Jersey City NY 2017 1987 19 100.0% 85.03 Dumbo Market
260-270 Sawmill Road New York-Newark-Jersey City NY 2023 1953 3 100.0% 1.69 -
27 Purchase Street New York-Newark-Jersey City NY 2023 0 10 82.6% 44.88 -
410 South Broadway New York-Newark-Jersey City NY 2023 1936 7 100.0% 1.21 -
48 Purchase Street New York-Newark-Jersey City NY 2023 0 6 100.0% 84.91 -
90 - 30 Metropolitan Avenue New York-Newark-Jersey City NY 2017 2007 60 100.0% 36.15 Michaels, Staples, Trader Joe's
Arcadian Shopping Center New York-Newark-Jersey City NY 2023 1978 166 97.9% 24.61 Stop & Shop, Westchester Community College, The 19th Hole
Armonk Square New York-Newark-Jersey City NY 20% 2025 2013 11,403 48 97.9% 45.76 DeCicco & Sons
Biltmore Shopping Center New York-Newark-Jersey City NY 2023 1967 17 100.0% 42.78 -
Broadway Plaza (6) New York-Newark-Jersey City NY 2017 2014 147 93.2% 42.93 Aldi, Best Buy, Bob's Discount Furniture, TJ Maxx, Blink Fitness
Carmel ShopRite Plaza New York-Newark-Jersey City NY 2023 1981 145 89.4% 15.42 Shoprite, Box Office Cinema, Gold's Gym
Chilmark Shopping Center New York-Newark-Jersey City NY 2023 1963 47 95.7% 35.51 CVS
Clocktower Plaza Shopping Ctr (6) New York-Newark-Jersey City NY 2017 1995 79 96.9% 52.63 Stop & Shop
DeCicco's Plaza New York-Newark-Jersey City NY 2023 1978 70 100.0% 40.70 Decicco & Sons
District Shops of Pelham Manor New York-Newark-Jersey City NY 2023 1960 25 74.5% 37.15 Manor Market
East Meadow Plaza New York-Newark-Jersey City NY 2023 in-process 138 89.5% 30.09 Lidl, Dollar Deal
Eastchester Plaza New York-Newark-Jersey City NY 2023 1963 24 100.0% 39.61 CVS
Eastport New York-Newark-Jersey City NY 2021 1980 48 88.0% 17.64 King Kullen
Gateway Plaza New York-Newark-Jersey City NY 50% 2023 0 14,000 198 100.0% 9.80 Walmart, Bob's Discount Furniture
Harrison Shopping Square New York-Newark-Jersey City NY 2023 1958 26 95.2% 37.10 The Goddard School
Heritage 202 Center New York-Newark-Jersey City NY 2023 1989 19 100.0% 37.61 -
Hewlett Crossing I & II New York-Newark-Jersey City NY 2018 1954 52 83.1% 43.25 -
Lake Grove Commons New York-Newark-Jersey City NY 40% 2012 2008 48,558 141 100.0% 38.56 Whole Foods, LA Fitness
Lakeview Shopping Center New York-Newark-Jersey City NY 2023 1981 10,407 165 90.3% 18.82 Acme, Planet Fitness, Montclare Children's School
McLean Plaza New York-Newark-Jersey City NY 100% 2023 1982 5,000 58 98.1% 22.57 Acme Markets
Midway Shopping Center New York-Newark-Jersey City NY 12% 2023 1958 20,144 244 86.0% 28.94 Shoprite, Amazing Savings, CVS, Planet Fitness, Denny's Kids, Ulta
New City PCSB Bank Pad New York-Newark-Jersey City NY 2023 1973 3 100.0% 105.14 -
Orangetown Shopping Center New York-Newark-Jersey City NY 100% 2023 1966 76 96.5% 23.15 CVS
Purchase Street Shops New York-Newark-Jersey City NY 2023 0 6 100.0% 38.80 -
Putnam Plaza New York-Newark-Jersey City NY 2023 1971 16,531 189 87.7% 16.94 Tops, Dollar World, Harbor Freight Tools
Riverhead Plaza New York-Newark-Jersey City NY 50% 2023 0 13 100.0% 39.46 -
Rivertowns Square New York-Newark-Jersey City NY 2018 2016 116 100.0% 29.63 Ulta, The Learning Experience, Mom's Organic Market, Look Cinemas
Somers Commons New York-Newark-Jersey City NY 2023 2003 135 91.9% 21.59 Level Fitness, Tractor Supply, Goodwill
Staples Plaza-Yorktown Heights New York-Newark-Jersey City NY 2023 1970 125 100.0% 21.30 Level Fitness, Staples, Party City, Extra Space Storage
Tanglewood Shopping Center New York-Newark-Jersey City NY 2023 1953 2,163 28 93.1% 45.86 -
The Gallery at Westbury Plaza New York-Newark-Jersey City NY 2017 2013 312 98.4% 54.33 Trader Joe's, Nordstrom Rack, Saks Fifth Avenue, Bloomingdale's, The Container Store, HomeGoods, Old Navy, Gap Outlet, Bassett Home Furnishings, Famous Footwear
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
The Meadows New York-Newark-Jersey City NY 2021 1980 141 99.3% 17.66 Marshalls, Stew Leonard's, Net Cost Market, Catch Air
The Point at Garden City Park (6) New York-Newark-Jersey City NY 2016 2018 105 100.0% 33.33 King Kullen, Ace Hardware
The Shops at SunVet (6) (7) New York-Newark-Jersey City NY 100% 2023 2023 170 73.5% 46.40 Whole Foods, Nordstrom Rack
Towne Centre at Somers New York-Newark-Jersey City NY 2023 1988 84 100.0% 32.82 CVS
Valley Stream New York-Newark-Jersey City NY 2021 1950 99 97.8% 32.15 King Kullen
Village Commons New York-Newark-Jersey City NY 2023 1980 28 86.9% 42.13 -
Wading River New York-Newark-Jersey City NY 2021 2002 99 94.7% 24.34 King Kullen, CVS, Ace Hardware
Westbury Plaza New York-Newark-Jersey City NY 2017 2004 88,000 390 100.0% 28.36 WalMart, Costco, Marshalls, Total Wine and More, Olive Garden
Cherry Grove Cincinnati OH 1998 2012 203 100.0% 13.78 Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning
Hyde Park Cincinnati OH 1997 1995 398 98.6% 17.62 Kroger, Kohl's, Walgreens, Ace Hardware, Staples, Marshalls, Five Below
Red Bank Village Cincinnati OH 2006 2018 183 100.0% 8.40 WalMart
Regency Commons Cincinnati OH 2004 2004 34 84.0% 28.02 -
West Chester Plaza Cincinnati OH 1998 in process 67 100.0% 7.18 Kroger
East Pointe Columbus OH 1998 2014 115 100.0% 11.84 Kroger
Kroger New Albany Center Columbus OH 1999 1999 96 100.0% 14.55 Kroger
Northgate Plaza (Maxtown Road) Columbus OH 1998 2017 117 97.6% 12.34 Kroger, (Home Depot)
Corvallis Market Center Corvallis OR 2006 2006 85 100.0% 23.60 Michaels, TJ Maxx, Trader Joe's
Northgate Marketplace Medford OR 2011 2011 81 96.3% 25.54 Trader Joe's, REI, PETCO
Northgate Marketplace Ph II Medford OR 2015 2015 177 96.4% 18.24 Dick's Sporting Goods, Homegoods, Marshalls
Greenway Town Center Portland-Vancouver-Hillsboro OR 40% 2005 2014 93 93.8% 17.04 Dollar Tree, Rite Aid, Whole Foods
Murrayhill Marketplace Portland-Vancouver-Hillsboro OR 1999 2016 157 92.7% 22.20 Safeway, Planet Fitness
Sherwood Crossroads Portland-Vancouver-Hillsboro OR 1999 1999 88 91.9% 12.71 Safeway
Tanasbourne Market (6) Portland-Vancouver-Hillsboro OR 2006 2006 71 100.0% 33.18 Whole Foods
Walker Center Portland-Vancouver-Hillsboro OR 1999 1987 89 95.7% 28.62 REI
Lower Nazareth Commons Allentown-Bethlehem-Easton PA 2007 2012 110 100.0% 28.38 Burlington Coat Factory, PETCO, (Wegmans), (Target)
Stefko Boulevard Shopping Center (6) Allentown-Bethlehem-Easton PA 2005 1976 134 97.9% 12.53 Valley Farm Market, Dollar Tree, Muscle Inc. Gym
Hershey (6) Harrisburg-Carlisle PA 2000 2000 6 100.0% 33.75 -
Baederwood Shopping Center Philadelphia-Camden-Wilmington PA 80% 2023 1999 24,365 117 100.0% 29.62 Whole Foods, Planet Fitness
City Avenue Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1960 157 95.6% 22.19 Ross Dress for Less, TJ Maxx, Dollar Tree
Gateway Shopping Center Philadelphia-Camden-Wilmington PA 2004 2016 224 94.0% 38.16 Trader Joe's, Staples, TJ Maxx
Mercer Square Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1988 91 100.0% 24.12 Weis Markets, McCaffrey's Food Markets
Newtown Square Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 2020 19,774 142 95.3% 21.31 Acme Markets, Michael's
East Greenwich Square Boston-Cambridge-Newton RI 70% 2024 1990 26,000 159 100.0% 21.68 Dave's Fresh Marketplace, Les Isle Rose
Indigo Square Charleston-North Charleston SC 2017 2017 51 100.0% 32.58 Greenwise (Vac 8/29/20)
Merchants Village Charleston-North Charleston SC 40% 1997 1997 9,000 80 100.0% 19.70 Publix
Brentwood Place Nashvil-Davdsn-Murfree-Frankln TN 2025 2007/2016 43,500 319 98.6% 20.90 TJ Maxx/Homegoods, Golf Galaxy, Stock & Tade Design Co.
Harpeth Village Fieldstone Nashvil-Davdsn-Murfree-Frankln TN 1997 1998 70 100.0% 18.34 Publix
Northlake Village Nashvil-Davdsn-Murfree-Frankln TN 2000 2013 139 100.0% 16.45 Kroger
Peartree Village Nashvil-Davdsn-Murfree-Frankln TN 1997 1997 110 96.6% 19.91 Kroger, PETCO
Hancock Austin-Round Rock-Georgetown TX 1999 1998 246 97.8% 20.63 24 Hour Fitness, H.E.B, PETCO, Twin Liquors
Market at Round Rock Austin-Round Rock-Georgetown TX 1999 1987 123 96.9% 21.35 Sprout's Markets, Office Depot, Tuesday Morning, Party Chaos
North Hills Austin-Round Rock-Georgetown TX 1999 1995 164 98.8% 24.00 H.E.B.
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shops at Mira Vista Austin-Round Rock-Georgetown TX 2014 2002 137 68 100.0% 27.76 Trader Joe's, Champions Westlake Gymnastics & Cheer
Tech Ridge Center Austin-Round Rock-Georgetown TX 2011 2020 240 96.6% 22.33 H.E.B., Pinstack, Baylor Scott & White
University Commons - Austin Austin-Round Rock-Georgetown TX 20% 2024 2024 34,500 218 98.4% 21.90 HEB
Bethany Park Place Dallas-Fort Worth-Arlington TX 1998 1998 10,200 99 100.0% 12.43 Kroger
CityLine Market Dallas-Fort Worth-Arlington TX 2014 2014 81 100.0% 31.18 Whole Foods
CityLine Market Phase II Dallas-Fort Worth-Arlington TX 2015 2015 22 100.0% 29.41 CVS
Hillcrest Village Dallas-Fort Worth-Arlington TX 1999 1991 15 100.0% 55.58 -
Keller Town Center Dallas-Fort Worth-Arlington TX 1999 2014 120 90.4% 17.54 Tom Thumb
Lebanon/Legacy Center Dallas-Fort Worth-Arlington TX 2000 2002 57 100.0% 32.44 (WalMart)
Market at Preston Forest Dallas-Fort Worth-Arlington TX 1999 1990 96 100.0% 23.99 Tom Thumb
Mockingbird Commons Dallas-Fort Worth-Arlington TX 1999 1987 120 98.0% 22.67 Tom Thumb, Ogle School of Hair Design
Preston Oaks (6) Dallas-Fort Worth-Arlington TX 2013 2022 103 100.0% 42.32 Central Market, Talbots
Prestonbrook Dallas-Fort Worth-Arlington TX 1998 1998 92 98.5% 16.10 Kroger
Shiloh Springs Dallas-Fort Worth-Arlington TX 1998 1998 113 100.0% 15.97 Kroger
Alden Bridge Houston-Woodlands-Sugar Land TX 2002 1998 26,000 143 97.4% 21.94 Kroger, Walgreens
Baybrook East Houston-Woodlands-Sugar Land TX 2020 2025 166 95.8% 15.86 H.E.B
Cochran's Crossing Houston-Woodlands-Sugar Land TX 2002 1994 138 87.9% 20.70 Kroger
Indian Springs Center Houston-Woodlands-Sugar Land TX 2002 2003 140 100.0% 27.35 H.E.B.
Jordan Ranch Houston-Woodlands-Sugar Land TX 50% 2024 2025 162 96.6% 22.04 HEB
Market at Springwoods Village Houston-Woodlands-Sugar Land TX 2016 2018 167 98.0% 18.56 Kroger
Panther Creek Houston-Woodlands-Sugar Land TX 2002 1994 170 76.0% 29.18 CVS, The Woodlands Childrens Museum, Fitness Project, Sprouts
Sienna Grande Shops (7) Houston-Woodlands-Sugar Land TX 75% 2023 2023 30 65.3% 35.54 -
Southpark at Cinco Ranch Houston-Woodlands-Sugar Land TX 2012 2017 265 100.0% 15.04 Kroger, Academy Sports, PETCO, Spec's Liquor and Finer Foods
Sterling Ridge Houston-Woodlands-Sugar Land TX 2002 2000 129 78.6% 27.98 CVS, Crunch Fitness
Sweetwater Plaza Houston-Woodlands-Sugar Land TX 20% 2001 2000 20,000 135 100.0% 17.41 Kroger, Walgreens
The Village at Riverstone Houston-Woodlands-Sugar Land TX 2016 2016 165 95.8% 17.80 Kroger
Weslayan Plaza East Houston-Woodlands-Sugar Land TX 40% 2005 1969 173 100.0% 22.46 Berings, Ross Dress for Less, Michaels, The Next Level Fitness, Spec's Liquor, Trek Bicycle
Weslayan Plaza West Houston-Woodlands-Sugar Land TX 40% 2005 1969 186 97.1% 22.50 Randalls Food, Walgreens, PETCO, Homegoods, Barnes & Noble
Westwood Village Houston-Woodlands-Sugar Land TX 2006 2006 246 98.7% 20.16 Fitness Project, PetSmart, Office Max, Ross Dress For Less, TJ Maxx, Kelsey Seybold,(Target)
Woodway Collection Houston-Woodlands-Sugar Land TX 40% 2005 2012 25,696 97 94.2% 34.17 Whole Foods
Carytown Exchange Richmond VA 64% 2018 2022 116 97.6% 28.69 Publix, CVS
Village Shopping Center Richmond VA 40% 2005 1948 24,250 116 86.5% 27.41 Publix, CVS
Ashburn Farm Village Center Washington-Arlington-Alexandri VA 2005 1996 92 100.0% 18.72 Patel Brothers, The Shop Gym
Belmont Chase Washington-Arlington-Alexandri VA 2014 2014 91 100.0% 38.66 Cooper's Hawk Winery, Whole Foods
Festival at Manchester Lakes Washington-Arlington-Alexandri VA 40% 2005 2021 169 100.0% 33.02 Amazon Fresh, Homesense, Hyper Kidz
Fox Mill Shopping Center Washington-Arlington-Alexandri VA 40% 2005 2013 22,500 103 97.6% 28.49 Giant
Greenbriar Town Center Washington-Arlington-Alexandri VA 40% 2005 1972 76,200 344 99.5% 30.79 Big Blue Swim School, Bob's Discount Furniture, CVS, Giant, Marshalls, Planet Fitness, Ross Dress for Less, Total Wine and More
Kamp Washington Shopping Center Washington-Arlington-Alexandri VA 40% 2005 1960 71 100.0% 36.27 PGA Tour Superstore
Kings Park Shopping Center Washington-Arlington-Alexandri VA 40% 2005 2015 21,800 96 100.0% 35.89 Giant, CVS
Lorton Station Marketplace Washington-Arlington-Alexandri VA 20% 2006 2005 136 91.4% 27.11 Amazon Fresh, Planet Fitness, Five Below, LLC
Point 50 Washington-Arlington-Alexandri VA 2007 2021 48 94.0% 33.81 Amazon Fresh
Saratoga Shopping Center Washington-Arlington-Alexandri VA 40% 2005 1977 22,800 113 92.9% 23.37 Giant
Shops at County Center Washington-Arlington-Alexandri VA 2005 2005 106 100.0% 21.80 Harris Teeter, Planet Fitness
Property Name CBSA (1) State Owner-<br>ship<br>Interest (2) Year<br>Acquired Year<br>Constructed<br>or Last Major<br>Renovation Mortgages or<br>Encumbrances<br>(in 000's) Gross<br>Leasable<br>Area<br>(GLA)<br>(in 000's) Percent<br>Leased (3) Average<br>Base Rent<br>PSF (4) MajorTenant(s) (5)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
The Crossing Clarendon Washington-Arlington-Alexandri VA 2016 in process/2023 420 94.8% 41.03 Whole Foods, Crate & Barrel, The Container Store, Pottery Barn, Ethan Allen, The Cheesecake Factory, LifeTime, Corobus Sports, Three Notch'd Brewing Company
The Field at Commonwealth Washington-Arlington-Alexandri VA 2017 2018 167 100.0% 24.47 Wegmans
Village Center at Dulles Washington-Arlington-Alexandri VA 20% 2002 1991 46,000 307 99.5% 31.37 Giant, CVS, Advance Auto Parts, Chuck E. Cheese, HomeGoods, Goodwill, Furniture Max, DMV Iron Gym
Willston Centre I Washington-Arlington-Alexandri VA 40% 2005 1952 109 81.2% 32.05 Fashion K City
Willston Centre II Washington-Arlington-Alexandri VA 40% 2005 2010 32,000 136 100.0% 29.77 Safeway, (Target), (PetSmart)
6401 Roosevelt Seattle-Tacoma-Bellevue WA 2019 1929 8 38.9% 26.86 -
Aurora Marketplace Seattle-Tacoma-Bellevue WA 40% 2005 1991 13,400 107 97.6% 19.00 Safeway, TJ Maxx
Ballard Blocks I Seattle-Tacoma-Bellevue WA 50% 2018 2007 132 100.0% 28.27 LA Fitness, Ross Dress for Less, Trader Joe's
Ballard Blocks II Seattle-Tacoma-Bellevue WA 50% 2018 2018 117 88.5% 35.06 Bright Horizons, Kaiser Permanente, PCC Community Markets, Trufusion, West Marine
Broadway Market Seattle-Tacoma-Bellevue WA 20% 2014 1988 140 93.6% 30.25 Gold's Gym, Mosaic Salon Group, Quality Food Centers
Cascade Plaza Seattle-Tacoma-Bellevue WA 20% 1999 1999 213 79.4% 13.06 Big 5 Sporting Goods, Dollar Tree, Planet Fitness, Ross Dress For Less, Safeway, Aaron's
Eastgate Plaza Seattle-Tacoma-Bellevue WA 40% 2005 2018/2021 22,000 85 100.0% 32.25 Safeway, Rite Aid
Grand Ridge Plaza Seattle-Tacoma-Bellevue WA 2012 2018 331 100.0% 27.99 Bevmo!, Dick's Sporting Goods, Marshalls, Regal Cinemas,Safeway, Ulta
Inglewood Plaza Seattle-Tacoma-Bellevue WA 1999 1985 17 100.0% 49.32 -
Island Village Seattle-Tacoma-Bellevue WA 2023 2013 106 100.0% 17.72 Safeway, Rite Aid
Klahanie Shopping Center Seattle-Tacoma-Bellevue WA 2016 1998 66 96.3% 40.78 (QFC)
Melrose Market Seattle-Tacoma-Bellevue WA 2019 2009 20 92.7% 48.79 -
Overlake Fashion Plaza Seattle-Tacoma-Bellevue WA 40% 2005 2020 86 99.0% 31.75 Marshalls, Bevmo!, Amazon Go Grocery
Pine Lake Village Seattle-Tacoma-Bellevue WA 1999 1989 102 98.6% 31.35 Quality Food Centers, Planet Fitness
Roosevelt Square Seattle-Tacoma-Bellevue WA 2017 2017 149 94.4% 29.18 Whole Foods, Guitar Center, LA Fitness
Sammamish-Highlands Seattle-Tacoma-Bellevue WA 1999 2013 100 99.5% 41.56 Trader Joe's, Bartell Drugs, (Safeway)
Southcenter Seattle-Tacoma-Bellevue WA 1999 1990 57 100.0% 37.95 (Target)
Regency Centers Total $ 2,309,064 58,377 96.1% $ 26.03
  • CBSA refers to Core-Based Statistical Area (e.g. metropolitan area).
  • Represents our percentage ownership interest in the property, if not wholly-owned.
  • Percentages also include properties where we have not yet incurred at least 90% of the expected costs to complete development and the property is not yet 95% occupied or the anchor has not yet been open for at least two years ("development properties" or "properties in development"). However, if development properties were excluded, the total percent leased would be 94.9% for our Combined Portfolio of shopping centers.
  • Average base rent PSF is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue.
  • Retailers in parenthesis are "shadow anchors" at our shopping centers (as described in Item 1A, "Risk Factors"). We have no ownership or leasehold interest in their space, which is adjacent to our property or on a parcel owned by the shadow anchor that appears to be part of our center.
  • The ground underlying the building and improvements is not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease.
  • Property in development.

Item 3. Legal Proceedings

We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation, nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. However, no assurances can be given as to the outcome of any threatened or pending legal proceedings.

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

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the NASDAQ Global Select Market under the symbol "REG."

As of February 04, 2026, there were 175,442 holders of our common stock.

We intend to pay regular quarterly distributions to Regency Centers Corporation's common shareholders. Future distributions will be declared and paid at the discretion of our Board of Directors and will depend upon cash generated by our operating results, our financial condition, cash flows, capital requirements, future business prospects, annual dividend requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as our Board of Directors deems relevant. In order to maintain Regency Centers Corporation's qualification as a REIT for federal income tax purposes, we are generally required to make annual distributions equal to at least 90% of our REIT taxable income for the taxable year, excluding any net capital gains. Under certain circumstances we could be required to make distributions in excess of cash available for distributions in order to meet such requirements. We have a dividend reinvestment plan under which our shareholders may elect to reinvest their dividends automatically in common stock. Under the plan, we may elect to purchase common stock in the open market on behalf of shareholders or may issue new common stock to such shareholders.

Under the terms of our Line, in the event of any monetary default, we may not make distributions to shareholders except to the extent necessary to maintain our REIT status.

There were no unregistered sales of equity securities during the quarter ended December 31, 2025.

The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended December 31, 2025:

Period Total number of shares purchased (1) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (2) Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2)
October 1 through October 31, 2025 144 $ 72.90 $ 250,000
November 1 through November 30, 2025 $ $ 250,000
December 1 through December 31, 2025 $ $ 250,000
  • Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
  • On February 4, 2026, our Board approved a new common stock repurchase program, which replaced an 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.

The performance graph furnished below shows Regency's cumulative total shareholder return relative to the S&P 500 Index, the FTSE Nareit Equity REIT Index, and the FTSE Nareit Equity Shopping Centers index since December 31, 2020. The following performance graph and table do not constitute soliciting material and should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended (the "Securities Act") or the Securities Exchange Act of 1934, as amended (the "Exchange Act").

img146943820_1.jpg

12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024 12/31/2025
Regency Centers Corporation $ 100.00 171.39 148.15 165.58 190.21 184.91
S&P 500 100.00 128.71 105.40 133.10 166.40 196.16
FTSE NAREIT Equity REITs 100.00 143.24 108.34 123.21 133.97 137.83
FTSE NAREIT Equity Shopping Centers 100.00 165.05 144.36 161.74 189.29 182.01

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executing on our Strategy

During the year ended December 31, 2025, we had Net income attributable to common shareholders of $513.8 million as compared to $386.7 million during the year ended December 31, 2024. The increase was primarily attributable to a $72.2 million gain recognized from a partial distribution-in-kind transaction and a $45.2 million increase in base rent from same properties, reflecting improved operating performance.

During the year ended December 31, 2025:

  • Our Pro-rata same property NOI, excluding termination fees, grew 5.3%, as compared to the year ended December 31, 2024, primarily attributable to improvements in base rent and recoveries from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on comparable new and renewal leases.
  • We executed 1,899 new and renewal leasing transactions representing 7.4 million Pro-rata SF with positive rent spreads of 10.8% during 2025, compared to 2,032 leasing transactions representing 9.9 million Pro-rata SF with positive rent spreads of 9.5% in 2024. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
  • At December 31, 2025, our total property portfolio was 96.1% leased while our same property portfolio was 96.5% leased, compared to 96.3% and 96.6%, respectively, at December 31, 2024.

We continued our development and redevelopment of high-quality shopping centers:

  • Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $597.4 million compared to $497.3 million at December 31, 2024.
  • Development and redevelopment projects completed during 2025 represented $212.4 million of estimated net project costs, with an average stabilized yield of 10.1%. A stabilized yield for development and redevelopment projects represents the incremental NOI (estimated stabilized NOI less NOI prior to project commencement) divided by the total project costs.

We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:

  • In February 2025, the Company received a credit rating upgrade to A- with a stable outlook, from S&P Global Ratings. The Company maintains an A3 rating with a stable outlook from Moody’s Investors Service.
  • In May 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0% (the "2025 Notes").
  • In July 2025, as consideration for the acquisition of five operating properties, the Operating Partnership issued 2,773,087 Common Units, and assumed $150 million of secured mortgage debt with a weighted average interest rate of 4.2% and an average remaining term of approximately 12 years.
  • The Company settled forward sales agreements entered into during 2024 under its At-the-Market ("ATM") program as follows:
  • In August 2025, the Company issued 673,172 shares of common stock and received $49.2 million of net proceeds.
  • In October 2025, the Company issued an additional 666,205 shares of common stock and received $49.1 million of net proceeds. Upon completion of these settlements, the Company had fully settled all forward sales agreements entered into during 2024.
  • In October 2025, the Company received a property distribution from its Regency-GRI real estate investment partnership. The distribution involved 11 of the 66 properties within the partnership, and the Company received five of these properties, which had an aggregate fair value of $113.9 million. In addition, the Company assumed an existing fixed rate mortgage loan on one property of $10 million, maturing January 2026 with an interest rate of 3.95%. The remaining six properties were distributed to the Company's partner. The Company repaid the assumed mortgage loan in full in December 2025.
  • In November 2025, the Company repaid $250 million of fixed-rate unsecured debt upon maturity.
  • As of December 31, 2025, we had $441.8 million of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. Of this amount, $88.0 million was repaid at maturity on February 2, 2026.
  • At December 31, 2025, we had $1.4 billion available on the Line, which expires on March 23, 2028 unless we exercise the available options to extend the expiration for the first of two additional consecutive six-month periods, in which case the term will be extended in accordance with any such option exercise.

Leasing Activity and Significant Tenants

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

Pro-rata Percent Leased

The following table summarizes Pro-rata percent leased of our combined consolidated and unconsolidated shopping center portfolio:

December 31, 2025 December 31, 2024
Percent Leased – All properties 96.1 % 96.3 %
Anchor Space (spaces ≥ 10,000 SF) 98.0 % 98.4 %
Shop Space (spaces < 10,000 SF) 93.2 % 93.0 %

Pro-rata Leasing Activity

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

Year Ended December 31, 2025
Leasing<br>Transactions SF<br>(in thousands) Base<br>Rent PSF Tenant<br>Allowance<br>and Landlord<br>Work PSF Leasing<br>Commissions<br>PSF
Anchor Space Leases
New 34 1,030 $ 17.46 $ 28.67 $ 4.65
Renewal 102 3,050 15.14 0.65 0.41
Total Anchor Space Leases 136 4,080 $ 15.73 $ 7.72 $ 1.48
Shop Space Leases
New 586 1,155 $ 43.16 $ 51.12 $ 17.37
Renewal 1,177 2,214 40.89 1.45 1.30
Total Shop Space Leases 1,763 3,369 $ 41.67 $ 18.48 $ 6.81
Total Leases 1,899 7,449 $ 27.46 $ 12.58 $ 3.89
Year Ended December 31, 2024
--- --- --- --- --- --- --- --- --- --- ---
Leasing<br>Transactions SF<br>(in thousands) Base<br>Rent PSF Tenant<br>Allowance<br>and Landlord<br>Work PSF Leasing<br>Commissions<br>PSF
Anchor Space Leases
New 39 952 $ 20.06 $ 61.64 $ 6.77
Renewal 153 4,778 18.48 0.72 0.09
Total Anchor Space Leases 192 5,730 $ 18.76 $ 11.74 $ 1.30
Shop Space Leases
New 598 1,415 $ 39.91 $ 44.11 $ 14.58
Renewal 1,242 2,714 38.39 2.52 0.65
Total Shop Space Leases 1,840 4,129 $ 38.92 $ 16.98 $ 5.49
Total Leases 2,032 9,859 $ 27.19 $ 13.93 $ 3.05

The weighted-average base rent PSF on signed Shop Space leases during 2025 was $41.67 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $37.85 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 10.8% for the 12 months ended December 31, 2025, compared to 9.5% for the 12 months ended December 31, 2024.

Diversification and Concentration of Tenant Risk

We seek to reduce our risk by limiting concentration. For example, we utilize geographic diversification, as described in "Item 2. Properties" of this Report, and also seek to avoid dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers:

December 31, 2025
Anchor Number of<br>Stores Percentage of<br>Company-<br>owned GLA (1) Percentage of<br>Annual<br>Base Rent (1)
Publix 67 5.8 % 2.9 %
TJX Companies, Inc. 76 3.6 % 2.7 %
Albertsons Companies, Inc. 52 4.1 % 2.7 %
Amazon/Whole Foods 39 2.6 % 2.5 %
Kroger Co. 51 5.9 % 2.5 %
  • Includes Regency's share of unconsolidated properties and excludes those owned by anchors.

Bankruptcies and Credit Concerns

Our management team devotes significant time to researching and monitoring consumer preferences and trends, customer shopping behaviors, changes in delivery methods, shifts to e-commerce, and changing demographics in order to anticipate the challenges and opportunities impacting our industry. We seek to mitigate potentially adverse impacts through maintaining a high quality portfolio, diversifying our geographic and tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and investing in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income.

We recognize that current domestic and global economic policies and conditions such as tariffs, trade deal activity, inflation, labor cost and availability, energy prices, interest rate volatility, supply chain disruptions, access to and cost of credit, and tax and regulatory changes, have introduced additional business uncertainty to some of our tenants. These economic policies and conditions could place further financial strain on our tenants by impacting sales, raising costs and compressing margins. The impacts of these policies and conditions, which could included an economic downturn or recession, could negatively impact our tenants and their ability to continue to meet their lease obligations.

Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, in a tenant bankruptcy situation it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. As of December 31, 2025, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.69% of our Pro-rata annual base rent with no single tenant exceeding 0.5% of Pro-rata annual base rent.

For a discussion and analysis of the year ended December 31, 2024, compared to the same period in 2023, see "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 14, 2025.

Results of Operations

Comparison of the years ended December 31, 2025 and 2024:

Changes in revenues are summarized in the following table:

(in thousands) 2025 2024 Change
Lease income
Base rent $ 1,049,767 986,916 62,851
Recoveries from tenants 376,248 345,145 31,103
Percentage rent 13,916 13,777 139
Uncollectible lease income (2,793 ) (3,324 ) 531
Other lease income 25,364 23,722 1,642
Straight-line rent 24,495 20,300 4,195
Above/below market rent amortization, net 24,428 24,843 (415 )
Total lease income $ 1,511,425 1,411,379 100,046
Other property income 13,741 14,651 (910 )
Management, transaction, and other fees 28,358 27,874 484
Total revenues $ 1,553,524 1,453,904 99,620

Lease income increased by $100.0 million primarily due to the following:

  • $62.9 million increase in Base rent, mainly driven by the following:
  • $45.2 million increase resulting from same properties, including:
  • $25.7 million increase due to increases from occupancy, contractual rent steps in existing leases, and positive rental spreads on new and renewal leases;
  • $14.0 million increase due to redevelopment projects that commenced operations in 2025; and
  • $5.5 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships;
  • $16.2 million increase from acquisitions of operating properties in 2025 as compared to 2024 activity; and
  • $5.0 million increase from rent commencements at completed development properties; partially offset by
  • $3.5 million decrease due to disposition of operating properties.
  • $31.1 million increase from contractual Recoveries from tenants which represents their proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, mainly from the following:
  • $23.2 million increase primarily driven by higher operating costs and higher recovery rates due to increased occupancy in the current year;
  • $6.5 million increase driven by the acquisition of operating properties in 2025 as compared to 2024 and rent commencements at development properties; and
  • $2.0 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by
  • $0.5 million decrease due to disposition of operating properties.
  • $1.6 million increase in Other lease income mainly due to increase in lease termination fee income.
  • $4.2 million increase in Straight-line rent mainly due to timing and degree of contractual rent steps and new lease commencements.

There were no significant changes in Other property income, or Management, transaction, and other fees.

Changes in our operating expenses are summarized in the following table:

(in thousands) 2025 2024 Change
Depreciation and amortization $ 405,044 394,714 10,330
Property operating expense 264,877 248,637 16,240
Real estate taxes 192,282 184,415 7,867
General and administrative 99,407 101,465 (2,058 )
Other operating expenses 8,849 10,867 (2,018 )
Total operating expenses $ 970,459 940,098 30,361

Depreciation and amortization increased by $10.3 million, mainly due to the following:

  • $16.7 million increase from acquisitions of operating properties and development properties becoming available for occupancy; and
  • $3.9 million increase related to acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by
  • $9.1 million decrease from same properties mainly driven by the timing of capital expenditures being placed in service within our redevelopment projects and accelerated amortization of certain early tenant move-outs; and
  • $1.4 million decrease from dispositions of operating properties.

Property operating expense increased by $16.2 million, mainly due to the following:

  • $11.7 million increase from same properties primarily due to higher recoverable common area maintenance, management and utility expenses;
  • $4.1 million increase in acquisitions of operating properties and development properties; and
  • $1.4 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by
  • $1.0 million decrease due to disposition of operating properties.

Real estate taxes increased by $7.9 million, mainly due to the following:

  • $5.4 million increase from same properties primarily due to increases in real estate tax assessments across the portfolio;
  • $2.4 million increase from the acquisitions of other operating properties and development properties; and
  • $1.0 million increase related to our acquisitions of the remaining ownership interests in and resulting consolidation of properties previously held in unconsolidated real estate partnerships; partially offset by
  • $1.0 million decrease from dispositions of operating properties.

General and administrative costs decreased by $2.1 million, mainly due to the following:

  • $8.5 million decrease due to higher overhead capitalization resulting from increased development, redevelopment and leasing activity; and
  • $2.0 million decrease due to changes in the fair value of participant obligations within the deferred compensation plan, which were attributable to changes in the fair values of those investments recognized in Net investment income; partially offset by
  • $5.4 million increase in compensation costs primarily driven by performance-based incentive compensation; and
  • $3.0 million increase primarily attributable to higher costs in business promotion, charitable contributions, professional fees and other general and administrative expenses.

Other operating expenses decreased by $2.0 million, mainly due to the $7.7 million of transition costs recognized in 2024 related to the UBP acquisition, partially offset by $5.7 million increase in environmental reserve costs, development pursuit costs, and other fees.

Changes in Other expense, net are summarized in the following table:

(in thousands) 2025 2024 Change
Interest expense, net
Interest on notes payable $ 208,402 187,084 21,318
Interest on unsecured credit facilities 8,343 8,566 (223 )
Capitalized interest (10,289 ) (6,627 ) (3,662 )
Hedge expense 784 728 56
Interest income (7,692 ) (9,632 ) 1,940
Interest expense, net 199,548 180,119 19,429
Provision for impairment of real estate 4,606 14,304 (9,698 )
Gain on sale of real estate, net of tax (24,464 ) (34,162 ) 9,698
Loss (gain) on early extinguishment of debt 180 (180 )
Net investment income (4,077 ) (6,181 ) 2,104
Total other expense, net $ 175,613 154,260 21,353

Interest expense, net increased by $19.4 million primarily due to the following:

  • $21.3 million increase in Interest on notes payable primarily due to new net public debt issuances in 2025 at higher rates as compared to 2024; and
  • $1.9 million decrease in Interest income primarily due to lower interest rates in 2025 as compared to 2024 as well as lower average balances in interest bearing accounts and shorter durations of short term investment vehicles; partially offset by
  • $3.7 million increase in Capitalized interest based on the timing and progress of our development and redevelopment projects.

In 2025, Provision for impairment of real estate of $4.6 million was recognized related to sales of five operating properties. In 2024 Provision for impairment of real estate of $14.3 million was recognized related to a sale of an operating property and the change in expected hold period of another operating property, which was subsequently sold in 2025.

During 2025, we recognized Gain on sale of real estate, net of tax of $24.5 million primarily from sales of two operating properties and two outparcels. During 2024, we recognized Gain on sale of real estate, net of tax of $34.2 million primarily from sales of five operating properties and recognition of two sales-type leases.

There were no significant changes in Loss (gain) on early extinguishments of debt.

Net investment income decreased by $2.1 million primarily driven by market volatility during the current period, including a $2.0 million decrease in returns on investments held in the non-qualified deferred compensation plan.

Equity in income of investments in real estate partnerships increased by $83.2 million due to:

  • $76.0 million increase related to a gain recognized from a partial distribution-in-kind transaction and partial sales of real estate; and
  • $7.2 million increase driven from increased occupancy and positive rental spreads on new and renewal leases.

The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:

(in thousands) 2025 2024 Change
Net income $ 540,951 409,840 131,111
Income attributable to noncontrolling interests (13,491 ) (9,452 ) (4,039 )
Net income attributable to the Company 527,460 400,388 127,072
Preferred stock dividends (13,650 ) (13,650 )
Net income attributable to common shareholders $ 513,810 386,738 127,072
Net income attributable to exchangeable operating partnership units ("EOP") 7,069 2,338 4,731
Net income attributable to common unit holders $ 520,879 389,076 131,803

Income attributable to noncontrolling interests increased by $4.0 million, primarily due to a $4.7 million increase associated with the issuance of 2.8 million exchangeable operating partnership units to unrelated third-party sellers in connection with the acquisition of five properties in July 2025, partially offset by a $0.7 million decrease in net income from other consolidated real estate partnerships.

There was no change in Preferred stock dividends.

Net income attributable to exchangeable operating partnership units increased by $4.7 million, mainly due to the issuance of 2.8 million exchangeable operating partnership units to unrelated third-party sellers in consideration for the acquisition of five properties in July 2025.

Supplemental Earnings Information on Non-GAAP Financial Measures

We use certain non-GAAP financial measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the operating results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP financial measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP financial measures could change. See "Non-GAAP Financial Measures" in "Item 1. Business" for additional information regarding the definition of and other information regarding the non-GAAP financial measures we present in this Report.

We do not consider non-GAAP financial measures as an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.

Pro-rata Same Property NOI (Non-GAAP Financial Measures):

Year ended December 31,
(in thousands) 2025 2024 Change
Base rent $ 1,130,009 1,085,391 44,618
Recoveries from tenants 404,326 378,076 26,250
Percentage rent 15,468 15,210 258
Termination fees 6,983 6,502 481
Uncollectible lease income (2,644 ) (3,695 ) 1,051
Other lease income 20,131 19,412 719
Other property income 11,932 11,655 277
Total real estate revenue 1,586,205 1,512,551 73,654
Operating and maintenance 265,592 252,950 12,642
Termination expense 35 30 5
Real estate taxes 205,725 199,700 6,025
Ground rent 15,045 15,181 (136 )
Total real estate operating expenses 486,397 467,861 18,536
Pro-rata same property NOI $ 1,099,808 1,044,690 55,118
Less: Termination fees 6,948 6,472 476
Pro-rata same property NOI, excluding termination fees $ 1,092,860 1,038,218 54,642
Pro-rata same property NOI growth, excluding termination fees 5.3 %

Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components:

Total real estate revenue increased by $73.7 million, on a net basis, as follows:

  • Base rent increased by $44.6 million due to contractual rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.
  • Recoveries from tenants increased by $26.3 million due to higher recoverable expenses and increased occupancy.
  • Uncollectible lease income decreased by $1.1 million primarily driven by higher collection rates in the current period resulting in reduced levels of uncollectible lease income.

Total real estate operating expenses increased by $18.5 million, on a net basis, as follows:

  • Operating and maintenance increased by $12.6 million primarily due to increases in common area maintenance, management fees, utility costs and other tenant-recoverable costs.
  • Real estate taxes increased by $6.0 million primary due to an increase in real estate assessments across the portfolio.

Reconciliation of Pro-rata Same Property NOI to Net Income Attributable to Common Shareholders:

Year ended December 31,
(in thousands) 2025 2024
Net income attributable to common shareholders $ 513,810 386,738
Less:
Management, transaction, and other fees 28,358 27,874
Other (1) 53,842 49,944
Plus:
Depreciation and amortization 405,044 394,714
General and administrative 99,407 101,465
Other operating expense 8,849 10,867
Other expense, net 175,613 154,260
Equity in income of investments in real estate excluded from NOI (2) (24,223 ) 54,040
Net income attributable to noncontrolling interests 13,491 9,452
Preferred stock dividends 13,650 13,650
NOI 1,123,441 1,047,368
Less non-same property NOI (3) (23,633 ) (2,678 )
Pro-rata same property NOI $ 1,099,808 1,044,690
Less: Termination fees (6,948 ) (6,472 )
Pro-rata same property NOI excluding termination fees. $ 1,092,860 1,038,218
  • Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests.
  • Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
  • Includes revenues and expenses attributable to Non-Same Property, Projects in Development, corporate activities, and noncontrolling interests.

Same Property Roll-forward:

Our same property pool includes the following property count, Pro-rata GLA, and changes therein:

2025 2024
(GLA in thousands) Property<br>Count GLA Property<br>Count GLA
Beginning same property count 397 42,510 394 42,135
Acquired properties owned for entirety of comparable periods 3 220 4 441
Acquisition of UBP 70 4,858
Developments that reached completion by beginning of earliest comparable period presented 3 278
Disposed properties (11 ) (504 ) (4 ) (415 )
SF adjustments (1) 165 71
Change in intended property use 270
Ending same property count 459 47,519 397 42,510
  • SF adjustments arising from re-measurements or redevelopments.

Nareit FFO, Core Operating Earnings and AFFO:

Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:

Year ended December 31,
(in thousands, except share information) 2025 2024
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Net income attributable to common shareholders $ 513,810 386,738
Adjustments to reconcile to Nareit FFO:(1)
Depreciation and amortization (excluding FF&E) 430,684 422,581
Provision for impairment of real estate 4,606 14,304
Gain on sale of real estate, net of tax (100,444 ) (35,069 )
EOP units 7,069 2,338
Nareit FFO attributable to common stock and unit holders $ 855,725 790,892
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit FFO $ 855,725 790,892
Adjustments to reconcile to Core Operating Earnings:(1)
Not Comparable Items
Merger transition costs 7,718
Loss on early extinguishment of debt 180
Certain Non-Cash Items
Straight-line rent (27,319 ) (22,980 )
Uncollectible straight-line rent 1,299 2,446
Above/below market rent amortization, net (23,087 ) (23,431 )
Debt and derivative mark-to-market amortization 6,631 5,837
Core Operating Earnings $ 813,249 760,662
Reconciliation of Core Operating Earnings to AFFO:
Core Operating Earnings $ 813,249 760,662
Adjustments to reconcile to AFFO:(1)
Operating capital expenditures (137,335 ) (138,229 )
Debt cost and derivative adjustments 9,074 8,391
Stock-based compensation 21,648 18,549
AFFO $ 706,636 649,373
  • Includes Regency's share of unconsolidated investment partnerships, net of amounts attributable to noncontrolling interests.

Liquidity and Capital Resources

General

We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash flows from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.

Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real estate partnerships. The Operating Partnership is a guarantor of the $200 million of outstanding debt of our Parent Company, which we expect to pay off at maturity in 2026 using available liquidity. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.

We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flows from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.

On May 13, 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0%. The net proceeds were used (i) to reduce the outstanding balance on the Line, (ii) for the repayment of $250 million of 3.90% unsecured public debt due November 1, 2025, upon its maturity and (iii) for general corporate purposes, which may include the future repayment of other outstanding debt.

As of December 31, 2025, we had $441.8 million of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. We actively monitor the capital markets and maintain flexibility to access them opportunistically, while proactively managing our debt maturity profile to support a strong balance sheet. We currently expect to address these maturing obligations through a combination of cash flows from operations, refinancing, available liquidity under our Line, and proceeds from potential property sales. Of this amount, $88 million was repaid upon maturity on February 2, 2026.

Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances.

In addition to our $104.7 million of unrestricted cash, we have the following additional sources of capital available:

(in thousands) December 31, 2025
ATM program (see note 11 to our Consolidated Financial Statements)
Original offering amount $ 500,000
Available capacity $ 400,000
Line of Credit (see note 8 to our Consolidated Financial Statements)
Total commitment amount $ 1,500,000
Available capacity (1) $ 1,367,940
Maturity (2) March 23, 2028
  • Net of letters of credit issued against our Line.
  • The Company has the option to extend the maturity for two additional six-month periods.

The declaration of dividends is determined quarterly by, and in the discretion of, our Board of Directors.

Subsequent to December 31, 2025, our Board of Directors declared the following dividends:

Dividend Declared, per share Declaration Date Record Date Payable Date
Common Stock $ 0.755000 February 4, 2026 March 11, 2026 April 1, 2026
Series A Preferred Stock $ 0.390625 February 4, 2026 April 15, 2026 April 30, 2026
Series B Preferred Stock $ 0.367200 February 4, 2026 April 15, 2026 April 30, 2026

While future dividends on shares of our common stock will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.

We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the years ended December 31, 2025 and 2024, we generated cash flows from operating activities of $827.7 million and $790.2 million, respectively, and paid $530.2 million and $507.0 million in dividends to our common and preferred stock and unit holders, in the same respective periods.

We currently have development and redevelopment projects in various stages of planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding the January 2026 dividends for our common and preferred stock and Operating Partnership units, we estimate that we will require capital during the next 12 months of approximately $910 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements may be impacted by increased costs of construction caused by, without limitation, tariffs and inflation affecting materials, labor, and services from third party contractors and suppliers. We continue to implement mitigation strategies including, but not limited to, entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor and material shortages may extend the time to completion of these projects.

If we start new developments or redevelopments, commit to property acquisitions, repay debt with cash, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.

We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2025, 87.3% of our consolidated real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line.

Our Line and unsecured debt require that we remain in compliance with various customary financial covenants, which are described in Note 8 of the Consolidated Financial Statements. We were in compliance with these covenants at December 31, 2025, and expect to remain in compliance.

Summary of Cash Flow Activity

The following table summarizes net cash flows related to operating, investing, and financing activities of the Company:

(in thousands) 2025 2024 Change
Net cash provided by operating activities $ 827,692 790,198 37,494
Net cash used in investing activities (421,140 ) (326,644 ) (94,496 )
Net cash used in financing activities (347,775 ) (493,024 ) 145,249
Net change in cash, cash equivalents and restricted cash 58,777 (29,470 ) 88,247
Total cash, cash equivalents, and restricted cash $ 120,661 61,884 58,777

Net cash provided by operating activities:

Net cash provided by operating activities increased by $37.5 million due to:

  • $42.2 million increase in cash from operations due to the timing of receipts and payments, partially offset by
  • $4.7 million decrease in operating cash flow distributions from Investments in real estate partnerships.

Net cash used in investing activities:

Net cash used in investing activities increased by $94.5 million as follows:

(in thousands) 2025 2024 Change
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of $4,273 in 2025 $ (104,153 ) (45,405 ) (58,748 )
Real estate development and capital improvements (435,112 ) (343,368 ) (91,744 )
Proceeds from sale of real estate 124,992 108,615 16,377
Proceeds from property insurance casualty claims 5,286 (5,286 )
Issuance of notes receivable (838 ) (32,651 ) 31,813
Collection of notes receivable 687 3,115 (2,428 )
Investments in real estate partnerships (44,323 ) (41,345 ) (2,978 )
Return of capital from investments in real estate partnerships 32,549 13,034 19,515
Dividends on investment securities 1,389 453 936
Purchase of investment securities (103,312 ) (101,044 ) (2,268 )
Proceeds from sale of investment securities 106,981 106,666 315
Net cash used in investing activities $ (421,140 ) (326,644 ) (94,496 )

Significant changes in investing activities include:

  • We paid $104.2 million in 2025 to purchase nine operating properties. In 2024, we paid $45.4 million to purchase one operating property.

  • During 2025, we invested $91.7 million more on real estate development and capital improvements than the comparable prior year period, as further detailed in a table below.

  • We sold seven operating properties and three land parcels in 2025 for proceeds of $125.0 million compared to six operating properties in 2024 for proceeds of $108.6 million.

  • We received property insurance claim proceeds of $5.3 million in 2024 primarily attributable to a single property that was impacted by a weather event in 2019.

  • During 2024, in connection with a secured lending transaction entered into by the Company, we issued a note receivable in the amount of $29.8 million at an interest rate of 6.8% maturing in January 2027, secured by a grocery-anchored shopping center. In addition, we issued $2.9 million of short-term notes receivable to real estate partners in 2024.

  • We collected $0.7 million in short-term note receivables from real estate partners in 2025, compared to $3.1 million in 2024.

  • Investments in real estate partnerships:

  • In 2025, we invested $44.3 million, including $32.6 million to fund our share of debt repayments, $3.2 million to fund our share of an acquisition of an operating property, and $8.6 million to fund our share of development and redevelopment activities.

  • In 2024, we invested $41.3 million, to fund our share of acquiring one operating property within an existing real estate partnership, and for our share of development and redevelopment activities, including investing in two new ground-up development projects.

  • Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds:

  • During 2025, we received $32.5 million, from our share of proceeds from outparcel sales and debt financing activities.

  • During 2024, we received $13.0 million, from our share of proceeds from debt financing activities and for the partial sale of an ownership interest in a real estate partnership.

  • Purchase of investment securities and proceeds from sale of investment securities pertain to investment activities held in our captive insurance company and our deferred compensation plan, as well as:

  • During 2025, we invested approximately $90 million in commercial time deposits with proceeds received from the 2025 Notes. These commercial deposits were subsequently settled at maturity during the third and fourth quarters of 2025.

  • During 2024, we invested approximately $90 million in commercial deposits with proceeds received from the sale of the January 2024 public offering of senior unsecured notes. These commercial deposits were subsequently settled at maturity during the second quarter of 2024.

We plan to continue developing and redeveloping shopping centers for long-term investment. During 2025, we deployed capital of $435.1 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:

(in thousands) 2025 2024 Change
Capital expenditures:
Land acquisitions - Development $ 19,136 16,885 2,251
Land acquisitions - Redevelopment 3,607 3,607
Building and tenant improvements 120,686 113,550 7,136
Redevelopment costs 122,565 129,553 (6,988 )
Development costs 134,838 61,902 72,936
Capitalized interest 10,122 6,487 3,635
Capitalized direct compensation 24,158 14,991 9,167
Real estate development and capital improvements $ 435,112 343,368 91,744
  • We acquired four land parcels for development and one for redevelopment in 2025, compared to three land parcels for development and two income-producing outparcels in 2024.
  • Building and tenant improvements increased $7.1 million in 2025, primarily related to the timing and volume of capital projects.
  • Redevelopment costs are $7.0 million lower than the prior year. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansions, facade renovations, new out-parcel building construction, and redevelopments related to tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.
  • Development costs are higher in 2025 due to the progress towards completion of our development projects in process. See the tables below for more details about our development projects.
  • Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs incurred. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor tenant opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.
  • We have a dedicated staff of employees who directly support our development program, which includes redevelopment of our existing properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.

The following table summarizes our development projects in-process and completed:

(in thousands, except cost PSF) December 31, 2025
Property Name Market Ownership (1) Start Date Estimated Stabilization Year (2) Estimated / Actual Net<br>Development<br>Costs (1) (3) % of<br>Costs<br>Incurred GLA (1) Cost PSF<br>of GLA (1) (3)
Developments In-Process
Sienna Grande Shops Houston, TX 75% Q2-2023 2027 $ 9,391 92 % 23 408
The Shops at SunVet Long Island, NY 100% Q2-2023 2027 95,233 89 % 170 560
Oakley Shops at Laurel Fields Bay Area, CA 100% Q3-2024 2026 35,814 88 % 78 459
The Village at Seven Pines Jacksonville, FL 100% Q3-2025 2028 112,302 16 % 239 470
Ellis Village Center (South) Bay Area, CA 100% Q3-2025 2028 29,660 16 % 49 605
Culver Commons Los Angeles, CA 100% Q4-2025 2028 15,852 6 % 13 1,219
Lone Tree Village Denver, CO 100% Q4-2025 2028 30,658 17 % 158 194
Oak Valley Village Los Angeles, CA 75% Q4-2025 2028 43,534 3 % 173 252
Total Developments In-Process $ 372,444 41 % 903 $ 412
Developments Completed
Baybrook East - Phase 1B (4) Houston, TX 50% Q2-2022 2026 $ 9,500 98 % 83 114
The Shops at Stone Bridge Cheshire, CT 100% Q1-2024 2026 67,260 90 % 162 415
Jordan Ranch Market Houston, TX 50% Q3-2024 2026 24,189 92 % 78 310
Total Developments Completed $ 100,949 91 % 323 $ 313
  • Estimated net development costs and GLA are reported based on the Company’s ownership interest in the real estate partnership at completion.
  • Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
  • Includes leasing costs and is net of tenant reimbursements.
  • The values are reflected at the Company's pro-rata share of 50.0%, as the project was completed prior to the Company's purchase of its partner's 50.0% ownership interest.

The following table summarizes our redevelopment projects in process and completed:

(in thousands) December 31, 2025
Property Name Market Ownership (1) Start Date Estimated Stabilization Year (2) Estimated Net Project Costs (1) (3) % of Costs Incurred
Redevelopments In-Process
Bloom on Third Los Angeles, CA 35% Q4-2022 2027 $ 24,525 73 %
Serramonte Center - Phase 3 San Francisco, CA 100% Q2-2023 2026 36,989 48 %
West Chester Plaza Cincinnati, OH 100% Q4-2024 2028 15,442 34 %
Willows Shopping Center Bay Area, CA 100% Q4-2024 2027 16,807 40 %
The Crossing Clarendon Metro DC 100% Q2-2025 2027 13,679 35 %
East Meadow Plaza - Phase 1 Long Island, NY 100% Q3-2024 2026 11,736 68 %
East Meadow Plaza - Phase 2A Long Island, NY 100% Q3-2025 2027 15,969 37 %
Various Redevelopments Various Various Various Various 89,834 44 %
Total Redevelopments In-Process $ 224,981 47 %
Redevelopments Completed
Circle Marina Shops & Marketplace Los Angeles, CA 100% Q3-2023 2025 $ 15,486 99 %
Avenida Biscayne Miami, FL 100% Q4-2023 2025 21,780 93 %
Anastasia Plaza Jacksonville, FL 100% Q3-2024 2025 15,217 90 %
Cambridge Square Atlanta, GA 100% Q4-2023 2025 13,027 93 %
Various Properties Various Various Various Various 47,096 95 %
Total Redevelopments Completed $ 112,606 94 %
  • Estimated net development costs are reported based on the Company's ownership interest in the real estate partnership at completion.
  • Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
  • Includes leasing costs and is net of tenant reimbursements.

Net cash used in financing activities:

Net cash flows used in financing activities decreased by $145.2 million during 2025, as follows:

(in thousands) 2025 2024 Change
Cash flows from financing activities:
Net proceeds from common stock issuance $ 98,167 98,167
Tax withholding on stock-based compensation (6,794 ) (19,540 ) 12,746
Common shares repurchased through share repurchase program (200,066 ) 200,066
Redemption of exchangeable operating partnership units (2,046 ) (2,046 )
Proceeds from sale of treasury stock 502 210 292
Contributions from noncontrolling interests 16,594 6,789 9,805
Distributions to and redemptions of noncontrolling interests (40,994 ) (12,185 ) (28,809 )
Distributions to exchangeable operating partnership unit holders (5,007 ) (2,952 ) (2,055 )
Dividends paid to common shareholders (511,564 ) (490,365 ) (21,199 )
Dividends paid to preferred shareholders (13,650 ) (13,650 )
Repayment of fixed rate unsecured notes (250,000 ) (250,000 )
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 397,116 722,860 (325,744 )
Proceeds from unsecured credit facilities 650,000 722,419 (72,419 )
Repayment of unsecured credit facilities (595,000 ) (809,419 ) 214,419
Proceeds from notes payable 10,000 12,000 (2,000 )
Repayment of notes payable (80,130 ) (131,261 ) 51,131
Scheduled principal payments (11,144 ) (11,209 ) 65
Payment of financing costs (3,825 ) (16,655 ) 12,830
Net cash used in financing activities $ (347,775 ) (493,024 ) 145,249

Significant changes in financing activities include the following:

  • During 2025, we received $98.2 million in Net proceeds from common stock issuance upon settling forward sales agreements under our ATM program.

  • Tax withholding on stock-based compensation totaled $6.8 million and $19.5 million during the years ended December 31, 2025 and 2024, respectively.

  • During 2024, we paid $200.1 million to repurchase 3,306,709 shares of our common stock under our prior stock repurchase program.

  • During 2025, we paid $2.0 million for the Redemption of exchangeable operating partnership units.

  • During 2025, we received $16.6 million in Contributions from noncontrolling interests for the limited partners' share of development funding compared to $6.8 million in 2024.

  • During 2025, we distributed $41.0 million to limited partners, including redemption of non-controlling interest in two real estate partnerships. During 2024, we distributed $12.2 million to limited partners, including proceeds to partially redeem a non-controlling interest in one real estate partnership.

  • We paid $23.3 million more in Dividends paid to common shareholders and Distributions to exchangeable operating partnership unit holders in 2025 as a result of a higher dividend rate and an increase in the total number of shares and units outstanding.

  • We had the following debt related activity during 2025:

  • We repaid $250.0 million in unsecured public debt,

  • We received $397.1 million in proceeds from issuing unsecured public debt,

  • We received $55.0 million in net proceeds from our Line,

  • We received $10.0 million in proceeds from a mortgage refinancing,

  • We paid $91.3 million for debt repayments, including:

  • $80.1 million for repaying seven mortgage loans at maturity, and

  • $11.1 million in principal mortgage payments.

  • We paid $3.8 million in loan costs relating to the unsecured public debt offering.

  • We had the following debt related activity during 2024:

  • We repaid $250.0 million in unsecured public debt,

  • We received $722.9 million from issuing unsecured public debt

  • We repaid a net $87.0 million on our Line,

  • We received $12.0 million from a mortgage refinancing,

  • We paid $142.5 million for debt repayments, including:

  • $131.3 million for repaying three mortgage loans at maturity, and

  • $11.2 million in principal mortgage payments.

  • We paid $16.7 million in loan costs relating to the recast of the Line as well as the unsecured public debt offering.

Contractual Obligations and Other Commitments

We have material cash obligations at December 31, 2025, which are discussed in our notes to Consolidated Financial Statements and include:

  • Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 8, and related interest rate swaps as discussed in note 9;
  • We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases pertaining to office space from which we conduct our business. These lease obligations are discussed in note 7;
  • Our share of mortgage loans within our Investments in real estate partnerships, as discussed in note 4;
  • Letters of credit of $12.9 million issued to cover our captive insurance program and performance obligations on certain development projects, the latter of which will be satisfied upon completion of the development projects;
  • Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in note 13; and
  • We will also incur obligations related to construction or development contracts on projects in process, as further described in the Liquidity and Capital Resources section; however, future amounts under these construction contracts are not due until future satisfactory performance under the contracts.

Critical Accounting Estimates

Knowledge about our significant accounting policies is necessary for a complete understanding of our Consolidated Financial Statements. The preparation of our Consolidated Financial Statements requires that we make certain estimates, judgments, and assumptions that impact the balance of assets and liabilities as of the financial statement date and the reported amount of income and expenses during the financial reporting period. These accounting estimates, judgments and assumptions are based upon, but not limited to historical experience, current trends, expected future results, current market conditions, and interpretation of industry accounting standards. While the following is not intended to be a comprehensive list of our accounting estimates, the estimates discussed below are believed to be critical because of their significance to the Consolidated Financial Statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates.

Impairment of Real Estate Investments

In accordance with GAAP, we evaluate our real estate for impairment whenever there are events or changes in circumstances, including property operating performance, general market conditions or changes in expected hold periods, that indicate that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such events or changes occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, comparable sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over the estimated fair value.

The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance.

Recent Accounting Pronouncements

See note 1 to Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to two significant components of interest rate risk:

  • Under the Line, as further described in note 8 to the Consolidated Financial Statements, we have a variable interest rate that, as of December 31, 2025, was based upon an annual rate of Secured Overnight Financing Rate ("SOFR") plus a 0.10% market adjustment ("Adjusted SOFR") plus an applicable margin of 0.685%. SOFR rates charged on our Line change daily, and the applicable margin on the Line is dependent upon maintaining specific credit ratings or leverage targets, as well as meeting specific sustainability target thresholds. If our credit ratings were downgraded or if we fail to meet the leverage targets or sustainability target thresholds, the applicable margin on the Line would increase, resulting in higher interest costs. As of December 31, 2025 the Adjusted SOFR plus the applicable margin of 0.685% was 4.445%.
  • We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may also enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection.

We continuously monitor capital market conditions and assess our ability to favorably refinance maturing debt and to fund our commitments. Based on our current credit ratings, the available capacity under our unsecured credit facility, and the number of unencumbered high quality properties we own that could serve as collateral, we believe we will be able to issue new secured or unsecured debt to finance maturing debt obligations; however, the extent to which capital market volatility and changes in interest rates may adversely affect the cost or availability of such financing remains uncertain.

The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2025. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, 2025, and are subject to change. In addition, we continually assess the market risk for floating rate debt and believe that an increase of 100 basis points in interest rates would decrease future earnings and cash flows by approximately $1.2 million per year based on $120.0 million floating rate line of credit balance outstanding at December 31, 2025.

Further, the table below incorporates only those exposures that exist as of December 31, 2025, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm but unused commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.

The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of December 31, 2025:

(dollars in thousands) 2026 2027 2028 2029 2030 Thereafter Total Fair Value
Fixed rate debt (1) $ 360,684 757,610 360,305 527,739 607,608 2,064,885 4,678,831 4,554,628
Average interest rate for all fixed rate debt (2) 4.21 % 4.33 % 4.32 % 4.54 % 4.79 % 4.81 %
Variable rate SOFR debt (1) $ 120,000 120,000 120,000
Average interest rate for all variable rate debt (2) 4.45 % 4.45 % 4.45 % % % %
  • Reflects amount of debt maturities during each of the years presented as of December 31, 2025.
  • Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of December 31, 2025, was used to determine the average interest rate for all future periods.

Item 8. Financial Statements and Supplementary Data

Regency Centers Corporation and Regency Centers, L.P.

Index to Financial Statements

Reports of Independent Registered Public Accounting Firm (PCAOB ID No. 185) 59
Regency Centers Corporation:
Consolidated Balance Sheets as of December 31, 2025 and 2024 65
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 66
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 67
Consolidated Statements of Equity for the years ended December 31, 2025, 2024, and 2023 68
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 71
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2025 and 2024 73
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 74
Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 75
Consolidated Statements of Capital for the years ended December 31, 2025, 2024, and 2023 76
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023 78
Notes to Consolidated Financial Statements 80
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2025 0

All other schedules are omitted because of the absence of conditions under which they are required, materiality or because information required therein is shown in the Consolidated Financial Statements or notes thereto.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Regency Centers Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of expected hold periods for certain real estate assets

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $11.3 billion as of December 31, 2025. The Company evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.

We identified the Company’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Company that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Company’s assessment of events or changes in circumstances that

could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:

  • inquired of management and obtained written representations regarding potential property disposal plans, if any
  • read minutes of the meetings of the Company’s board of directors
  • inquired of the Company’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
  • compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
  • inspected listings from external sources of real estate properties for sale by the Company.

/s/ KPMG LLP

We have served as the Company's auditor since 1993.

Jacksonville, Florida

February 13, 2026

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Regency Centers Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 13, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Jacksonville, Florida

February 13, 2026

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Regency Centers Corporation

and the Partners of Regency Centers, L.P.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Regency Centers, L.P. and subsidiaries (the Partnership) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Partnership as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Partnership’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 13, 2026 expressed an unqualified opinion on the effectiveness of the Partnership’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of expected hold periods for certain real estate assets

As discussed in Note 1 to the consolidated financial statements and presented on the consolidated balance sheet, real estate assets, less accumulated depreciation was $11.3 billion as of December 31, 2025. The Partnership evaluates real estate properties (including any related amortizable intangible assets or liabilities) for impairment whenever there are events or changes in circumstances that indicate the carrying value of the real estate properties may not be recoverable.

We identified the Partnership’s assessment of events or changes in circumstances that could indicate a shortened expected hold period for certain real estate properties as a critical audit matter. Subjective auditor judgment was required to evaluate the events or changes in circumstances assessed by the Partnership that could indicate shortened expected hold periods for certain real estate properties. A shortening of the expected hold period could indicate a potential impairment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of a control related to the Partnership’s assessment of events or changes in circumstances that could indicate shortened expected hold periods for certain real estate properties. To evaluate relevant events or changes in circumstances indicating a potential shortening of the expected holding period, we:

  • inquired of management and obtained written representations regarding potential property disposal plans, if any
  • read minutes of the meetings of the general partner’s board of directors
  • inquired of the Partnership’s plans with those in the organization who are responsible for, and have authority over, potential disposition activities
  • compared management’s assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity
  • inspected listings from external sources of real estate properties for sale by the Partnership.

/s/ KPMG LLP

We have served as the Partnership's auditor since 1998.

Jacksonville, Florida

February 13, 2026

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Regency Centers Corporation

and the Partners of Regency Centers, L.P.:

Opinion on Internal Control Over Financial Reporting

We have audited Regency Centers, L.P. and subsidiaries' (the Partnership) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Partnership as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement schedule III - Consolidated Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 13, 2026 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Partnership’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Jacksonville, Florida

February 13, 2026

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

December 31, 2025 and 2024

(in thousands, except share data)

2024
Assets
Net real estate investments:
Real estate assets, at cost 14,561,924 13,698,419
Less: accumulated depreciation 3,267,728 2,960,399
Real estate assets, net 11,294,196 10,738,020
Investments in sales-type leases, net 16,727 16,291
Investments in real estate partnerships 349,856 399,044
Net real estate investments 11,660,779 11,153,355
Cash, cash equivalents, and restricted cash, including 16,004 and 5,601 of restricted cash at December 31, 2025 and 2024, respectively 120,661 61,884
Tenant and other receivables, net 273,862 255,495
Deferred leasing costs, less accumulated amortization of 138,391 and 131,080 at December 31, 2025 and 2024, respectively 97,253 79,911
Acquired lease intangible assets, less accumulated amortization of 421,433 and 395,209 at December 31, 2025 and 2024, respectively 254,201 229,983
Right of use assets, net 315,804 322,287
Other assets 278,723 289,046
Total assets 13,001,283 12,391,961
Liabilities and Equity
Liabilities:
Notes payable, net 4,619,301 4,343,700
Unsecured credit facility 120,000 65,000
Accounts payable and other liabilities 391,847 392,302
Acquired lease intangible liabilities, less accumulated amortization of 243,040 and 222,052 at December 31, 2025 and 2024, respectively 356,454 364,608
Lease liabilities 242,368 244,861
Tenants' security, escrow deposits and prepaid rent 89,707 81,183
Total liabilities 5,819,677 5,491,654
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 December 31, 2025 and 2024 225,000 225,000
Common stock 0.01 par value per share, 220,000,000 shares authorized; 182,902,234 and 181,361,454 shares issued and outstanding at December 31, 2025 and 2024, respectively 1,829 1,814
Treasury stock at cost, 494,307 and 479,251 shares held at December 31, 2025 and 2024, respectively (31,075 ) (28,045 )
Additional paid-in-capital 8,704,138 8,503,227
Accumulated other comprehensive (loss) income (4,220 ) 2,226
Distributions in excess of net income (1,988,782 ) (1,980,076 )
Total shareholders' equity 6,906,890 6,724,146
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of 264,950 and 81,076 at December 31, 2025 and 2024, respectively 144,940 40,744
Limited partners' interests in consolidated partnerships 129,776 135,417
Total noncontrolling interests 274,716 176,161
Total equity 7,181,606 6,900,307
Total liabilities and equity 13,001,283 12,391,961

All values are in US Dollars.

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

For the years ended December 31, 2025, 2024, and 2023

(in thousands, except per share data)

2025 2024 2023
Revenues:
Lease income $ 1,511,425 1,411,379 1,283,939
Other property income 13,741 14,651 11,573
Management, transaction, and other fees 28,358 27,874 26,954
Total revenues 1,553,524 1,453,904 1,322,466
Operating expenses:
Depreciation and amortization 405,044 394,714 352,282
Property operating expense 264,877 248,637 229,209
Real estate taxes 192,282 184,415 165,560
General and administrative 99,407 101,465 97,806
Other operating expenses 8,849 10,867 9,459
Total operating expenses 970,459 940,098 854,316
Other expense, net:
Interest expense, net 199,548 180,119 154,249
Provision for impairment of real estate 4,606 14,304
Gain on sale of real estate, net of tax (24,464 ) (34,162 ) (661 )
Loss (gain) on early extinguishment of debt 180 (99 )
Net investment income (4,077 ) (6,181 ) (5,665 )
Total other expense, net 175,613 154,260 147,824
Income before equity in income of investments in real estate partnerships 407,452 359,546 320,326
Equity in income of investments in real estate partnerships 133,499 50,294 50,541
Net income 540,951 409,840 370,867
Noncontrolling interests:
Exchangeable operating partnership units ("EOP") (7,069 ) (2,338 ) (2,008 )
Limited partners' interests in consolidated partnerships (6,422 ) (7,114 ) (4,302 )
Net income attributable to noncontrolling interests (13,491 ) (9,452 ) (6,310 )
Net income attributable to the Company 527,460 400,388 364,557
Preferred stock dividends (13,650 ) (13,650 ) (5,057 )
Net income attributable to common shareholders $ 513,810 386,738 359,500
Net income attributable to common shareholders:
Per common share - basic $ 2.82 2.12 2.04
Per common share - diluted $ 2.82 2.11 2.04

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025, 2024, and 2023

(in thousands)

2025 2024 2023
Net income $ 540,951 409,840 370,867
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments (2,659 ) 12,523 (2,448 )
Reclassification adjustment of derivative instruments included in net income (4,738 ) (8,895 ) (7,536 )
Unrealized gain (loss) on available-for-sale debt securities 436 (32 ) 337
Other comprehensive (loss) income (6,961 ) 3,596 (9,647 )
Comprehensive income 533,990 413,436 361,220
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests 13,491 9,452 6,310
Other comprehensive (loss) income attributable to noncontrolling interests (515 ) 62 (779 )
Comprehensive income attributable to noncontrolling interests 12,976 9,514 5,531
Comprehensive income attributable to the Company $ 521,014 403,922 355,689

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the years ended December 31, 2025, 2024, and 2023

(in thousands, except per share data)

Noncontrolling Interests
Common<br>Stock Treasury<br>Stock Additional<br>Paid In<br>Capital Accumulated<br>Other<br>Comprehensive<br>Loss Distributions<br>in Excess of<br>Net Income Total<br>Shareholders'<br>Equity Exchangeable<br>Operating<br>Partnership<br>Units Limited<br>Partners'<br>Interest in<br>Consolidated<br>Partnerships Total<br>Noncontrolling<br>Interests Total<br>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 364,557 364,557 2,008 4,302 6,310 370,867
Other comprehensive loss
Other comprehensive loss before reclassification (2,063 ) (2,063 ) (9 ) (39 ) (48 ) (2,111 )
Amounts reclassified from accumulated other comprehensive loss (6,805 ) (6,805 ) (39 ) (692 ) (731 ) (7,536 )
Adjustment for noncontrolling interests 13,518 13,518 (13,518 ) (13,518 )
Deferred compensation plan, net (1,027 ) 1,027
Amortization of equity awards 2 20,439 20,441 20,441
Tax withholding on stock-based compensation (7,074 ) (7,074 ) (7,074 )
Common stock repurchased and retired (3 ) (20,003 ) (20,006 ) (20,006 )
Repurchase of EOP units (9,163 ) (9,163 ) (9,163 )
Common stock issued under dividend reinvestment plan 622 622 622
Common stock issued for exchangeable units exchanged 198 198 (198 ) (198 )
Common stock issued, net of issuance costs 136 818,361 818,497 818,497
Issuance of EOP units 31,253 31,253 31,253
Issuance of preferred stock 225,000 225,000 225,000
Contributions from partners 74,730 74,730 74,730
Distributions to partners (7,813 ) (7,813 ) (7,813 )
Dividends declared:
Preferred stock stock/unit (Series A: 0.781250 per share/unit; Series B: 0.734400 per share/unit) (5,057 ) (5,057 ) (5,057 )
Common stock/unit (2.620 per share/unit) (466,126 ) (466,126 ) (2,628 ) (2,628 ) (468,754 )
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

All values are in US Dollars.

Noncontrolling Interests
Common<br>Stock Treasury<br>Stock Additional<br>Paid In<br>Capital Accumulated<br>Other<br>Comprehensive<br>Income (Loss) Distributions<br>in Excess of<br>Net Income Total<br>Shareholders'<br>Equity Exchangeable<br>Operating<br>Partnership<br>Units Limited<br>Partners'<br>Interest in<br>Consolidated<br>Partnerships Total<br>Noncontrolling<br>Interests Total<br>Equity
Balance at December 31, 2023 225,000 1,846 (25,488 ) 8,704,240 (1,308 ) (1,871,603 ) 7,032,687 42,195 117,053 159,248 7,191,935
Net income 400,388 400,388 2,338 7,114 9,452 409,840
Other comprehensive income
Other comprehensive income before reclassification 11,845 11,845 70 576 646 12,491
Amounts reclassified from accumulated other comprehensive income (8,311 ) (8,311 ) (50 ) (534 ) (584 ) (8,895 )
Adjustment for noncontrolling interests (10,833 ) (10,833 ) 2,119 8,714 10,833
Deferred compensation plan, net (2,557 ) 2,557
Amortization of equity awards 1 24,916 24,917 24,917
Tax withholding on stock-based compensation (19,012 ) (19,012 ) (19,012 )
Common stock repurchased and retired (33 ) (200,033 ) (200,066 ) (200,066 )
Common stock issued under dividend reinvestment plan 657 657 657
Common stock issued for exchangeable units exchanged 735 735 (735 ) (735 )
Contributions from partners 14,679 14,679 14,679
Distributions to partners (12,185 ) (12,185 ) (12,185 )
Dividends declared:
Preferred stock stock/unit (Series A: 1.562500 per share/unit; Series B: 1.468800 per share/unit) (13,650 ) (13,650 ) (13,650 )
Common stock/unit (2.715 per share/unit) (495,211 ) (495,211 ) (5,193 ) (5,193 ) (500,404 )
Balance at December 31, 2024 225,000 1,814 (28,045 ) 8,503,227 2,226 (1,980,076 ) 6,724,146 40,744 135,417 176,161 6,900,307

All values are in US Dollars.

Noncontrolling Interests
Common<br>Stock Treasury<br>Stock Additional<br>Paid In<br>Capital Accumulated<br>Other<br>Comprehensive<br>Income (Loss) Distributions<br>in Excess of<br>Net Income Total<br>Shareholders'<br>Equity Exchangeable<br>Operating<br>Partnership<br>Units Limited<br>Partners'<br>Interest in<br>Consolidated<br>Partnerships Total<br>Noncontrolling<br>Interests Total<br>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 527,460 527,460 7,069 6,422 13,491 540,951
Other comprehensive loss
Other comprehensive loss before reclassification (2,070 ) (2,070 ) (2 ) (151 ) (153 ) (2,223 )
Amounts reclassified from accumulated other comprehensive loss (4,376 ) (4,376 ) (42 ) (320 ) (362 ) (4,738 )
Adjustment for noncontrolling interests 83,514 83,514 (95,323 ) 11,809 (83,514 )
Deferred compensation plan, net (3,030 ) 3,030
Amortization of equity awards 2 22,085 22,087 22,087
Tax withholding on stock-based compensation (6,794 ) (6,794 ) (6,794 )
Repurchase of EOP units (2,046 ) (2,046 ) (2,046 )
Common stock issued under dividend reinvestment plan 722 722 722
Common stock issued for exchangeable units exchanged 200 200 (200 ) (200 )
Common stock issued, net of issuance costs 13 98,154 98,167 98,167
Contributions from partners 201,872 17,593 219,465 219,465
Distributions to partners (40,994 ) (40,994 ) (40,994 )
Dividends declared:
Preferred stock stock/unit (Series A: 1.562500 per share/unit; Series B: 1.468800 per share/unit) (13,650 ) (13,650 ) (13,650 )
Common stock/unit (2.870 per share/unit) (522,516 ) (522,516 ) (7,132 ) (7,132 ) (529,648 )
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

All values are in US Dollars.

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

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the years ended December 31, 2025, 2024, and 2023

(in thousands)

2024 2023
Cash flows from operating activities:
Net income 540,951 409,840 370,867
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 405,044 394,714 352,282
Amortization of deferred financing costs and debt premiums 15,011 13,096 8,252
Amortization of above and below market lease intangibles, net (22,290 ) (22,701 ) (29,130 )
Stock-based compensation, net of capitalization 19,459 23,504 20,075
Equity in income of investments in real estate partnerships (133,499 ) (50,294 ) (50,541 )
Gain on sale of real estate, net of tax (24,464 ) (34,162 ) (661 )
Provision for impairment of real estate, net of tax 4,606 14,304
Loss (gain) on early extinguishment of debt 180 (99 )
Distribution of earnings from investments in real estate partnerships 64,471 69,156 66,531
Deferred compensation expense 3,272 5,256 4,782
Realized and unrealized gain on investments (4,119 ) (5,930 ) (5,571 )
Changes in assets and liabilities:
Tenant and other receivables (18,519 ) (24,219 ) (13,904 )
Deferred leasing costs (18,961 ) (11,703 ) (11,156 )
Other assets (1,962 ) 1,818 3,028
Accounts payable and other liabilities (7,868 ) 4,253 5,152
Tenants' security, escrow deposits and prepaid rent 6,560 3,086 (316 )
Net cash provided by operating activities 827,692 790,198 719,591
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of 4,273 in 2025 (104,153 ) (45,405 ) (45,386 )
Acquisition of UBP, net of cash acquired of 14,143 (82,389 )
Real estate development and capital improvements (435,112 ) (343,368 ) (232,855 )
Proceeds from sale of real estate 124,992 108,615 11,167
Proceeds from property insurance casualty claims 5,286
Issuance of notes receivable (838 ) (32,651 ) (4,000 )
Collection of notes receivable 687 3,115 4,000
Investments in real estate partnerships (44,323 ) (41,345 ) (13,119 )
Return of capital from investments in real estate partnerships 32,549 13,034 11,308
Dividends on investment securities 1,389 453 1,283
Purchase of investment securities (103,312 ) (101,044 ) (7,990 )
Proceeds from sale of investment securities 106,981 106,666 16,003
Net cash used in investing activities (421,140 ) (326,644 ) (341,978 )

All values are in US Dollars.

2025 2024 2023
Cash flows from financing activities:
Net proceeds from common stock issuance $ 98,167 (33 )
Tax withholding on stock-based compensation (6,794 ) (19,540 ) (7,662 )
Common shares repurchased through share repurchase program (200,066 ) (20,006 )
Redemption of exchangeable operating partnership units (2,046 ) (9,163 )
Proceeds from sale of treasury stock 502 210 103
Contributions from noncontrolling interests 16,594 6,789 10,238
Distributions to and redemptions of noncontrolling interests (40,994 ) (12,185 ) (7,813 )
Distributions to exchangeable operating partnership unit holders (5,007 ) (2,952 ) (2,368 )
Dividends paid to common shareholders (511,564 ) (490,365 ) (453,065 )
Dividends paid to preferred shareholders (13,650 ) (13,650 ) (3,413 )
Repayment of fixed rate unsecured notes (250,000 ) (250,000 )
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 397,116 722,860
Proceeds from unsecured credit facilities 650,000 722,419 557,000
Repayment of unsecured credit facilities (595,000 ) (809,419 ) (405,000 )
Proceeds from notes payable 10,000 12,000 59,500
Repayment of notes payable (80,130 ) (131,261 ) (61,592 )
Scheduled principal payments (11,144 ) (11,209 ) (11,235 )
Payment of financing costs (3,825 ) (16,655 ) (526 )
Net cash used in financing activities (347,775 ) (493,024 ) (355,035 )
Net change in cash, cash equivalents and restricted cash 58,777 (29,470 ) 22,578
Cash, cash equivalents, and restricted cash at beginning of the year 61,884 91,354 68,776
Cash, cash equivalents, and restricted cash at end of the year $ 120,661 $ 61,884 91,354
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $10,289, $6,627, and $5,695 in 2025, 2024, and 2023, respectively) $ 179,216 161,356 147,176
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid $ 143,260 133,114 126,683
Right of use assets obtained in exchange for new operating lease liabilities $ 278 1,271 36,577
Sale of leased asset in exchange for net investment in sales-type lease $ 2,846 8,510
Acquisition of operating real estate:
Tenant and other receivable and other assets $ 1,389 231 37,799
Acquired lease intangible assets $ 55,081 5,359 136,652
Notes payable assumed in acquisition, at fair value $ 166,480 284,706
Intangible liabilities, accounts payable and other liabilities $ 23,198 6,580 119,750
Noncontrolling 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
Acquisition of previously unconsolidated real estate investments:
Acquired lease intangible assets $ 23,237
Notes payable assumed in acquisition, at fair value $ 38,485
Intangible liabilities, Accounts payable and other liabilities $ 9,918
Acquisition of real estate assets $ 127,820
Exchangeable operating partnership units issued for acquisition of real estate $ 199,662 31,253
Change in accrued capital expenditures $ 8,207 14,036 8,877
Contributions to investments in real estate partnerships $ 1,050 18,459 920
Contributions from limited partners in consolidated partnerships $ 3,209 7,890

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

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2025 and 2024

(in thousands, except unit data)

2024
Assets
Net real estate investments:
Real estate assets, at cost 14,561,924 13,698,419
Less: accumulated depreciation 3,267,728 2,960,399
Real estate assets, net 11,294,196 10,738,020
Investments in sales-type leases, net 16,727 16,291
Investments in real estate partnerships 349,856 399,044
Net real estate investments 11,660,779 11,153,355
Cash, cash equivalents, and restricted cash, including 16,004 and 5,601 of restricted cash at December 31, 2025 and 2024, respectively 120,661 61,884
Tenant and other receivables, net 273,862 255,495
Deferred leasing costs, less accumulated amortization of 138,391 and 131,080 at December 31, 2025 and 2024, respectively 97,253 79,911
Acquired lease intangible assets, less accumulated amortization of 421,433 and 395,209 at December 31, 2025 and 2024, respectively 254,201 229,983
Right of use assets, net 315,804 322,287
Other assets 278,723 289,046
Total assets 13,001,283 12,391,961
Liabilities and Capital
Liabilities:
Notes payable, net 4,619,301 4,343,700
Unsecured credit facility 120,000 65,000
Accounts payable and other liabilities 391,847 392,302
Acquired lease intangible liabilities, less accumulated amortization of 243,040 and 222,052 at December 31, 2025 and 2024, respectively 356,454 364,608
Lease liabilities 242,368 244,861
Tenants' security, escrow deposits and prepaid rent 89,707 81,183
Total liabilities 5,819,677 5,491,654
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 December 31, 2025 and 2024 225,000 225,000
General partner's common units, 182,902,234 and 181,361,454 units issued and outstanding at December 31, 2025 and 2024, respectively 6,686,110 6,496,920
Limited partners' common units, 3,838,188 and 1,096,659 units issued and outstanding at December 31, 2025 and 2024, respectively 144,940 40,744
Accumulated other comprehensive (loss) income (4,220 ) 2,226
Total partners' capital 7,051,830 6,764,890
Noncontrolling interest: Limited partners' interests in consolidated partnerships 129,776 135,417
Total capital 7,181,606 6,900,307
Total liabilities and capital 13,001,283 12,391,961

All values are in US Dollars.

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

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

For the years ended December 31, 2025, 2024, and 2023

(in thousands, except per unit data)

2025 2024 2023
Revenues:
Lease income $ 1,511,425 1,411,379 1,283,939
Other property income 13,741 14,651 11,573
Management, transaction, and other fees 28,358 27,874 26,954
Total revenues 1,553,524 1,453,904 1,322,466
Operating expenses:
Depreciation and amortization 405,044 394,714 352,282
Property operating expense 264,877 248,637 229,209
Real estate taxes 192,282 184,415 165,560
General and administrative 99,407 101,465 97,806
Other operating expenses 8,849 10,867 9,459
Total operating expenses 970,459 940,098 854,316
Other expense, net:
Interest expense, net 199,548 180,119 154,249
Provision for impairment of real estate 4,606 14,304
Gain on sale of real estate, net of tax (24,464 ) (34,162 ) (661 )
Loss (gain) on early extinguishment of debt 180 (99 )
Net investment income (4,077 ) (6,181 ) (5,665 )
Total other expense, net 175,613 154,260 147,824
Income before equity in income of investments in real estate partnerships 407,452 359,546 320,326
Equity in income of investments in real estate partnerships 133,499 50,294 50,541
Net income 540,951 409,840 370,867
Limited partners' interests in consolidated partnerships (6,422 ) (7,114 ) (4,302 )
Net income attributable to the Partnership 534,529 402,726 366,565
Preferred unit distributions (13,650 ) (13,650 ) (5,057 )
Net income attributable to common unit holders $ 520,879 389,076 361,508
Net income attributable to common unit holders:
Per common unit - basic $ 2.83 2.12 2.04
Per common unit - diluted $ 2.82 2.11 2.04

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

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2025, 2024, and 2023

(in thousands)

2025 2024 2023
Net income $ 540,951 409,840 370,867
Other comprehensive (loss) income:
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments (2,659 ) 12,523 (2,448 )
Reclassification adjustment of derivative instruments included in net income (4,738 ) (8,895 ) (7,536 )
Unrealized gain (loss) on available-for-sale debt securities 436 (32 ) 337
Other comprehensive (loss) income (6,961 ) 3,596 (9,647 )
Comprehensive income 533,990 413,436 361,220
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests 6,422 7,114 4,302
Other comprehensive (loss) income attributable to noncontrolling interests (471 ) 42 (731 )
Comprehensive income attributable to noncontrolling interests 5,951 7,156 3,571
Comprehensive income attributable to the Partnership $ 528,039 406,280 357,649

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

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the years ended December 31, 2025, 2024, and 2023

(in thousands)

General Partner<br>Preferred and<br>Common Units Limited<br>Partners Accumulated<br>Other<br>Comprehensive<br>Income (Loss) Total<br>Partners'<br>Capital Noncontrolling<br>Interests in<br>Limited Partners'<br>Interest in<br>Consolidated<br>Partnerships Total<br>Capital
Balance at December 31, 2022 $ 6,089,425 34,489 7,560 6,131,474 46,565 6,178,039
Net income 364,557 2,008 366,565 4,302 370,867
Other comprehensive loss
Other comprehensive loss before reclassification (9 ) (2,063 ) (2,072 ) (39 ) (2,111 )
Amounts reclassified from accumulated other comprehensive loss (39 ) (6,805 ) (6,844 ) (692 ) (7,536 )
Adjustment for noncontrolling interests in the Operating Partnership 13,518 (13,518 )
Contributions from partners 74,730 74,730
Issuance of EOP units 31,253 31,253 31,253
Distributions to partners (466,126 ) (2,628 ) (468,754 ) (7,813 ) (476,567 )
Preferred unit distributions (5,057 ) (5,057 ) (5,057 )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 20,441 20,441 20,441
Repurchase of EOP units (9,163 ) (9,163 ) (9,163 )
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 818,497 818,497 818,497
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances (6,452 ) (6,452 ) (6,452 )
EOP units exchanged for common stock of Parent Company 198 (198 )
Balance at December 31, 2023 $ 7,033,995 42,195 (1,308 ) 7,074,882 117,053 7,191,935
Net income 400,388 2,338 402,726 7,114 409,840
Other comprehensive income
Other comprehensive income before reclassification 70 11,845 11,915 576 12,491
Amounts reclassified from accumulated other comprehensive income (50 ) (8,311 ) (8,361 ) (534 ) (8,895 )
Adjustment for noncontrolling interests in the Operating Partnership (10,833 ) 2,119 (8,714 ) 8,714
Contributions from partners 14,679 14,679
Distributions to partners (495,211 ) (5,193 ) (500,404 ) (12,185 ) (512,589 )
Preferred unit distributions (13,650 ) (13,650 ) (13,650 )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 24,917 24,917 24,917
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 (18,355 ) (18,355 ) (18,355 )
EOP units exchanged for common stock of Parent Company 735 (735 )
Balance at December 31, 2024 $ 6,721,920 40,744 2,226 6,764,890 135,417 6,900,307
General Partner<br>Preferred and<br>Common Units Limited<br>Partners Accumulated<br>Other<br>Comprehensive<br>Income (Loss) Total<br>Partners'<br>Capital Noncontrolling<br>Interests in<br>Limited Partners'<br>Interest in<br>Consolidated<br>Partnerships Total<br>Capital
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balance at December 31, 2024 $ 6,721,920 40,744 2,226 6,764,890 135,417 6,900,307
Net income 527,460 7,069 534,529 6,422 540,951
Other comprehensive loss
Other comprehensive loss before reclassification (2 ) (2,070 ) (2,072 ) (151 ) (2,223 )
Amounts reclassified from accumulated other comprehensive loss (42 ) (4,376 ) (4,418 ) (320 ) (4,738 )
Adjustment for noncontrolling interests in the Operating Partnership 83,514 (95,323 ) (11,809 ) 11,809
Contributions from partners 201,872 201,872 17,593 219,465
Distributions to partners (522,516 ) (7,132 ) (529,648 ) (40,994 ) (570,642 )
Preferred unit distributions (13,650 ) (13,650 ) (13,650 )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 22,087 22,087 22,087
Repurchase of EOP units (2,046 ) (2,046 ) (2,046 )
Common units issued as a result of common stock issued by Parent Company, net of issuance costs 98,167 98,167 98,167
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances (6,072 ) (6,072 ) (6,072 )
EOP units exchanged for common stock of Parent Company 200 (200 )
Balance at December 31, 2025 $ 6,911,110 144,940 (4,220 ) 7,051,830 129,776 7,181,606

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

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the years ended December 31, 2025, 2024, and 2023

(in thousands)

2024 2023
Cash flows from operating activities:
Net income 540,951 409,840 370,867
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 405,044 394,714 352,282
Amortization of deferred financing costs and debt premiums 15,011 13,096 8,252
Amortization of above and below market lease intangibles, net (22,290 ) (22,701 ) (29,130 )
Stock-based compensation, net of capitalization 19,459 23,504 20,075
Equity in income of investments in real estate partnerships (133,499 ) (50,294 ) (50,541 )
Gain on sale of real estate, net of tax (24,464 ) (34,162 ) (661 )
Provision for impairment of real estate, net of tax 4,606 14,304
Loss (gain) on early extinguishment of debt 180 (99 )
Distribution of earnings from investments in real estate partnerships 64,471 69,156 66,531
Deferred compensation expense 3,272 5,256 4,782
Realized and unrealized gain on investments (4,119 ) (5,930 ) (5,571 )
Changes in assets and liabilities:
Tenant and other receivables (18,519 ) (24,219 ) (13,904 )
Deferred leasing costs (18,961 ) (11,703 ) (11,156 )
Other assets (1,962 ) 1,818 3,028
Accounts payable and other liabilities (7,868 ) 4,253 5,152
Tenants' security, escrow deposits and prepaid rent 6,560 3,086 (316 )
Net cash provided by operating activities 827,692 790,198 719,591
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of 4,273 in 2025 (104,153 ) (45,405 ) (45,386 )
Acquisition of UBP, net of cash acquired of 14,143 (82,389 )
Real estate development and capital improvements (435,112 ) (343,368 ) (232,855 )
Proceeds from sale of real estate 124,992 108,615 11,167
Proceeds from property insurance casualty claims 5,286
Issuance of notes receivable (838 ) (32,651 ) (4,000 )
Collection of notes receivable 687 3,115 4,000
Investments in real estate partnerships (44,323 ) (41,345 ) (13,119 )
Return of capital from investments in real estate partnerships 32,549 13,034 11,308
Dividends on investment securities 1,389 453 1,283
Purchase of investment securities (103,312 ) (101,044 ) (7,990 )
Proceeds from sale of investment securities 106,981 106,666 16,003
Net cash used in investing activities (421,140 ) (326,644 ) (341,978 )

All values are in US Dollars.

2025 2024 2023
Cash flows from financing activities:
Net proceeds from common stock issuance $ 98,167 (33 )
Tax withholding on stock-based compensation (6,794 ) (19,540 ) (7,662 )
Common units repurchased through share repurchase program (200,066 ) (20,006 )
Redemption of exchangeable operating partnership units (2,046 ) (9,163 )
Proceeds from sale of treasury stock 502 210 103
Contributions from noncontrolling interests 16,594 6,789 10,238
Distributions to and redemptions of noncontrolling interests (40,994 ) (12,185 ) (7,813 )
Distributions to partners (516,571 ) (493,317 ) (455,433 )
Dividends paid to preferred unit holders (13,650 ) (13,650 ) (3,413 )
Repayment of fixed rate unsecured notes (250,000 ) (250,000 )
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 397,116 722,860
Proceeds from unsecured credit facilities 650,000 722,419 557,000
Repayment of unsecured credit facilities (595,000 ) (809,419 ) (405,000 )
Proceeds from notes payable 10,000 12,000 59,500
Repayment of notes payable (80,130 ) (131,261 ) (61,592 )
Scheduled principal payments (11,144 ) (11,209 ) (11,235 )
Payment of financing costs (3,825 ) (16,655 ) (526 )
Net cash used in financing activities (347,775 ) (493,024 ) (355,035 )
Net change in cash, cash equivalents and restricted cash 58,777 (29,470 ) 22,578
Cash, cash equivalents, and restricted cash at beginning of the year 61,884 91,354 68,776
Cash, cash equivalents, and restricted cash at end of the year $ 120,661 61,884 91,354
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $10,289, $6,627, and $5,695 in 2025, 2024, and 2023, respectively) $ 179,216 161,356 147,176
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid $ 143,260 133,114 126,683
Right of use assets obtained in exchange for new operating lease liabilities $ 278 1,271 36,577
Sale of leased asset in exchange for net investment in sales-type lease $ 2,846 8,510
Acquisition of operating real estate:
Tenant and other receivable and other assets $ 1,389 231 37,799
Acquired lease intangible assets $ 55,081 5,359 136,652
Notes payable assumed in acquisition, at fair value $ 166,480 284,706
Intangible liabilities, accounts payable and other liabilities $ 23,198 6,580 119,750
Noncontrolling 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
Acquisition of previously unconsolidated real estate investments:
Acquired lease intangible assets $ 23,237
Notes payable assumed in acquisition, at fair value $ 38,485
Intangible liabilities, Accounts payable and other liabilities $ 9,918
Acquisition of real estate assets $ 127,820
Exchangeable operating partnership units issued for acquisition of real estate $ 199,662 31,253
Change in accrued capital expenditures $ 8,207 14,036 8,877
Contributions to investments in real estate partnerships $ 1,050 18,459 920
Contributions from limited partners in consolidated partnerships $ 3,209 7,890

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

  • Summary of Significant Accounting Policies

  • Organization and Principles of Consolidation

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 December 31, 2025, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 391 properties and held partial interests in an additional 90 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

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. Estimates, Risks and Uncertainties The preparation of the Consolidated Financial Statements in conformity with U.S. 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 war involving Russia and Ukraine, conflicts and instability in the Middle East and Venezuela, 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,

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties. Consolidation

The accompanying Consolidated Financial Statements include the accounts of the Parent Company, the Operating Partnership, its wholly-owned subsidiaries, and consolidated partnerships in which the Company has a controlling financial interest. Investments in real estate partnerships not controlled by the Company are accounted for under the equity method of accounting. All significant inter-company balances and transactions are eliminated in the Consolidated Financial Statements.

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. For joint ventures that are determined to be a VIE, the Company consolidates the entity where it is deemed to be the primary beneficiary. Determination of the primary beneficiary is based on whether an entity has (1) the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and (2) the obligation to absorb losses of the entity that could potentially be significant to the VIE or the right to receive benefits from the entity that could potentially be significant to the VIE.

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 December 31, 2025, the Parent Company owned approximately 97.9% or 182,902,234 of the 186,740,422 of the outstanding Common Units, with the remaining limited partner's Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.

Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or common stock (i.e., registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity, as it relates to EOP units outstanding and concluded that the Parent Company has the right to satisfy the redemption requirements of the units by delivering shares of unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities that most significantly impact the Operating Partnership’s economic performance. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

Real Estate Partnerships

As of December 31, 2025, the Company held partial ownership interests in 108 properties through various real estate partnerships, of which 18 are consolidated. 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 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

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.. As managing member, Regency maintains the books and records and typically provides leasing property and asset management services to the partnerships. The Partners' level of involvement in these partnerships varies from protective decisions (debt, bankruptcy, selling primary asset(s) of business) to participating involvement such as approving leases, operating budgets, and capital budgets.

Some of these entities have been determined to be 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. Those partnerships for which the Partners are involved in the day to day decisions and do not have any other aspects that would cause them to be considered VIEs, are evaluated for consolidation using the voting interest model.

Those partnerships in which Regency does not have a controlling financial interest are accounted for using the equity method of accounting and Regency's ownership interest is recognized through single-line presentation as Investments in real estate partnerships, in the Consolidated Balance Sheet, and Equity in income of investments in real estate partnerships, in the Consolidated Statements of Operations. Cash distributions of earnings from operations from Investments in real estate partnerships are presented in Cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows. Cash distributions from the sale of a property or loan proceeds received from the placement of debt on a property included in Investments in real estate partnerships are presented in Cash flows provided by investing activities in the accompanying Consolidated Statements of Cash Flows. If distributed proceeds from debt refinancing and real estate sales in excess of Regency's carrying value of its investment results in a negative investment balance for a partnership, it is recorded within Accounts payable and other liabilities in the Consolidated Balance Sheets.

The net difference in the carrying amount of investments in real estate partnerships and the underlying equity in net assets is accreted to earnings and recorded in Equity in income of investments in real estate partnerships in the accompanying Consolidated Statements of Operations over the expected useful lives of the properties and other intangible assets, which range from 10 to 40 years.

The majority of the operations of the VIEs are funded with cash flows generated by the properties, or in the case of developments, with capital contributions or third-party construction loans.

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) December 31, 2025 December 31, 2024
Assets
Real estate assets, net $ 332,759 312,873
Cash, cash equivalents and restricted cash 21,890 16,687
Tenant and other receivables, net 7,614 5,833
Deferred costs, net 6,715 3,178
Acquired lease intangible assets, net 4,328 6,293
Right of use assets, net 17,656 18,148
Other assets 775 597
Total Assets $ 391,737 363,609
Liabilities
Notes payable $ 23,771 32,653
Accounts payable and other liabilities 12,758 16,149
Acquired lease intangible liabilities, net 10,119 10,627
Tenants' security, escrow deposits and prepaid rent 960 1,260
Lease liabilities 19,559 19,370
Total Liabilities $ 67,167 80,059

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

Noncontrolling Interests

The Company accounts for noncontrolling interests in accordance with the Consolidation guidance and the Distinguishing Liabilities from Equity guidance issued by the FASB. Noncontrolling interests represent the portion of equity that the Company does not own in those entities it consolidates. Noncontrolling interests also include amounts related to partnership units issued by consolidated subsidiaries of the Company in connection with certain property acquisitions. These partnership units have a defined redemption amount and the unit holders generally have the right to redeem their units at any time after a certain period from issuance. For these partnership units, the Company has the option to settle redemption amounts in cash or common stock. The Company evaluates the terms of the partnership units issued in accordance with the FASB’s Distinguishing Liabilities from Equity guidance. The partnership units for which the Company has the option to settle redemption amounts in cash or common stock are included in the caption Noncontrolling interests within the equity section on the Company’s Consolidated Balance Sheets.

Noncontrolling Interests of the Parent Company

The Consolidated Financial Statements of the Parent Company include the following ownership interests held by owners other than the common shareholders of the Parent Company: (i) the EOP units and (ii) the minority-owned interest held by third parties in consolidated partnerships ("Limited partners' interests in consolidated partnerships"). The Parent Company has included all of these noncontrolling interests in permanent equity, separate from the Parent Company's shareholders' equity, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity. The portion of net income or comprehensive income attributable to these noncontrolling interests is included in net income and comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income of the Parent Company.

The Parent Company also evaluated its fiduciary duties to itself, its shareholders, and, as the managing general partner of the Operating Partnership, to the Operating Partnership, and concluded its fiduciary duties are not in conflict with each other or the underlying agreements. Therefore, the Parent Company classifies such units and interests as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity.

Noncontrolling Interests of the Operating Partnership

The Operating Partnership has determined that limited partners' interests in consolidated partnerships are noncontrolling interests. Subject to certain conditions and pursuant to the terms of the partnership agreements, the Company generally has the right, but not the obligation, to purchase the other members' interest or sell its own interest in these consolidated partnerships. The Operating Partnership has included these noncontrolling interests in permanent capital, separate from partners' capital, in the accompanying Consolidated Balance Sheets and Consolidated Statements of Capital. The portion of net income (loss) or comprehensive income (loss) attributable to these noncontrolling interests is included in Net income and Comprehensive income in the accompanying Consolidated Statements of Operations and Consolidated Statements Comprehensive Income of the Operating Partnership.

  • Revenues, and Tenant and other Receivables

Leasing Income and Tenant Receivables

The Company leases space to tenants under agreements with varying terms that generally provide for fixed payments of base rent, with stated increases over the term of the lease. Some of the lease agreements contain provisions that provide for additional rents based on tenants' sales volume ("percentage rent"), which are recognized when the tenants achieve the specified targets as defined in their lease agreements. Additionally, most lease agreements contain provisions for reimbursement of the tenants' share of actual real estate taxes and insurance and common area maintenance ("CAM") costs (collectively "Recoverable Costs") incurred.

Lease terms generally range from three to seven years for tenant spaces under 10,000 square feet ("Shop Space") and in excess of five years for spaces greater than 10,000 square feet ("Anchor Space"). Many leases also provide tenants the option to extend their lease beyond the initial term of the lease. If a tenant does not exercise its option or otherwise negotiate to renew, the lease expires and the lease contains an obligation for the tenant to relinquish its space, allowing it to be re-leased to a new tenant. This generally involves some level of cost to prepare the space for re-leasing, which is capitalized and depreciated over the shorter period of the life of the subsequent lease or the useful life of the improvement.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

The Company accounts for its leases under ASC Topic 842, Leases ("Topic 842"), as follows:

Classification

Under Topic 842, new leases or modifications thereto must be evaluated against specific classification criteria, which, based on the customary terms of the Company's leases, are classified as operating leases. However, certain longer-term leases (both lessee and lessor leases) may be classified as direct financing or sales type leases, which may result in selling profit and an accelerated pattern of earnings recognition. At December 31, 2025, the Company classified three leases as sales type leases, with all others classified as operating leases.

Recognition and Presentation

Lease income for operating leases with fixed payment terms is recognized on a straight-line basis over the expected term of the lease for all leases for which collectibility is considered probable. CAM is considered a non-lease component of the lease contract under Topic 842. However, as the timing and pattern of providing the CAM service to the tenant is the same as the timing and pattern of the tenant's use of the underlying lease asset, the Company elected, as part of an available practical expedient, to combine CAM with the remaining lease components, along with tenant's reimbursement of real estate taxes and insurance, and recognize them together as Lease income in the accompanying Consolidated Statements of Operations.

For sales type leases, the Company records any selling profit or loss arising from the lease at inception within Gain on sale of real estate, net of tax in the accompanying Consolidated Statement of Operations, as well as any initial direct costs recorded as an expense if, at commencement, the fair value of the underlying asset differs from its carrying amount, otherwise, they are deferred and included in the net investment in the lease. The net investment in the sales-type lease represents the lease receivable, the components of which are the future lease payments and any guaranteed residual value for the underlying assets, as well as any unguaranteed residual asset expected at the end of the lease term, each measured at net present value discounted using a rate implicit in the lease. Interest income is recorded within Lease income in the accompanying Consolidated Statements of Operations over the lease term so as to produce a constant periodic rate of return on the Company’s net investment in the leases. At the commencement date, the Company derecognizes the carrying amount of the underlying asset. When measuring the net investment in a long-term ground lease, the undiscounted residual value of the land will be limited to its fair value at commencement which will likely equate to its cost.

Collectibility

At lease commencement, the Company generally expects that collectibility of substantially all payments due under the lease is probable due to the Company's credit checks on tenants and other creditworthiness analysis undertaken before entering into a new lease; therefore, income from most operating leases is initially recognized on a straight-line basis. For operating leases in which collectibility of Lease income is not considered probable, Lease income is recognized on a cash basis and all previously recognized straight-line rent receivables are reversed in the period in which the Lease income is determined not to be probable of collection. Should collectibility of Lease income become probable again, through evaluation of qualitative and quantitative measures on a tenant by tenant basis, accrual basis accounting resumes and all commencement-to-date straight-line rent is recognized in that period.

In addition to the lease-specific collectibility assessment performed under Topic 842, the Company may also recognize a general reserve, as a reduction to Lease income, for its portfolio of operating lease receivables which are not expected to be fully collectible based on the Company's historical collection experience. The Company estimates the collectibility of the accounts receivable related to base rents, straight-line rents, recoveries from tenants, and other revenue taking into consideration the Company's historical write-off experience, tenant credit-worthiness, current economic trends, and remaining lease terms. Uncollectible lease income is a direct charge against Lease income. Although we estimate uncollectible receivables and provide for them through charges against income, actual experience may differ from those estimates.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

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

December 31,
(in thousands) 2025 2024
Tenant receivables $ 29,578 35,306
Straight-line rent receivables 180,871 157,507
Other receivables (1) 63,413 62,682
Total tenant and other receivables, net $ 273,862 255,495
  • Other receivables include notes receivables, construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction and other fee income.

Other Property Income and Management Services

The Company recognizes revenue under ASC Topic 606, Revenue from Contracts with Customers ("Topic 606"), when or as control of the promised services are transferred to its customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The following is a description of the Company's revenue from contracts with customers within the scope of Topic 606.

Other Property Income

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.

Management, Transaction, and other fees

Property and Asset Management Services

The Company is engaged under agreements with its joint venture partnerships, which are generally perpetual in nature and cancellable through unanimous partner approval, absent an event of default and, in certain cases, specified intentional misconduct. Under these agreements, the Company is to provide asset and property management and leasing services for the joint ventures' shopping centers. The fees are market-based, generally calculated as a percentage of either revenues earned or the estimated values of the properties managed or the proceeds received, and are recognized over the monthly or quarterly periods as services are rendered. Property management and asset management services represent a series of distinct daily services. Accordingly, the Company satisfies its performance obligation as service is rendered each day and the variability associated with that compensation is resolved each day. Amounts due from the partnerships for such services are paid during the month following the monthly or quarterly service periods.

Several of the Company's joint venture partnership agreements provide for incentive payments, generally referred to as "promotes" or "earnouts," to Regency for appreciation in property values while Regency is managing member of the partnership. The terms of these promotes are based on appreciation in real estate value over designated time intervals or upon designated events. The Company evaluates its expected promote payout at each reporting period, which generally does not result in revenue recognition until the measurement period has completed, when the amount can be reasonably determined and the amount is not probable of significant reversal.

Leasing Services

Leasing service fees are based on a percentage of the total rent due under the lease. The leasing service is considered performed upon successful execution of an acceptable tenant lease for the joint ventures' shopping centers, at which time revenue is recognized. Payment of the first half of the fee is generally due upon lease execution and the second half is generally due upon tenant opening or the commencement of rent payments.

Transaction Services

The Company also receives transaction fees, as contractually agreed upon with in each joint venture, which include acquisition fees, disposition fees, and financing service fees. Control of these services is generally transferred at the time the related transaction closes, which is the point in time when the Company recognizes the related fee revenue. Any unpaid amounts related to transaction-based fees are included in Tenant and other receivables within the Consolidated Balance Sheets.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

Income within Management, transaction, and other fees is primarily derived from contracts with the Company's unconsolidated real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:

Year ended December 31,
(in thousands) Timing of<br>satisfaction of<br>performance<br>obligations 2025 2024 2023
Management, transaction, and other fees:
Property management services Over time $ 16,323 15,767 14,075
Asset management services Over time 6,967 6,548 6,542
Leasing services Point in time 3,631 3,738 3,908
Other transaction fees Point in time 1,437 1,821 2,429
Total management, transaction, and other fees $ 28,358 27,874 26,954

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 $17.8 million and $19.7 million, as of December 31, 2025 and 2024, respectively.

Real Estate Sales

The Company accounts for sales of nonfinancial assets under ASC Subtopic 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, whereby the Company derecognizes real estate and recognizes a gain or loss on sales when a contract exists and control of the property has transferred to the buyer. Control of the property, including controlling financial interest, is generally considered to transfer upon closing through transfer of the legal title and possession of the property. While generally rare, any retained noncontrolling interest is measured at fair value at that time.

  • Real Estate Assets

The following table details the components of Real estate assets in the Consolidated Balance Sheets:

(in thousands) December 31, 2025 December 31, 2024
Land $ 4,932,642 4,757,704
Land improvements 899,472 807,881
Buildings 6,948,538 6,456,719
Building and tenant improvements 1,634,065 1,461,003
Construction in progress 147,207 215,112
Total real estate assets $ 14,561,924 13,698,419

Capitalization and Depreciation

Real estate assets are stated at cost, less accumulated depreciation, and amortization. The Company periodically assesses the useful lives of its depreciable real estate assets, including those intended to be redeveloped in the near term, and accounts for any revisions prospectively. Expenditures for maintenance, repairs and demolition costs are charged to operations as incurred. Significant renovations and replacements, which improve or extend the life of the asset, are capitalized.

As part of the leasing process, the Company may provide lessees with allowances for the construction of leasehold improvements. These leasehold improvements are capitalized and recorded as tenant improvements and depreciated over the shorter of the useful life of the improvements or the remaining lease term. If the allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements, the allowance is considered to be a lease incentive and is recognized over the lease term as a reduction of Lease income. Factors considered during this evaluation include, among other things, who holds legal title to the improvements as well as other controlling rights provided by the lease agreement and provisions for substantiation of such costs (e.g. unilateral control of the tenant space during the build-out process). Determination of the appropriate accounting for the payment of a tenant allowance is made on a lease-by-lease basis, considering the facts and circumstances of the individual tenant lease.

Depreciation is computed using the straight-line method over estimated useful lives of approximately 15 years for land improvements, 40 years for buildings and improvements, and the shorter of the useful life or the remaining lease term.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

Development and Redevelopment Costs

All specifically identifiable costs related to development and redevelopment activities are capitalized into Real estate assets in the accompanying Consolidated Balance Sheets, and are included in Construction in progress within the above table. The capitalized costs include pre-development costs essential to the development or redevelopment of the property, construction costs, interest costs, real estate taxes, insurance, legal costs, salaries and related costs of personnel directly involved and other costs incurred during the period of development or redevelopment.

Pre-development costs represent the costs the Company incurs prior to land acquisition or pursuing a redevelopment including contract deposits, as well as legal, engineering, and other external professional fees related to evaluating the feasibility of developing or redeveloping a shopping center. As of December 31, 2025 and 2024, the Company had nonrefundable deposits and other pre-development costs of approximately $14.8 million and $10.2 million, respectively. If the Company determines that the development or redevelopment of a particular shopping center is no longer probable, any related pre-development costs previously capitalized are immediately expensed. During the years ended December 31, 2025, 2024, and 2023, the Company expensed pre-development costs of approximately $2.3 million, $0.9 million, and $0.1 million, respectively, in Other operating expenses in the accompanying Consolidated Statements of Operations.

Interest costs are capitalized into each development and redevelopment project based upon applying the Company's weighted average borrowing rate to that portion of the actual development or redevelopment costs incurred. The Company discontinues interest and real estate tax capitalization when a project is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would the Company capitalize interest on a project beyond 12 months after substantial completion of the building. During the years ended December 31, 2025, 2024, and 2023, the Company capitalized interest of $10.3 million, $6.6 million, and $5.7 million, respectively, on our development and redevelopment projects.

We have a staff of employees directly supporting our development and redevelopment program. All direct internal costs attributable to these development activities are capitalized as part of each development and redevelopment project. The capitalization of costs is directly related to the actual level of development activity occurring. During the years ended December 31, 2025, 2024, and 2023, we capitalized $24.9 million, $19.8 million, and $13.3 million, respectively, of direct internal costs incurred to support our development and redevelopment program.

Acquisitions

Upon acquisition of operating real estate properties, the Company estimates the fair value of acquired tangible assets (consisting of land, land improvements, buildings, building improvements and tenant improvements) and identified intangible assets and liabilities (consisting of above and below-market leases and in-place leases), assumed debt, and any noncontrolling interest in the acquiree at the date of acquisition, based on evaluation of information and estimates available at that date. Based on these estimates, the Company allocates the purchase price of the acquired properties based on their relative fair value to the applicable assets and liabilities. Acquisitions of operating properties are generally considered asset acquisitions and therefore transaction costs are capitalized. Fair value is determined based on an exit price approach, which contemplates the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Company's methodology includes estimating an "as-if vacant" fair value of the physical property, which includes land, building, and improvements. In addition, the Company determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases.

The value of in-place leases is estimated based on the value associated with the costs avoided in originating leases compared to the acquired in-place leases as well as the value associated with lost rental and recovery revenue during the assumed lease-up period. The value of in-place leases is recorded to Depreciation and amortization expense in the Consolidated Statements of Operations over the remaining expected term of the respective leases.

Above-market and below-market in-place lease values for acquired properties are recorded based on the present value of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management's estimate of market lease rates for comparable in-place leases, measured over a period equal to the remaining non-cancelable term of the lease, including below-market renewal options, if applicable. The value of above-market leases is amortized as a reduction of Lease income over the remaining terms of the respective leases and the value of below-market leases is accreted to Lease income over the remaining terms of the respective leases, including below-market renewal options, if applicable.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

The Company does not assign value to customer relationship intangibles if it has pre-existing business relationships with major retailers at the acquired property since they do not provide incremental value over the Company's existing relationships.

Held for Sale

The Company classifies real estate assets as held-for-sale upon satisfaction of all the following criteria: (i) management commits to a plan to sell a property (or group of properties), (ii) the property is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such properties, (iii) an active program to locate a buyer and other actions required to complete the plan to sell the property have been initiated, (iv) the sale of the property is probable and transfer of the asset is expected to be completed within one year, (v) the property is being actively marketed for sale, and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Upon the determination to classify a property as held for sale, the Company ceases depreciation and amortization on the real estate property held for sale, as well as the amortization of any related intangible assets. Such properties are recorded at the lesser of the carrying value or estimated fair value less estimated costs to sell.

Valuation of Real Estate Investments and Impairments

The Company continually evaluates whether there are any events or changes in circumstances, that could indicate the carrying values of the real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. When indicators of potential impairment suggest that the carrying value of real estate assets may not be recoverable, the Company assesses the recoverability of the asset group by estimating whether the Company will recover the carrying value of the asset group through its undiscounted future cash flows, including eventual disposition. Based on this analysis, if the Company does not believe that it will be able to recover the carrying value of the asset group, an impairment charge will be recorded to the extent that the carrying value exceeds the estimated fair value of the asset group.

Estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and could differ materially from actual results. Changes in events or changes in circumstances may alter the hold period of an asset or asset group which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. If a property previously classified as held and used is changed to held for sale, the Company estimates fair value, less expected costs to sell, which could cause the Company to determine that the property is impaired.

The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow approach uses similar assumptions to the undiscounted cash flow approach above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimate of fair value. In estimating the fair value of undeveloped land, the Company generally uses market data and comparable sales information.

  • Cash, Cash Equivalents, and Restricted Cash

Any instruments which have an original maturity of 90 days or less when purchased are considered cash equivalents. As of December 31, 2025 and 2024, $16.0 million and $5.6 million, respectively, of cash was restricted through escrow agreements and certain mortgage loans.

  • Other Assets

Goodwill

Goodwill represents the excess of the purchase price consideration from the Equity One merger in 2017 over the fair value of the assets acquired and liabilities assumed. The Company accounts for goodwill in accordance with ASC Topic 350, Intangibles - Goodwill and Other, and allocates its goodwill to its reporting units, which have been determined to be at the individual property level. The Company performs an impairment evaluation of its goodwill at least annually, in November of each year, or more frequently as triggers occur. See Note 5.

The goodwill impairment evaluation is completed using either a qualitative or quantitative approach. Under a qualitative approach, the impairment review for goodwill consists of an assessment of whether it is more-likely-than-not that the reporting unit's fair value is less than its carrying value, including goodwill. If a qualitative approach indicates it is more

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

likely-than-not that the estimated carrying value of a reporting unit (including goodwill) exceeds its fair value, or if the Company chooses to bypass the qualitative approach for any reporting unit, the Company will perform the quantitative approach described below.

The quantitative approach consists of estimating the fair value of each reporting unit using discounted projected future cash flows and comparing those estimated fair values with the carrying values, which include the allocated goodwill. If the estimated fair value is less than the carrying value, the Company would then recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

Investments

The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. The fair value of securities is determined using quoted market prices.

Debt securities are classified as held to maturity when the Company has the positive intent and ability to hold the securities to maturity. Debt securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value, with unrealized gains and losses recognized through earnings in Net investment income in the Consolidated Statements of Operations. Debt securities not classified as held to maturity or as trading, are classified as available-for-sale, and are carried at fair value, with the unrealized gains and losses, net of tax, included in the determination of comprehensive income and reported in the Consolidated Statements of Comprehensive Income.

Equity securities with readily determinable fair values are measured at fair value with changes in the fair value recognized through net income and presented within Net investment income in the Consolidated Statements of Operations.

Derivative Instruments

The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative instruments. Specifically, the Company enters into derivative instruments to manage exposures that arise from business activities that result in the receipt or future payment of known and uncertain cash amounts, the amount of which are determined by interest rates. The Company's derivative instruments are used to manage fluctuations in the amount, timing, and duration of the Company's known or expected cash payments principally related to the Company's borrowings.

All derivative instruments, whether designated in hedging relationships or not, are recorded on the accompanying Consolidated Balance Sheets at their fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting, and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain risks, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The Company uses interest rate swaps to mitigate its interest rate risk on a related financial instrument or forecasted transaction, and the Company designates these interest rate swaps as cash flow hedges. Interest rate swaps designated as cash flow hedges generally 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. The Company may also utilize cash flow hedges to lock U.S. Treasury rates in anticipation of future fixed-rate debt issuances. The gains or losses resulting from changes in fair value of derivatives that qualify as cash flow hedges are recognized in Accumulated other comprehensive income (loss) ("AOCI"). Upon the settlement of a hedge, gains and losses remaining in AOCI are amortized through earnings over the underlying term of the hedged transaction. The cash receipts or payments related to interest rate swaps are presented in cash flows provided by operating activities in the accompanying Consolidated Statements of Cash Flows.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various hedge transactions. The Company assesses, both at inception of the hedge and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the cash flows and/or forecasted cash flows of the hedged items.

In assessing the valuation of the hedges, the Company uses standard market conventions and techniques such as discounted cash flow analysis, option pricing models, and termination costs at each balance sheet date. All methods of assessing fair value result in a general approximation of value, and such value may never actually be realized.

  • Deferred Leasing Costs

Deferred leasing costs consist of costs associated with leasing the Company's shopping centers, and are presented net of accumulated amortization. Such costs are amortized over the period through lease expiration. If the lease is terminated early, the remaining leasing costs are written off.

Under ASC Topic 842, the Company, as a lessor, may only defer as initial direct costs the incremental costs of a tenant's operating lease that would not have been incurred if the lease had not been obtained. These costs generally consist of third party broker payments and internal leasing commissions paid to employees for successful execution of lease agreements. Non-contingent internal leasing and legal costs associated with leasing activities are expensed within General and administrative expenses.

  • Income Taxes

The Parent Company believes it qualifies, and intends to continue to qualify, as a REIT under the Internal Revenue Code (the “Code”). As a REIT, the Parent Company will generally not be subject to federal income tax, provided that distributions to its shareholders are at least equal to REIT taxable income. All wholly-owned corporate subsidiaries of the Operating Partnership have elected to be a taxable REIT subsidiary (“TRS”) or qualify as a REIT. The TRSs are subject to federal and state income taxes and file separate tax returns. As a pass through entity, the Operating Partnership generally does not pay income taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 97.9% owner, is allocated its Pro-rata share of tax attributes.

Distributions to shareholders are usually taxable as ordinary dividends, although a portion of the distributions may be designated as qualified dividends, capital gains or may constitute a return of capital. The Company’s distributions for 2025 consisted of a 98.69% ordinary dividend (which includes a 3.37% qualified dividend), and a 1.31% capital gain distribution.

The Company is subject to a 4% federal excise tax if it fails to distribute sufficient taxable income within prescribed time limits. The excise tax equals 4% of the excess, if any, of (a) 85% of the Company’s ordinary income for the calendar year (determined without regard to capital gains), (b) 95% of the Company’s net capital gains for the calendar year, and (c) 100% of the Company’s prior-year undistributed taxable income, over the sum of cash distributions paid during the year and certain taxes paid by the Company. No excise tax was incurred in 2025, 2024, or 2023.

The Company accounts for income taxes related to its taxable REIT subsidiaries in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply in the periods in which the differences reverse. Deferred tax liabilities are included in Accounts payable and other liabilities, and net deferred tax assets are included in Other assets in the Consolidated Balance Sheets. Our TRSs had a net deferred tax liability of $1.1 million and $10.3 million as of December 31, 2025 and 2024, respectively. The Company evaluates the realizability of deferred tax assets and records a valuation allowance when it is more likely than not that such assets will not be realized. There are no net deferred tax assets as of December 31, 2025 and 2024. The Company believes its income tax positions are adequately supported and that its accruals for income taxes are sufficient for all open tax years. The Company had no material uncertain tax positions as of December 31, 2025.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

  • Lease Obligations

The Company has certain properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties, which are all classified as operating leases. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. The building and improvements constructed on the leased land are capitalized as Real estate assets in the accompanying Consolidated Balance Sheets and depreciated over the shorter of the useful life of the improvements or the lease term.

In addition, the Company has non-cancelable operating leases pertaining to office space from which it conducts its business. Leasehold improvements are capitalized as tenant improvements, presented in Other assets in the Consolidated Balance Sheets, and depreciated over the shorter of the useful life of the improvements or the lease term.

Under Topic 842, the Company recognizes Lease liabilities on its Consolidated Balance Sheets for its ground and office leases and corresponding Right of use assets related to these same ground and office leases which are classified as operating leases. A key input in estimating the Lease liabilities and resulting Right of use assets is establishing the discount rate in the lease, which since the rates implicit in the lease contracts are not readily determinable, requires additional inputs for the longer-term ground leases, including market-based interest rates that correspond with the remaining term of the lease, the Company's credit spread, and a securitization adjustment necessary to reflect the collateralized payment terms present in the lease. This discount rate is applied to the remaining unpaid minimum rental payments for each lease to measure the operating lease liabilities.

The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected optional renewal periods. For ground leases, the Company generally assumes it will exercise options through the latest option date of that shopping center's anchor tenant lease.

  • Forward Equity Sales

Our at-the-market (“ATM”) program allows for the sale of common stock through forward sales contracts. These contracts meet all conditions for equity classification, and as such, common stock is recorded at the offering price specified in the contract upon settlement. The Company also accounts for the potential dilution from forward sales contracts in its earnings per share calculations, using the treasury stock method to determine any dilutive impact before settlement. For further details on forward equity sales transactions, refer to Note 11 in the consolidated financial statements.

  • Earnings per Share and Unit

Basic earnings per share of common stock and unit are computed based upon the weighted average number of common shares and units, respectively, outstanding during the period. Diluted earnings per share and unit reflect the conversion of obligations and the assumed exercises of securities including the effects of shares issuable under the Company's share-based payment arrangements, if dilutive. Dividends paid on the Company's share-based compensation awards are not participating securities as they are forfeitable.

  • Stock-Based Compensation

The Company grants stock-based compensation to its employees and directors and recognizes the cost of stock-based compensation based on the grant-date fair value of the award, which is expensed over the vesting period.

When the Parent Company issues common stock as compensation, it simultaneously receives an equal number of common units from the Operating Partnership. The Company contributes all deemed proceeds from the share-based awards granted under the Parent Company's Long-Term Omnibus Plan (the "Plan") to the operating partnership. Consequently, the Parent Company's ownership in the Operating Partnership increases in proportion to the deemed proceeds contributed in exchange for the common units received. As a result of the issuance of common units to the Parent Company for stock-based compensation, the Operating Partnership records the effect of stock-based compensation for awards of equity in the Parent Company.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

  • Segment Reporting

The Company's business is investing in retail shopping centers through direct ownership or partnership interests. The Company actively manages its portfolio of retail shopping centers and may from time to time make decisions to sell lower performing properties or developments not meeting its long-term investment objectives. The proceeds from sales are generally reinvested into higher quality retail shopping centers, through acquisitions, new developments, or redevelopment of existing centers, which management believes will generate sustainable revenue growth and attractive returns. It is management's intent that all retail shopping centers will be owned or developed for investment purposes; however, the Company may decide to sell all or a portion of a development upon completion. The Company's revenues and net income are generated from the operation of its investment portfolio. The Company also earns fees for services provided to manage and lease retail shopping centers owned through joint ventures.

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. For further details on segment information, refer to Note 15 in the consolidated financial statements.

  • Investment Risk Concentrations

No single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of December 31, 2025, the Company had three geographic concentrations that individually accounted for at least 10.0% 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 12.6% of ABR, respectively. As the result, this geographic concentration of our portfolio makes it potentially more susceptible to adverse weather, natural disasters or economic events that impact these locations. None of the shopping centers are located outside the United States.

  • Fair Value of Assets and Liabilities

ASC 820, Fair Value Measurements and Disclosures, or ASC 820, defines fair value, establishes a framework for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. ASC 820 emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement. Fair value is defined by ASC 820 as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Therefore, a fair value measurement is determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, the Company uses a fair value hierarchy that distinguishes between market participant assumptions based on market data obtained from independent sources (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the Company's own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy). The three levels of inputs used to measure fair value are as follows:

  • Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
  • Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.
  • Level 3 - Unobservable inputs for the asset or liability, which are typically based on the Company's own assumptions, as there is little, if any, related market activity.

The Company also re-measures nonfinancial assets and nonfinancial liabilities, initially measured at fair value in a business combination or other new basis event, at fair value in subsequent periods if a re-measurement event occurs.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

(o) 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<br><br><br><br>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 Consolidated Financial Statements

December 31, 2025

  • Real Estate Investments

Acquisitions

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

(in thousands) December 31, 2025
Date<br>Purchased Property Name City/State Property<br>Type Regency's Ownership Purchase<br>Price (1) Debt Assumed, Net of Premiums (1) Intangible<br>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
7/23/2025 RMV Portfolio (3) Various, CA Operating 100% 357,000 126,860 45,356 2,224
8/1/2025 Chestnut Ridge Shopping Center (4) Montvale, NJ Operating 100% 18,300 3,070 458
8/1/2025 Baybrook East (4) Webster, TX Operating 100% 29,097 11,778 2,978 991
8/1/2025 Baybrook East Phase II Webster, TX Redevelopment 100% 3,597
9/15/2025 The Villages at Seven Pines Jacksonville, FL Development 100% 8,466
9/19/2025 Ellis Village Center Tracy, CA Development 100% 1,350
10/1/2025 GRI DIK Portfolio (5) Various Operating 100% 113,900 9,958 12,881 2,985
11/4/2025 Oak Valley Village Beaumont, CA Development 75% 9,256
12/17/2025 Lone Tree Village Lone Tree, CO Development 100% 4,153
Total property acquisitions $ 698,819 205,405 78,318 25,712
  • Amounts for purchase price and allocation are reflected at 100%.
  • 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.
  • In July 2025, the Company completed a $357 million acquisition of five operating properties, all located in Orange County, California. The purchase price was funded through a combination of units of the Operating Partnership issued at $72 per unit, and the assumption of $150 million of secured mortgage debt with a weighted average interest rate of 4.2% and a weighted average remaining term of approximately 12 years.
  • These properties were held within single property unconsolidated real estate partnerships, in which the Company held a 50.0% ownership interest in each. Effective August 1, 2025, the Company purchased each of its partners' remaining 50.0% ownership interests. Upon acquisition, these properties were consolidated into Regency’s financial statements.
  • In October 2025, an unconsolidated real estate investment partnership in which the Company holds an interest completed a partial distribution-in-kind (“DIK”) transaction involving a total of eleven operating properties. The Company received five of these properties, which had an aggregate fair value of $113.9 million, and assumed an existing fixed rate mortgage loan on one property of $10 million, which was repaid in December 2025. The remaining six properties were distributed to the other partner.
(in thousands) December 31, 2024
Date<br>Purchased Property Name City/State Property<br>Type Regency's Ownership Purchase<br>Price (1) Debt Assumed, Net of Premiums (1) Intangible<br>Assets (1) Intangible Liabilities (1)
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 property acquisitions $ 71,404 5,360 2,175
  • Amounts for purchase price and allocation are reflected at 100%.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

  • Property Dispositions

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

Year ended December 31,
(in thousands, except number sold data) 2025 2024 2023
Net proceeds from sale of real estate investments $ 124,992 108,615 11,167
Gain on sale of real estate, net of tax $ 24,464 34,162 661
Provision for impairment of real estate sold $ 4,606 1,330
Number of operating properties sold 7 6
Number of land parcels sold 3 5
Percent interest sold 100% 100% 100%
  • Investments in Real Estate Partnerships

The Company's investments in unconsolidated real estate partnerships include the following:

December 31, 2025
(in thousands) Regency's Ownership Number of Properties Total Investment Total Assets of the Partnership The Company's Share of Net Income of the Partnership Net Income of the Partnership
GRI - Regency, LLC (JV-GRI) (1) 40% 55 $ 112,235 1,330,890 115,312 275,534
Columbia Regency Partners II, LLC (Columbia II) 20% 23 60,354 643,088 4,503 22,983
Columbia Village District, LLC 30% 1 6,295 97,702 2,255 7,570
Individual Investors
Ballard Blocks 50% 2 57,830 111,957 1,699 3,725
Bloom on Third 35% 1 46,860 277,647 1,802 5,213
Others (2) (3) 12% - 83% 8 66,282 205,987 7,928 15,626
Total investments in real estate partnerships 90 $ 349,856 2,667,271 133,499 330,651
  • Effective October 1, 2025, the partners completed a partial distribution-in-kind (“DIK”) transaction involving a total of eleven operating properties. The Company received five of these properties, which had an aggregate fair value of $113.9 million, and assumed existing debt of approximately $10 million, which was repaid in December 2025. The remaining six properties were distributed to the other partner. As a result of this transaction, the Company recognized approximately $72.2 million in equity in income of investments in real estate partnerships, representing its share of the partnership’s gains.
  • Effective January 1, 2025, we acquired our partner’s 33.3% share in a single property partnership for a total purchase price of $10.3 million. Following this acquisition, the Company now owns 100% of this property, and has been consolidated into the Company’s financial statements.
  • Effective August 1, 2025, we acquired our partners' 50% shares in two single property partnerships for a combined purchase price of $23.7 million. Following this acquisition, the Company now owns 100% of these properties, and the properties have been consolidated into the Company’s financial statements.
December 31, 2024
(in thousands) Regency's Ownership Number of Properties Total Investment Total Assets of the Partnership The Company's Share of Net Income of the Partnership Net Income of the Partnership
GRI - Regency, LLC (JV-GRI) 40% 66 $ 136,972 1,455,471 38,729 91,447
Columbia Regency Partners II, LLC (Columbia II) 20% 22 63,024 623,655 3,938 20,121
Columbia Village District, LLC 30% 1 6,434 99,236 2,220 7,453
Individual Investors
Ballard Blocks 50% 2 59,596 115,784 1,028 2,380
Bloom on Third 35% 1 44,715 259,218 1,810 5,235
Others 12% - 83% 11 88,303 289,793 2,569 10,027
Total investments in real estate partnerships 103 $ 399,044 2,843,157 50,294 136,663

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

The summarized balance sheet information for the investments in unconsolidated real estate partnerships, on a combined basis, is as follows:

December 31,
(in thousands) 2025 2024
Investments in real estate, net $ 2,437,380 2,569,765
Acquired lease intangible assets, net 22,946 25,164
Other assets 206,945 248,228
Total assets $ 2,667,271 2,843,157
Notes payable $ 1,522,951 1,564,551
Acquired lease intangible liabilities, net 21,573 19,045
Other liabilities 84,086 92,911
Capital - Regency 391,512 444,354
Capital - Third parties 647,149 722,296
Total liabilities and capital $ 2,667,271 2,843,157

The following table reconciles the Company's capital recorded by the partnerships to the Company's investments in real estate partnerships reported in the accompanying Consolidated Balance Sheets:

December 31,
(in thousands) 2025 2024
Capital - Regency $ 391,512 444,354
Basis difference (41,656 ) (45,310 )
Investments in real estate partnerships $ 349,856 399,044

The revenues and expenses for the investments in unconsolidated real estate partnerships, on a combined basis, are summarized as follows:

Year ended December 31,
(in thousands) 2025 2024 2023
Total revenues $ 438,454 420,281 390,843
Operating expenses:
Depreciation and amortization 99,758 96,239 88,974
Property operating expense 71,083 68,289 65,509
Real estate taxes 53,651 51,986 47,529
General and administrative 5,570 5,201 5,008
Other operating expenses 4,191 5,740 3,119
Total operating expenses $ 234,253 227,455 210,139
Other expense (income):
Interest expense, net 58,618 58,451 56,706
Gain on sale of real estate (185,033 ) (2,288 ) (11,140 )
Net investment income (35 )
Total other expense (income) (126,450 ) 56,163 45,566
Net income of the Partnerships $ 330,651 136,663 135,138
The Company's share of net income of the Partnerships $ 133,499 50,294 50,541

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

Acquisitions

The following table provides a summary of shopping centers and land parcels acquired through our investments in unconsolidated real estate partnerships for the periods set forth below:

(in thousands) Year ended December 31, 2025
Date<br>Purchased Property<br>Name City/State Property<br>Type Real Estate Partner Regency's Ownership Purchase Price (1) Debt Assumed,<br>Net of <br>Premiums (1) Intangible Assets (1) Intangible Liabilities (1)
5/12/2025 Armonk Square Armonk, NY Operating State of Oregon 20% 26,250 11,884 2,405 5,498
Total property acquisitions $ 26,250 11,884 2,405 5,498
  • Amounts reflected for purchase price and allocation are reflected at 100%.
(in thousands) Year ended December 31, 2024
Date<br>Purchased Property<br>Name City/State Property<br>Type Real Estate Partner Regency's Ownership Purchase Price (1) Debt Assumed,<br>Net of <br>Premiums (1) Intangible Assets (1) Intangible Liabilities (1)
8/30/2024 East Greenwich Square East Greenwich, RI Operating Other 70% 46,650 5,127 1,877
10/17/2024 University Commons - Austin Round Rock, TX Operating State of Oregon 20% $ 68,751 6,560 5,120
Total property acquisitions $ 115,401 11,687 6,997
  • Amounts reflected for purchase price and allocation are reflected at 100%.

Dispositions

The following table provides a summary of operating properties and land parcels disposed of through our investments unconsolidated in real estate partnerships:

Year ended December 31,
(in thousands, except number sold data) 2025 2024 2023
Proceeds from sale of real estate investments $ 2,256 30,659
Gain on sale of real estate $ 185,033 2,288 11,140
The Company's share of gain on sale of real estate $ 75,980 907 3,161
Number of operating properties sold 11 1
Number of land out-parcels sold 1

Notes Payable

Scheduled principal repayments on notes payable held by our investments in real estate partnerships as of December 31, 2025, were as follows:

(in thousands)<br>Scheduled Principal Payments and Maturities by Year: Scheduled<br>Principal<br>Payments Mortgage<br>Loan<br>Maturities Unsecured<br>Maturities Total Regency's<br>Pro-Rata<br>Share
2026 $ 7,131 265,346 20,000 292,477 95,689
2027 7,303 32,800 40,103 13,417
2028 4,097 231,235 235,332 81,592
2029 2,855 104,434 107,289 37,157
2030 2,349 215,893 218,242 77,886
Beyond 5 Years 2,159 634,631 636,790 237,869
Net unamortized loan costs, debt premium / (discount) (7,283 ) (7,283 ) (2,604 )
Total $ 25,894 1,477,056 20,000 1,522,950 541,006

At December 31, 2025, Company's investments in unconsolidated real estate partnerships had notes payable of $1.5 billion maturing through

2036

, of which 94.7% had a weighted average fixed interest rate of 4.0%. The remaining notes payable float with

SOFR

and had a weighted average variable interest rate of 6.1% at December 31, 2025. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $541.0 million as of December 31, 2025. As notes payable mature, they will be repaid from proceeds from new borrowings and/or capital contributions.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

The Company is obligated to contribute its Pro-rata share to fund maturities if the loans are not refinanced, and it has the capacity to do so from existing cash balances, availability on its line of credit, and operating cash flows. The Company believes that its partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a real estate partner was unable to fund its share of the capital requirements of the real estate partnership, the Company would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.

Management fee income

In addition to earning our share of net income or loss in each of these real estate partnerships, we recognized fees as discussed in Note 1, as follows:

Year ended December 31,
(in thousands) 2025 2024 2023
Management, transaction, and other fees $ 28,026 27,874 26,954
  • 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) December 31, 2025 December 31, 2024
Goodwill $ 166,739 166,739
Investments 51,373 51,820
Prepaid and other 34,575 40,240
Derivative assets 6,778 12,781
Furniture, fixtures, and equipment, net 12,728 7,954
Deferred financing costs, net 6,530 9,512
Total other assets $ 278,723 289,046

The following table presents the goodwill balances and activity during the year ended:

December 31, 2025 December 31, 2024
(in thousands) Goodwill Accumulated<br>Impairment<br>Losses Total Goodwill Accumulated<br>Impairment<br>Losses Total
Beginning of year balance $ 292,640 (125,901 ) 166,739 $ 294,524 (127,462 ) 167,062
Goodwill written off upon dispositions (19,227 ) 19,227 (1,884 ) 1,561 (323 )
End of year balance $ 273,413 (106,674 ) 166,739 $ 292,640 (125,901 ) 166,739

As the Company identifies properties ("reporting units") that no longer meet its investment criteria, it will evaluate the property for potential sale. A decision to sell a reporting unit results in the need to evaluate its goodwill for recoverability and may result in impairment loss. Additionally, other changes impacting a reporting unit may be considered a triggering event. If events occur that trigger an impairment evaluation at multiple reporting units, a goodwill impairment may be significant.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

  • Acquired Lease Intangibles

The Company had the following acquired lease intangibles as of the periods set forth below:

December 31,
(in thousands) 2025 2024
In-place leases $ 570,553 522,117
Above-market leases 105,081 103,075
Total intangible assets 675,634 625,192
Accumulated amortization (421,433 ) (395,209 )
Acquired lease intangible assets, net $ 254,201 229,983
Below-market leases 599,494 586,660
Accumulated amortization (243,040 ) (222,052 )
Acquired lease intangible liabilities, net $ 356,454 364,608

The following table provides a summary of amortization and net accretion amounts from acquired lease intangibles:

Year ended December 31,
(in thousands) 2025 2024 2023 Line item in Consolidated Statements of Operations
In-place lease amortization $ 43,642 49,169 44,102 Depreciation and amortization
Above-market lease amortization 8,850 8,860 6,571 Lease income
Acquired lease intangible asset amortization $ 52,492 58,029 50,673
Below-market lease amortization $ 33,422 33,883 37,831 Lease income

The estimated aggregate amortization and net accretion amounts from acquired lease intangibles for the next five years are as follows:

(in thousands)
In Process Year Ending<br>December 31, Amortization of <br>In-place lease intangibles Net accretion of Above<br>/ Below market lease<br>intangibles
2026 $ 38,122 21,050
2027 30,003 20,534
2028 24,352 20,615
2029 19,826 20,226
2030 17,109 19,319
  • Leases

Lessor Accounting

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 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

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:

Year ended December 31,
(in thousands) 2025 2024 2023
Operating lease income
Fixed and in-substance fixed lease income $ 1,102,834 1,035,225 928,364
Variable lease income 388,123 356,520 324,037
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net 24,428 24,843 30,826
Uncollectible straight-line rent (1,167 ) (1,885 ) 1,261
Uncollectible amounts billable in lease income (2,793 ) (3,324 ) (549 )
Total lease income $ 1,511,425 1,411,379 1,283,939

Future minimum rental revenue under non-cancelable operating leases, excluding variable lease payments as of December 31, 2025, are as follows:

(in thousands)
For the year ending December 31,
2026 $ 1,121,279
2027 1,026,724
2028 880,290
2029 736,919
2030 591,041
Thereafter 2,327,057
Total $ 6,683,310

At December 31, 2025, the Company had three leases classified as sales-type leases, with lease income recorded over the lease term in the form of variable interest income representing the constant periodic rate of return on the Company’s net investment in the lease, and fixed contractual obligations.

Lessee Accounting

The Company has shopping centers that are subject to non-cancelable, long-term ground leases where a third party owns the underlying land and has leased the land to the Company to construct and/or operate a shopping center.

The Company has 21 properties within its consolidated real estate portfolio that are either partially or completely on land subject to ground leases with third parties. Accordingly, the Company owns only a long-term leasehold or similar interest in these properties. These ground leases expire through the year

2121

, and in most cases, provide for renewal options. In addition, the Company has non-cancelable operating leases for office space used to conduct its business. Office leases expire through the year

2035

, and in certain cases, provide for renewal options. The ground and office lease expenses are recognized on a straight-line basis over the term of the leases, including management's estimate of expected optional renewal periods, with ground lease expense presented within Property operating expense, and office lease expense presented within General and administrative in the accompanying Consolidated Statements of Operations.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

Operating lease expense under the Company's ground and office leases were as follows, including straight-line rent expense and variable lease expenses such as CPI increases, percentage rent and reimbursements of landlord costs:

Year ended December 31,
(in thousands) 2025 2024 2023
Fixed operating lease expense
Ground leases $ 15,489 15,420 14,727
Office leases 3,907 3,689 4,103
Total fixed operating lease expense 19,396 19,109 18,830
Variable lease expense
Ground leases 1,571 1,953 1,586
Office leases 604 592 729
Total variable lease expense 2,175 2,545 2,315
Total lease expense $ 21,571 21,654 21,145
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows for operating leases $ 16,871 16,212 15,823

The following table summarizes the undiscounted future cash flows by year attributable to the operating lease liabilities for ground and office leases as of December 31, 2025, and provides a reconciliation to the Lease liabilities included in the accompanying Consolidated Balance Sheets:

(in thousands) Lease Liabilities
For the years ending December 31, Ground Leases Office Leases Total
2026 $ 12,817 3,963 16,780
2027 12,843 3,597 16,440
2028 12,984 2,137 15,121
2029 13,017 855 13,872
2030 13,012 439 13,451
Thereafter 675,321 913 676,234
Total undiscounted lease liabilities $ 739,994 11,904 751,898
Less imputed interest (508,492 ) (1,038 ) (509,530 )
Lease liabilities $ 231,502 10,866 242,368
Weighted average discount rate 5.5 % 4.6 %
Weighted average remaining term (in years) 47.8 3.7
  • Notes Payable and Unsecured Credit Facility

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:

Scheduled<br>Maturity Date Weighted<br>Average<br>Contractual<br>Rate Weighted<br>Average<br>Effective<br>Rate December 31,
(in thousands) 2025 2024
Notes payable:
Fixed rate mortgage loans 2/1/2026 - 10/1/2038 4.0% 4.7% $ 475,948 337,703
Variable rate mortgage loans (1) 10/1/2026 - 2/20/2032 4.4% 4.6% 270,489 282,117
Fixed rate unsecured debt 5/11/2026 - 3/15/2049 4.2% 4.4% 3,872,864 3,723,880
Total notes payable, net 4,619,301 4,343,700
Unsecured credit facility:
$1.5 Billion Line of Credit (the "Line") (1)(2) 3/23/2028 4.4% 4.8% 120,000 65,000
Total unsecured credit facility 120,000 65,000
Total debt outstanding $ 4,739,301 4,408,700
  • As of December 31, 2025, 76.5% of the Variable rate debt are fixed through interest rate swaps.
  • 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

Notes Payable

Notes payable consist of mortgage loans secured by properties and unsecured public and private debt. Mortgage loans may be repaid before maturity, but could be subject to yield maintenance premiums, and are generally due in monthly installments of principal and interest or interest only. Unsecured public debt may be repaid before maturity subject to accrued and unpaid interest through the proposed redemption date and a make-whole premium. Interest on unsecured public and private debt is payable semi-annually.

On May 13, 2025, the Company issued $400 million of senior unsecured notes due 2032, at a par value of 99.279% and a coupon of 5.0% (the "2025 Notes").

In July 2025, in connection with the acquisition of the RMV portfolio, the Company assumed $150 million of fixed-rate mortgage loans with a weighted average interest rate of 4.2% and a weighted average remaining term to maturity of approximately 12 years.

In November 2025, the Company repaid $250 million of fixed rate unsecured debt and $16 million of fixed rate mortgage loans upon maturity.

The Company is required to comply with certain financial covenants for its unsecured public debt as defined in the indenture agreements such as the following ratios: Consolidated Debt to Consolidated Assets, Consolidated Secured Debt to Consolidated Assets, Consolidated Income for Debt Service to Consolidated Debt Service, and Unencumbered Consolidated Assets to Unsecured Consolidated Debt. As of December 31, 2025, the Company was in compliance with all debt covenants for its unsecured public debt.

Unsecured Credit Facilities

The Company has an unsecured line of credit facility (the "Line") pursuant to the Sixth Amended and Restated Credit Agreement (the "Credit Agreement"), dated as of January 18, 2024, by and among the Company and 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 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. 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 December 31, 2025, the Line had an available capacity of $1.4 billion after giving effect to outstanding borrowings and commitments from issued letters of credit. The Line accrues interest at a variable rate of SOFR plus an applicable spread of 0.79% and a 0.115% commitment fee.

The Company is required to comply with certain financial covenants as defined in the Credit Agreement, including the Ratio of Indebtedness to Total Asset Value ("TAV"), Ratio of Unsecured Indebtedness to Unencumbered Asset Value, Ratio of Adjusted EBITDA to Fixed Charges, Ratio of Secured Indebtedness to TAV, Ratio of Unencumbered Net Operating Income to Unsecured Interest Expense, and other covenants customary with this type of unsecured financing. As of December 31, 2025, the Company was in compliance with all financial covenants for the Line.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

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

(in thousands) December 31, 2025
Scheduled Principal Payments and Maturities by Year: Scheduled<br>Principal<br>Payments Mortgage<br>Loan<br>Maturities Unsecured<br>Maturities (1) Total
2026 $ 12,836 147,848 200,000 360,684
2027 10,051 222,558 525,000 757,609
2028 8,365 51,939 420,000 480,304
2029 5,619 97,120 425,000 527,739
2030 5,445 2,163 600,000 607,608
Beyond 5 Years 24,210 190,677 1,850,000 2,064,887
Unamortized debt premium/(discount) and issuance costs (32,394 ) (27,136 ) (59,530 )
Total $ 66,526 679,911 3,992,864 4,739,301
  • Includes unsecured public and private debt and unsecured credit facilities.

The Company was in compliance as of December 31, 2025, with all debt covenants.

  • 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) December 31,
Interest Rate Swaps 2025 2024
Notional amount $ 299,375 301,444
Number of instruments 15 14

Detail on the fair value of the Company's interest rate derivatives is as follows:

(in thousands) December 31,
Interest rate swaps classified as: 2025 2024
Derivative assets $ 6,778 12,781
Derivative liabilities (1,606 ) (423 )

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 December 31, 2025, 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 affects earnings.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

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
Year ended December 31,
(in thousands) 2025 2024 2023
Interest rate swaps $ (2,659 ) 12,523 (2,448 )
Location and Amount of Loss (Gain) Reclassified from AOCI into Income
Year ended December 31,
(in thousands) 2025 2024 2023
Interest expense, net $ (4,738 ) (8,895 ) (7,536 )
Total amounts presented in the Consolidated Statements of Operations<br>in which the effects of cash flow hedges are recorded
Year ended December 31,
(in thousands) 2025 2024 2023
Interest expense, net $ 199,548 180,119 154,249

As of December 31, 2025, the Company expects approximately $0.2 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.

  • Fair Value Measurements
  • 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:

December 31,
2025 2024
(in thousands) Carrying<br>Amount Fair Value Carrying<br>Amount Fair Value
Financial assets:
Notes receivable $ 31,987 32,173 $ 31,790 31,755
Financial liabilities:
Notes payable, net $ 4,619,301 4,554,628 $ 4,343,700 4,141,096
Unsecured credit facilities (1) $ 120,000 120,000 $ 65,000 65,000
  • 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 December 31, 2025 and 2024, 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

  • 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 in the accompanying Consolidated Statements of Operations, and include the following:

Year ended December 31,
(in thousands) 2025 2024 2023
Unrealized Gain 893 4,452 4,197

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.

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 December 31, 2025
(in thousands) Balance Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(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 )

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

Fair Value Measurements as of December 31, 2024
(in thousands) Balance Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3)
Assets:
Securities $ 39,419 39,419
Available-for-sale debt securities 12,401 12,401
Interest rate derivatives 12,781 12,781
Total $ 64,601 39,419 25,182
Liabilities:
Interest rate derivatives $ (423 ) (423 )

As of December 31, 2025, there were no assets and/or liabilities measured at fair value on a nonrecurring basis. The following tables present the placement in the fair value hierarchy of assets and liabilities that are measured at fair value on a non-recurring basis as of December 31, 2024:

Fair Value Measurements as of December 31, 2024
(in thousands) Balance Quoted Prices in Active Markets for Identical Assets <br>(Level 1) Significant Other Observable Inputs <br>(Level 2) Significant Unobservable Inputs <br>(Level 3) Total Gains (Losses)
Real estate assets $ 10,915 10,915 (12,974 )
  • 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 December 31, 2025 and 2024
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 demand
9,000,000 $ 225,000,000

Dividends Declared

Subsequent to December 31, 2025, the Board declared the following dividends:

Dividend Declared, per share Declaration Date Record Date Payable Date
Series A Preferred Stock $ 0.390625 February 4, 2026 April 15, 2026 April 30, 2026
Series B Preferred Stock $ 0.367200 February 4, 2026 April 15, 2026 April 30, 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

Common Stock of the Parent Company

Dividends Declared

On February 4, 2026, the Board declared a common stock dividend of $0.755 per share, payable on April 1, 2026, to shareholders of record as of March 11, 2026.

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.

During 2024, the Company entered into forward sale agreements under its ATM program through which the Parent Company expected to issue 1,339,377 shares of its common stock at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses.

The Company settled all forward sales agreements entered into during 2024 under its ATM program as follows:

  • In August 2025, the Company issued 673,172 shares of common stock and received $49.2 million of net proceeds.
  • In October 2025, the Company issued an additional 666,205 shares of common stock and received $49.1 million of net proceeds. Upon completion of these settlements, the Company had fully settled all forward sales agreements entered into during 2024.
  • Proceeds from the issuance of shares were used to fund acquisitions of operating properties, fund developments and redevelopments, and for general corporate purposes.

As of December 31, 2025, and after giving effect to the aforementioned forward equity offering, $400 million of common stock remained available for issuance under this ATM Program.

Subsequent to December 31, 2025, on February 04, 2026, the Board reauthorized the issuance and sale of up to $500 million of common stock under its existing ATM program.

Stock Repurchase Program

On July 31, 2024, the Board authorized a common stock repurchase program under which the Company may purchase up to $250.0 million of 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 Board's authorization for the 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.

During the year ended December 31, 2025, the Company made no repurchases and $250.0 million remained available under the Repurchase Program.

On February 4, 2026, the Board authorized a new common stock repurchase program under which the Company may purchase up to $500 million shares of its outstanding common stock (the "New Repurchase Program"). The New Repurchase Program replaced and superseded the prior 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 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

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 year ended December 31, 2025, unitholders redeemed a total of 31,558 Common Units, consisting of 28,815 units redeemed in exchange for approximately $2.0 million in cash and 2,743 units redeemed in exchange for shares of the Parent Company’s common stock. Cash redemptions were made at amounts equivalent to the market value of the Parent Company’s common stock at the time of redemption, while unit-for-share exchanges were completed on a one-for-one basis.

In July 2025, the Operating Partnership issued 2,773,087 Common Units, valued at $199.7 million based on the market price at the time of issuance, to unrelated third-party sellers as partial purchase price consideration for the acquisition of five properties.

During the year ended December 31, 2024, 10,795 Common Units were exchanged for shares of Parent Company common stock.

General Partners

The Parent Company, as general partner, owned the following Common Units outstanding:

December 31,
(in thousands) 2025 2024
Common Units owned by the general partner 182,902 181,361
Common Units owned by the limited partners 3,838 1,097
Total Common Units outstanding 186,740 182,458
Percentage of Common Units owned by the general partner 97.9 % 99.4 %
  • Stock-Based Compensation

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.

Year ended December 31,
(in thousands) 2025 2024 2023
Restricted stock (1)(2) $ 21,648 18,549 17,277
Directors' fees paid in common stock and other employee stock grants 439 528 590
Capitalized stock-based compensation (2,628 ) (1,941 ) (954 )
Stock-based compensation, net of capitalization $ 19,459 17,136 16,913
  • Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
  • In addition, the Company expensed $6.4 million and $3.2 million during 2024 and 2023, respectively, within Other operating expenses in connection with restricted stock expense related to the acquisition of UBP.

The Company established its Omnibus Incentive Plan (the "Plan") under which the Board of Directors may grant stock options and other stock-based awards to officers, directors, and other key employees. The Plan allows the Company to issue up to 5.0 million shares in the form of the Parent Company's common stock or stock options. As of December 31, 2025, there were 3.5 million shares available for grant under the Plan.

Restricted Stock Units

The Company grants restricted stock under the Plan to its employees as a form of long-term compensation and retention. The terms of each restricted stock grant vary depending upon the participant's responsibilities and position within the Company. The Company's stock grants can be categorized as either time-based awards, performance-based awards, or market-based awards. All awards are valued at grant date fair value, earn dividends throughout the vesting period, and have no voting rights. Fair value is measured using the grant date market price for all time-based and performance-based awards. Market based awards are valued using a Monte Carlo simulation model to estimate the fair value based on the probability of

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

satisfying the market conditions and the projected stock price at the time of payout, discounted to the valuation date over a three year performance period. Assumptions used in the estimate include historic volatility over the previous three-year period, risk-free interest rates, and Regency's historic daily return as compared to the market index. Since the award payout includes dividend equivalents and the total shareholder return includes the value of dividends, no dividend yield assumption is required for the valuation. Compensation expense is measured at the grant date and recognized on a straight-line basis over the requisite service period for the entire award, regardless of whether the market condition is ultimately achieved.

The following table summarizes non-vested restricted stock activity:

Year ended December 31, 2025
Number of Shares Intrinsic Value (in thousands) Weighted Average Grant Date Fair Value
Non-vested as of December 31, 2024 803,789
Time-based awards granted (1) (4) 160,733 $ 71.81
Performance-based awards granted (2) (4) 18,721 $ 71.78
Market-based awards granted (3) (4) 145,778 $ 83.97
Change in market-based awards earned for performance (3) (33,825 ) $ 70.89
Vested (5) (250,944 ) $ 71.01
Forfeited (9,338 ) $ 67.68
Non-vested as of December 31, 2025 (6) 834,914 $ 57,634
  • Time-based awards vest beginning on the first anniversary following the grant date over a one or four year service period. These grants are subject only to continued employment and are not dependent on future performance measures. Accordingly, if such vesting criteria are not met, compensation cost previously recognized is reversed.
  • Performance-based awards are earned subject to performance measurements. Once the performance criteria are achieved and the actual number of shares earned is determined, shares vest over a required service period. The Company considers the likelihood of meeting the performance criteria based upon management's estimates from which it determines the amounts recognized as expense on a periodic basis.
  • Market-based awards are earned dependent upon the Company's total shareholder return in relation to the shareholder return of a NAREIT index over a three-year period. Once the performance criteria are met and the actual number of shares earned is determined, the shares are immediately vested and distributed. The probability of meeting the criteria is considered when calculating the estimated fair value on the date of grant using a Monte Carlo simulation. These awards are accounted for as awards with market criteria, with compensation cost recognized over the service period, regardless of whether the performance criteria are achieved and the awards are ultimately earned. The significant assumptions underlying determination of fair values for market-based awards granted were as follows:
Year ended December 31,
2025 2024 2023
Expected volatility 23.8 % 25.50 % 45.50 %
Risk free interest rate 4.25 % 4.14 % 3.75 %
  • The weighted-average grant price for restricted stock granted during the years is summarized below:
Year ended December 31,
2025 2024 2023
Weighted-average grant date fair value for restricted stock $ 77.26 $ 60.36 $ 68.28
  • The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
Year ended December 31,
2025 2024 2023
Intrinsic value of restricted stock vested $ 17,820 $ 19,254 $ 19,717
  • As of December 31, 2025, there was $25.5 million of unrecognized compensation cost related to non-vested restricted stock granted under the Parent Company's Plan. When recognized, this compensation results in additional paid in capital in the accompanying Consolidated Statements of Equity of the Parent Company and in general partner preferred and common units in the accompanying Consolidated Statements of Capital of the Operating Partnership. This unrecognized compensation cost is expected to be recognized over the next three years. The Company issues new restricted stock from its authorized shares available at the date of grant.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

  • Saving and Retirement Plans

401(k) Retirement Plan

The Company maintains a 401(k) retirement plan covering substantially all employees and permits participants to defer eligible compensation up to the maximum allowable amount determined by the IRS. This deferred compensation, together with Company matching contributions equal to 100% of employee deferrals up to a maximum of $5,000 of their eligible compensation, is fully vested and funded as of December 31, 2025. Additionally, an annual profit sharing contribution may be made, which are fully vested after three years in service. Costs for Company contributions to the plan totaled $5.7 million, $5.6 million, and $5.3 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Non-Qualified Deferred Compensation Plan ("NQDCP")

The Company maintains a NQDCP which allows select employees and directors to defer part or all of their cash bonus, director fees, and vested restricted stock units. All contributions into the participants' accounts are fully vested upon contribution to the NQDCP and are deposited in a Rabbi trust.

The following table reflects the balances of the assets and deferred compensation liabilities of the Rabbi trust and related participant account obligations in the accompanying Consolidated Balance Sheets, excluding Regency stock:

Year ended December 31,
(in thousands) 2025 2024 Location in Consolidated Balance Sheets
Assets:
Securities $ 34,113 33,555 Other assets
Liabilities:
Deferred compensation obligation $ 34,032 33,473 Accounts payable and other liabilities

Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment income in the accompanying Consolidated Statements of Operations. Changes in participant obligations, which is based on changes in the value of their investment elections, is recognized within General and administrative expenses within the accompanying Consolidated Statements of Operations.

Investments in shares of the Company's common stock are included, at cost, as Treasury stock in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. The participant's deferred compensation liability attributable to the participants' investments in shares of the Company's common stock are included, at cost, within Additional paid in capital in the accompanying Consolidated Balance Sheets of the Parent Company and as a reduction of General partner capital in the accompanying Consolidated Balance Sheets of the Operating Partnership. Changes in participant account balances related to the Regency common stock fund are recorded directly within shareholders' equity.

  • Earnings per Share and Unit

Parent Company Earnings per Share

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

Year ended December 31,
(in thousands, except per share data) 2025 2024 2023
Numerator:
Net income attributable to common shareholders - basic $ 513,810 386,738 359,500
Net income attributable to common shareholders - diluted $ 513,810 386,738 359,500
Denominator:
Weighted average common shares outstanding for basic EPS 181,902 182,817 176,085
Weighted average common shares outstanding for diluted EPS (1) 182,234 183,040 176,371
Net income per common share – basic $ 2.82 2.12 2.04
Net income per common share – diluted $ 2.82 2.11 2.04
  • Using the treasury stock method, the calculation includes the dilutive effect of unvested restricted stock and shares to be issued under the forward sale agreements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

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 2,304,079, 1,099,187 and 953,085 for the year ended December 31, 2025, 2024 and 2023, respectively.

Operating Partnership Earnings per Unit

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

Year ended December 31,
(in thousands, except per unit data) 2025 2024 2023
Numerator:
Net income attributable to common unit holders - basic $ 520,879 389,076 361,508
Net income attributable to common unit holders - diluted $ 520,879 389,076 361,508
Denominator:
Weighted average common units outstanding for basic EPU 184,206 183,916 177,038
Weighted average common units outstanding for diluted EPU (1) 184,538 184,139 177,324
Net income per common unit – basic $ 2.83 2.12 2.04
Net income per common unit – diluted $ 2.82 2.11 2.04
  • Using the treasury stock method, the calculation includes the dilutive effect of unvested restricted units and units to be issued under the forward sale agreements.

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.

  • Segment Information

The Company's business consists of acquiring, developing, owning, and operating income-producing retail real estate in the United States of America ("USA" or "United States"). The Company owns and manages a portfolio of neighborhood and community shopping centers, anchored primarily by grocers. Nearly all of the Company's consolidated revenues are generated from real estate investments in shopping centers.

The Company derives revenue primarily by leasing retail spaces to tenants under long-term leases with varying terms that generally provide for fixed payments of base rent with stated increases over the lease term. Some leases also include provisions for additional percentage rent based on tenant sales performance. Additionally, most lease agreements contain provisions requiring tenants to reimburse their share of actual real estate taxes, insurance and CAM costs incurred by the Company.

The Company’s CODM is the Executive Committee, which is comprised of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, and the Chief Investment Officer. The CODM evaluates the performance of shopping centers and allocates resources on an individual property basis. Consequently, the Company defines its operating segments as individual properties. These operating segments are aggregated into one reportable segment due to similarities in the nature and economics of the centers, tenant profiles, operating processes, and long-term financial performance. The accounting policies for the shopping centers segment are consistent with those described in the Summary of Significant Accounting Policies.

The CODM assesses the performance of each shopping center and allocates resources based on Net Operating Income (“NOI”). NOI is calculated as the sum of base rent, percentage rent, termination fee income, tenant recoveries, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, termination expense, and uncollectible lease income. NOI excludes items such as straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. The Company’s NOI also includes its share of NOI from unconsolidated real estate investment partnerships. The Company does not report asset information for the segment because it is not used to evaluate performance or regularly provided to the CODM.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

The CODM uses NOI to evaluate income generated from shopping centers (i.e., return on assets) and to guide decisions on capital investments. These decisions may include acquisitions, investments in real estate developments and/or capital improvement.

The following tables provide information about the shopping centers segment revenues, significant expenses, NOI and the reconciliations of these amounts to the Company’s consolidated Net income and Total revenues:

Year ended December 31,
2025 2024 2023
Lease income $ 1,655,538 1,548,929 1,413,079
Other property income 14,818 15,450 12,260
Less:
Straight-line rent on lease income (27,224 ) (22,193 ) (13,559 )
Above/below market rent amortization, net (25,265 ) (25,612 ) (31,604 )
Total real estate revenues 1,617,867 1,516,574 1,380,176
Operating expenses (1) (284,468 ) (267,660 ) (247,792 )
Real estate taxes (209,958 ) (201,546 ) (181,096 )
NOI $ 1,123,441 1,047,368 951,288
Reconciliation of Total real estate revenues to Total revenues:
Total real estate revenues 1,617,867 1,516,574 1,380,176
Consolidated:
Straight-line rent on lease income 24,495 20,300 10,788
Above/below market rent amortization, net 24,428 24,843 30,826
Management, transaction, and other fees 28,358 27,874 26,954
Add: Share of noncontrolling interests 12,079 11,859 10,865
Less: Share of unconsolidated real estate partnerships (153,703 ) (147,546 ) (137,143 )
Total revenues $ 1,553,524 1,453,904 1,322,466
  • Operating expenses include Operating and maintenance, Ground rent and Termination expense
Year ended December 31,
2025 2024 2023
Reconciliation of NOI to Net income:
NOI 1,123,441 1,047,368 951,288
Consolidated:
Straight-line rent on lease income 24,495 20,300 10,788
Above/below market rent amortization, net 24,428 24,843 30,826
Management, transaction, and other fees 28,358 27,874 26,954
Straight-line rent on ground rent (1,343 ) (1,350 ) (1,405 )
Above/below market ground rent amortization (2,138 ) (2,142 ) (1,696 )
Depreciation and amortization (405,044 ) (394,714 ) (352,282 )
General and administrative (99,407 ) (101,465 ) (97,806 )
Other operating expenses (8,849 ) (10,867 ) (9,459 )
Other expense, net (175,613 ) (154,260 ) (147,824 )
Add: Share of noncontrolling interests excluded from NOI 8,400 8,293 7,571
Less: Equity in income of investments in real estate excluded from NOI 24,223 (54,040 ) (46,088 )
Net income $ 540,951 409,840 370,867

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2025

  • 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.

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 $19.2 million and $17.3 million for environmental assessment and remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024, 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 and $10.9 million in letters of credit outstanding as of December 31, 2025, and 2024, respectively.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
111 Kraft Avenue NY $ 1,220 3,932 129 1,220 4,061 5,281 (266 ) 1902 2023
1175 Third Avenue NY 40,560 25,617 6,752 40,560 32,369 72,929 (6,886 ) 1995 2017
1225-1239 Second Ave NY 23,033 17,173 (87 ) 23,033 17,086 40,119 (3,831 ) 1987 2017
22 Crescent Road CT 2,198 272 (318 ) 2,152 2,152 1984 2017
260-270 Sawmill Road NY 3,943 58 3,943 58 4,001 (10 ) 1953 2023
27 Purchase Street NY 903 2,239 133 903 2,372 3,275 (166 ) 2023
410 South Broadway NY 2,372 1,603 2,372 1,603 3,975 (105 ) 1936 2023
470 Main Street CT 1,021 4,361 133 1,021 4,494 5,515 (410 ) 1972 2023
48 Purchase Street NY 1,214 4,414 32 1,214 4,446 5,660 (283 ) 2023
4S Commons Town Center CA 30,760 35,830 4,545 30,812 40,323 71,135 (33,265 ) 2004 2004
6401 Roosevelt WA 2,685 934 356 2,685 1,290 3,975 (248 ) 1929 2019
90 - 30 Metropolitan Avenue NY 16,614 24,171 598 16,614 24,769 41,383 (6,318 ) 2007 2017
91 Danbury Road CT 732 851 20 732 871 1,603 (247 ) 1965 2017
970 High Ridge Center CT 5,695 5,204 375 5,695 5,579 11,274 (455 ) 1960 2023
Airport Plaza CT 1,293 11,119 35 1,293 11,154 12,447 (825 ) 1974 2023
Alafaya Village FL 3,004 5,852 340 3,004 6,192 9,196 (1,823 ) 1986 2017
Alden Bridge TX (26,000 ) 17,014 21,958 881 17,014 22,839 39,853 (4,186 ) 1998 2002
Aldi Square CT 6,394 1,704 (28 ) 6,394 1,676 8,070 (242 ) 2014 2023
Amerige Heights Town Center CA 10,109 11,288 1,860 10,109 13,148 23,257 (7,760 ) 2000 2000
Anastasia Plaza FL 9,065 17,378 6,793 19,650 26,443 (2,280 ) In Process 1993
Apple Valley Square MN 5,438 21,328 (4,408 ) 5,451 16,907 22,358 (3,391 ) 1998 2006
Arcadian Shopping Center NY 14,546 26,716 697 14,546 27,413 41,959 (2,156 ) 1978 2023
Ashburn Farm Village Center VA 10,418 21,185 11 10,418 21,196 31,614 (180 ) 1996 2025
Ashford Place GA 2,584 9,865 2,380 2,584 12,245 14,829 (10,358 ) 1993 1997
Atlantic Village FL 4,282 18,827 2,303 4,868 20,544 25,412 (7,993 ) 2014 2017
Avenida Biscayne FL 88,098 20,771 19,325 94,992 33,202 128,194 (5,853 ) In Process 2017
Aventura Shopping Center FL 2,751 10,459 11,401 9,486 15,125 24,611 (7,110 ) 2017 1994
Baederwood Shopping Center PA (24,365 ) 12,016 33,556 1,044 12,016 34,600 46,616 (4,600 ) 1999 2023
Balboa Mesa Shopping Center CA 23,074 33,838 14,552 27,758 43,706 71,464 (23,930 ) 2014 2012
Banco Popular Building FL 2,160 1,137 (1,294 ) 2,003 2,003 1971 2017
Baybrook East TX 17,144 8,429 11 17,144 8,440 25,584 (128 ) 2025 2025
Belleview Square CO 8,132 9,756 5,308 8,323 14,873 23,196 (11,969 ) 2013 2004
Belmont Chase VA 13,881 17,193 (122 ) 14,372 16,580 30,952 (11,531 ) 2014 2014
Berkshire Commons FL 2,295 9,551 3,159 2,965 12,040 15,005 (10,566 ) 1992 1994
Bethany Park Place TX (10,200 ) 4,832 12,405 549 4,832 12,954 17,786 (2,465 ) 1998 1998
Bethel Hub Center CT 1,738 3,918 178 1,738 4,096 5,834 (354 ) 1957 2023
Biltmore Shopping Center NY 4,632 3,766 358 4,632 4,124 8,756 (286 ) 1967 2023
Bird 107 Plaza FL 10,371 5,136 168 10,371 5,304 15,675 (1,878 ) 1990 2017
Bird Ludlam FL 42,663 38,481 1,470 42,663 39,951 82,614 (12,355 ) 1998 2017
Black Rock CT (14,939 ) 22,251 20,815 763 22,251 21,578 43,829 (8,730 ) 1996 2014
Blakeney Town Center NC 82,411 89,165 7,297 82,416 96,457 178,873 (15,050 ) 2006 2021
Bloomfield Crossing NJ 3,365 11,453 6 3,365 11,459 14,824 (919 ) 2023
Bloomingdale Square FL 3,940 14,912 23,786 8,639 33,999 42,638 (17,022 ) 2021 1998
Blossom Valley CA (22,300 ) 31,988 5,850 1,169 31,988 7,019 39,007 (1,516 ) 1992 1999
Boca Village Square FL 43,888 9,726 469 43,888 10,195 54,083 (4,378 ) 2014 2017
Boonton ACME Shopping Center NJ (10,123 ) 8,664 9,601 26 8,664 9,627 18,291 (825 ) 1999 2023

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
Boulevard Center CO 3,659 10,787 5,360 3,659 16,147 19,806 (10,859 ) 1986 1999
Boynton Lakes Plaza FL 2,628 11,236 5,409 3,597 15,676 19,273 (10,873 ) 2012 1997
Boynton Plaza FL 12,879 20,713 910 12,879 21,623 34,502 (6,987 ) 2015 2017
Brentwood Place TN (43,500 ) 38,644 86,065 139 38,644 86,204 124,848 (2,559 ) 2007/2016 2025
Brentwood Plaza MO 2,788 3,473 832 2,788 4,305 7,093 (2,164 ) 2002 2007
Briarcliff La Vista GA 694 3,292 1,536 694 4,828 5,522 (3,691 ) 1962 1997
Briarcliff Village GA 4,597 24,836 6,164 5,519 30,078 35,597 (24,775 ) 1990 1997
Brick Walk CT (30,234 ) 25,299 41,995 2,807 25,299 44,802 70,101 (16,215 ) 2007 2014
BridgeMill Market GA 7,521 13,306 1,802 7,522 15,107 22,629 (5,561 ) 2000 2017
Bridgepark Plaza CA (17,383 ) 26,014 38,774 53 26,014 38,827 64,841 (773 ) 2021 2025
Bridgeton MO 3,033 8,137 806 3,067 8,909 11,976 (4,547 ) 2005 2007
Brighten Park GA 3,983 18,687 12,259 3,887 31,042 34,929 (25,418 ) 2016 1997
Broadway Plaza NY 40,723 42,170 3,518 40,723 45,688 86,411 (13,444 ) 2014 2017
Brooklyn Station on Riverside FL 7,019 8,688 568 6,998 9,277 16,275 (4,228 ) 2013 2013
Brookside Plaza CT 35,161 17,494 10,171 36,238 26,588 62,826 (10,246 ) 2006 2017
Buckhead Court GA 1,417 7,432 4,831 1,417 12,263 13,680 (11,147 ) 1984 1997
Buckhead Landing GA 45,502 16,642 21,883 51,819 32,208 84,027 (5,393 ) 1998/2024 2017
Buckhead Station GA 70,411 36,518 3,277 70,448 39,758 110,206 (13,410 ) 1996 2017
Buckley Square CO 2,970 5,978 1,901 2,921 7,928 10,849 (5,716 ) 1978 1999
Caligo Crossing FL 2,459 4,897 187 2,546 4,997 7,543 (4,521 ) 2007 2007
Cambridge Square GA 774 4,347 15,673 6,298 14,496 20,794 (2,001 ) In Process 1996
Carmel Commons NC 2,466 12,548 6,285 3,419 17,880 21,299 (14,000 ) 2012 1997
Carmel ShopRite Plaza NY 5,828 15,321 1,041 5,828 16,362 22,190 (1,170 ) 1981 2023
Carriage Gate FL 833 4,974 3,393 1,302 7,898 9,200 (7,680 ) 2013 1994
Carytown Exchange VA 24,121 22,502 (25 ) 24,122 22,476 46,598 (7,289 ) 2022 2018
Cashmere Corners FL 3,187 9,397 775 3,187 10,172 13,359 (4,101 ) 2016 2017
Cedar Commons MN 4,704 16,748 629 4,716 17,365 22,081 (3,146 ) 1999 2011
Cedar Hill Shopping Center NJ (6,585 ) 7,266 9,372 451 7,266 9,823 17,089 (828 ) 1971 2023
Centerplace of Greeley III CO 6,661 11,502 754 4,607 14,310 18,917 (8,679 ) 2007 2007
Charlotte Square FL 1,141 6,845 1,490 1,141 8,335 9,476 (3,790 ) 1980 2017
Chasewood Plaza FL 4,612 20,829 7,056 6,886 25,611 32,497 (23,823 ) 2015 1993
Chastain Square GA 30,074 12,644 2,519 30,074 15,163 45,237 (6,370 ) 2001 2017
Cherry Grove OH 3,533 15,862 6,663 3,533 22,525 26,058 (16,093 ) 2012 1998
Chestnut Ridge Shopping Center NJ 12,927 5,530 51 12,927 5,581 18,508 (220 ) 1965 2025
Chilmark Shopping Center NY 4,952 15,407 202 4,952 15,609 20,561 (1,170 ) 1963 2023
Chimney Rock NJ 23,623 48,200 1,352 23,623 49,552 73,175 (25,633 ) 2016 2016
Circle Center West CA 22,930 9,028 3,715 23,173 12,500 35,673 (3,694 ) 1989 2017
Circle Marina Shops & Mrktplc. (fka Circle Marina Center) CA 29,303 18,437 14,726 32,173 30,293 62,466 (4,970 ) 1994 2019
CityLine Market TX 12,208 15,839 590 12,306 16,331 28,637 (8,169 ) 2014 2014
CityLine Market Phase II TX 2,744 3,081 110 2,744 3,191 5,935 (1,414 ) 2015 2015
Clayton Valley Shopping Center CA 24,189 35,422 3,177 24,538 38,250 62,788 (32,543 ) 2004 2003
Clocktower Plaza Shopping Ctr NY 49,630 19,624 629 49,630 20,253 69,883 (6,562 ) 1995 2017
Clybourn Commons IL 15,056 5,594 618 15,056 6,212 21,268 (2,619 ) 1999 2014
Cochran's Crossing TX 13,154 12,315 2,711 13,154 15,026 28,180 (13,065 ) 1994 2002
Compo Acres Shopping Center CT 28,627 10,395 1,273 28,627 11,668 40,295 (3,564 ) 2011 2017

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
Compo Shopping Center CT 15,651 29,034 228 15,651 29,262 44,913 (1,712 ) 1953 2024
Concord Shopping Plaza FL 30,819 36,506 2,197 31,272 38,250 69,522 (10,963 ) 1993 2017
Copps Hill Plaza CT 29,515 40,673 8,605 29,514 49,279 78,793 (13,147 ) 2002 2017
Coral Reef Shopping Center FL 14,922 15,200 2,814 15,332 17,604 32,936 (6,255 ) 1990 2017
Corkscrew Village FL 8,407 8,004 888 8,407 8,892 17,299 (5,117 ) 1997 2007
Cornerstone Square GA 1,772 6,944 2,136 1,772 9,080 10,852 (7,798 ) 1990 1997
Corral Hollow CA 8,887 24,121 2,476 8,932 26,552 35,484 (3,510 ) 2000 2000
Corvallis Market Center OR 6,674 12,244 1,050 6,696 13,272 19,968 (9,074 ) 2006 2006
Cos Cob Commons CT 6,608 14,967 705 6,608 15,672 22,280 (1,185 ) 1986 2023
Cos Cob Plaza CT (3,577 ) 4,030 4,225 74 4,030 4,299 8,329 (324 ) 1947 2023
Country Walk Plaza FL 18,713 20,373 460 18,713 20,833 39,546 (5,914 ) 2008 2017
Countryside Shops FL 17,982 35,574 16,274 23,175 46,655 69,830 (19,566 ) 1991/2018 2017
Courtyard Shopping Center FL 5,867 4 3 5,867 7 5,874 (3 ) 1987 1993
Culver Center CA 108,841 32,308 4,240 108,841 36,548 145,389 (12,100 ) 2000 2017
Danbury Green CT 30,303 19,255 2,406 30,305 21,659 51,964 (6,680 ) 2006 2017
Danbury Square CT 6,592 23,543 4,362 6,697 27,800 34,497 (1,928 ) 1987 2023
Dardenne Crossing MO 4,194 4,005 912 4,343 4,768 9,111 (3,041 ) 1996 2007
Darinor Plaza CT 693 32,140 1,095 711 33,217 33,928 (10,603 ) 1978 2017
DeCicco's Plaza NY 8,890 23,368 1,975 8,890 25,343 34,233 (1,850 ) 1978 2023
Diablo Plaza CA 5,300 8,181 3,481 5,300 11,662 16,962 (7,931 ) 1982 1999
District Shops of Pelham Manor NY 4,708 6,243 209 4,711 6,449 11,160 (482 ) 1960 2023
Dunwoody Hall GA (13,800 ) 15,145 12,110 957 15,145 13,067 28,212 (2,459 ) 1986 1997
Dunwoody Village GA 3,342 15,934 8,703 3,417 24,562 27,979 (20,203 ) 1975 1997
East Meadow Plaza NY 13,135 25,070 8,831 13,186 33,850 47,036 (5,094 ) In Process 2023
East Pointe OH 1,730 7,189 2,727 1,941 9,705 11,646 (8,285 ) 2014 1998
East San Marco FL 4,897 14,933 (141 ) 4,752 14,937 19,689 (2,107 ) 2022 2007
Eastchester Plaza NY 5,017 7,379 107 5,017 7,486 12,503 (542 ) 1963 2023
Eastport NY 2,985 5,649 1,087 2,947 6,774 9,721 (1,439 ) 1980 2021
El Camino Shopping Center CA 7,600 11,538 16,063 10,328 24,873 35,201 (16,384 ) 2017 1999
El Cerrito Plaza CA 11,025 27,371 9,798 11,025 37,169 48,194 (18,652 ) 2000 2000
El Norte Pkwy Plaza CA 2,834 7,370 3,443 3,263 10,384 13,647 (7,803 ) 2013 1999
Emerson Plaza NJ 8,615 7,835 553 8,699 8,304 17,003 (1,392 ) 1981 2023
Encina Grande CA 5,040 11,572 20,680 10,518 26,774 37,292 (20,326 ) 2016 1999
Fairfield Center CT 6,731 29,420 2,326 6,731 31,746 38,477 (11,061 ) 2000 2014
Fairfield Crossroads CT 9,982 9,796 18 9,982 9,814 19,796 (835 ) 1995 2023
Falcon Marketplace CO 1,340 4,168 602 1,246 4,864 6,110 (3,565 ) 2005 2005
Fellsway Plaza MA (33,727 ) 30,712 7,327 10,645 35,258 13,426 48,684 (10,425 ) 2016 2013
Ferry Street Plaza NJ (8,131 ) 7,960 24,439 246 7,960 24,685 32,645 (1,824 ) 1995 2023
Firstfield Shopping Center MD 5,003 13,808 26 5,015 13,822 18,837 (113 ) 2014 2025
Fleming Island FL 3,077 11,587 4,009 3,111 15,562 18,673 (10,829 ) 2000 1998
Fountain Square FL 29,722 29,041 568 29,784 29,547 59,331 (17,739 ) 2013 2013
French Valley Village Center CA 11,924 16,856 777 11,822 17,735 29,557 (16,922 ) 2004 2004
Friars Mission Center CA 6,660 28,021 3,407 6,660 31,428 38,088 (21,264 ) 1989 1999
Gardens Square FL 2,136 8,273 878 1,775 9,512 11,287 (6,795 ) 1991 1997
Gateway Shopping Center PA 52,665 7,134 13,887 55,087 18,599 73,686 (22,900 ) 2016 2004
Gelson's Westlake Market Plaza CA 3,157 11,153 6,897 4,654 16,553 21,207 (11,667 ) 2016 2002

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
Glen Oak Plaza IL 4,103 12,951 2,413 4,124 15,343 19,467 (7,030 ) 1967 2010
Glenwood Green NJ 26,463 28,543 1 26,463 28,544 55,007 (4,449 ) 2024 2023
Glenwood Village NC 1,194 5,381 891 1,194 6,272 7,466 (5,417 ) 1983 1997
Golden Hills Plaza CA 12,699 18,482 4,208 11,521 23,868 35,389 (15,667 ) 2017 2006
Grand Ridge Plaza WA 24,208 61,033 6,752 24,918 67,075 91,993 (38,524 ) 2018 2012
Greenwich Commons CT (4,461 ) 3,831 6,990 (22 ) 3,831 6,968 10,799 (472 ) 1961 2023
Greenwood Shopping Centre FL 7,777 24,829 1,205 7,777 26,034 33,811 (8,998 ) 1994 2017
H Mart Plaza NJ 1,296 2,469 1,296 2,469 3,765 (169 ) 1967 2023
Hancock TX 8,232 28,260 (9,585 ) 4,604 22,303 26,907 (12,097 ) 1998 1999
Harpeth Village Fieldstone TN 2,284 9,443 1,587 2,284 11,030 13,314 (7,431 ) 1998 1997
Harrison Shopping Square NY 6,034 5,195 659 6,353 5,535 11,888 (416 ) 1958 2023
Hasley Canyon Village CA (16,000 ) 17,630 8,231 240 17,630 8,471 26,101 (1,543 ) 2003 2003
Heritage 202 Center NY 1,694 5,901 368 1,695 6,268 7,963 (476 ) 1989 2023
Heritage Plaza CA 12,390 26,097 15,348 12,215 41,620 53,835 (25,173 ) 2012 1999
Hershey PA 7 808 13 7 821 828 (670 ) 2000 2000
Hewlett Crossing I & II NY 11,850 18,205 2,554 11,850 20,759 32,609 (4,597 ) 1954 2018
Hibernia Pavilion FL 4,929 5,065 353 4,929 5,418 10,347 (4,772 ) 2006 2006
High Ridge Center CT (10,000 ) 26,078 21,460 805 26,092 22,251 48,343 (1,741 ) 1968 2023
Hillcrest Village TX 1,600 1,909 271 1,600 2,180 3,780 (1,353 ) 1991 1999
Hilltop Village CO 2,995 4,581 4,845 3,104 9,317 12,421 (6,483 ) 2018 2002
Hinsdale Lake Commons IL 5,734 16,709 12,248 8,343 26,348 34,691 (20,509 ) 2015 1998
Holly Park NC 8,975 23,799 2,743 8,828 26,689 35,517 (11,070 ) 1969 2013
Howell Mill Village GA 5,157 14,279 8,108 9,610 17,934 27,544 (10,198 ) 1984 2004
Hyde Park OH 9,809 39,905 18,623 10,215 58,122 68,337 (36,950 ) 1995 1997
Indian Springs Center TX 24,974 25,903 1,495 25,050 27,322 52,372 (11,094 ) 2003 2002
Indigo Square SC 8,087 9,849 (26 ) 8,087 9,823 17,910 (4,075 ) 2017 2017
Inglewood Plaza WA 1,300 2,159 1,373 1,300 3,532 4,832 (2,525 ) 1985 1999
Island Village WA 12,354 23,660 726 12,361 24,379 36,740 (3,545 ) 2013 2023
Jordan Ranch TX 16,465 29,318 16,465 29,318 45,783 (294 ) 2025 2024
Keller Town Center TX 2,294 12,841 1,657 2,404 14,388 16,792 (9,203 ) 2014 1999
Kirkman Shoppes FL 9,364 26,243 1,082 9,367 27,322 36,689 (8,903 ) 2015 2017
Kirkwood Commons MO 6,772 16,224 1,954 6,802 18,148 24,950 (8,384 ) 2000 2007
Klahanie Shopping Center WA 14,451 20,089 1,157 14,451 21,246 35,697 (6,533 ) 1998 2016
Knotts Landing CT 2,062 23,536 99 2,062 23,635 25,697 (1,413 ) 1994 2023
Kroger New Albany Center OH 3,844 6,599 1,594 3,844 8,193 12,037 (7,285 ) 1999 1999
Lake Mary Centre FL 24,036 57,476 3,391 24,036 60,867 84,903 (21,506 ) 2015 2017
Lake Pine Plaza NC 2,008 7,632 1,109 2,029 8,720 10,749 (6,341 ) 1997 1998
Lakeview Shopping Center NY (10,407 ) 6,341 22,296 1,286 6,341 23,582 29,923 (2,057 ) 1981 2023
Lebanon/Legacy Center TX 3,913 7,874 1,764 3,913 9,638 13,551 (8,100 ) 2002 2000
Littleton Square CO 2,030 8,859 (3,274 ) 2,433 5,182 7,615 (3,882 ) 2015 1999
Lloyd King Center CO 1,779 10,060 1,863 1,779 11,923 13,702 (8,302 ) 1998 1998
Lower Nazareth Commons PA 15,992 12,964 4,165 16,343 16,778 33,121 (15,745 ) 2012 2007
Main & Bailey CT 603 13,428 293 603 13,721 14,324 (966 ) 1950 2023
Mandarin Landing FL 7,913 27,230 13,396 10,625 37,914 48,539 (9,371 ) 2024 2017
Market at Colonnade Center NC 6,455 9,839 569 6,160 10,703 16,863 (6,875 ) 2009 2009
Market at Preston Forest TX 4,400 11,445 2,402 4,400 13,847 18,247 (9,544 ) 1990 1999

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
Market at Round Rock TX 2,000 9,676 10,106 1,996 19,786 21,782 (12,611 ) 1987 1999
Market at Springwoods Village TX 12,592 12,809 222 12,592 13,031 25,623 (6,480 ) 2018 2016
Marketplace at Briargate CO 1,706 4,885 373 1,727 5,237 6,964 (3,792 ) 2006 2006
McLean Plaza NY (5,000 ) 12,527 12,039 231 12,534 12,263 24,797 (996 ) 1982 2023
Meadtown Shopping Center NJ (8,765 ) 9,961 15,328 633 9,961 15,961 25,922 (1,302 ) 1961 2023
Mellody Farm IL 35,628 66,847 111 35,639 66,947 102,586 (24,530 ) 2017 2017
Mercantile East CA (33,000 ) 43,971 38,213 1,267 43,971 39,480 83,451 (819 ) 2023 2025
Mercantile West CA (40,600 ) 20,062 45,218 42 20,062 45,260 65,322 (861 ) 2025 2025
Melrose Market WA 4,451 10,807 (72 ) 4,451 10,735 15,186 (2,277 ) 2009 2019
Midland Park Shopping Center NJ (16,588 ) 9,814 24,226 1,874 9,814 26,100 35,914 (2,239 ) 1966 2023
Millhopper Shopping Center FL 1,073 5,358 6,120 1,901 10,650 12,551 (8,771 ) 2017 1993
Mockingbird Commons TX 3,000 10,728 3,822 3,000 14,550 17,550 (9,975 ) 1987 1999
Monument Jackson Creek CO 2,999 6,765 1,464 2,999 8,229 11,228 (7,213 ) 1999 1998
Morningside Plaza CA 4,300 13,951 1,266 4,300 15,217 19,517 (10,568 ) 1996 1999
Murrayhill Marketplace OR 2,670 18,401 15,100 2,903 33,268 36,171 (22,926 ) 2016 1999
Naples Walk FL 18,173 13,554 2,476 18,173 16,030 34,203 (9,601 ) 1999 2007
New City PCSB Bank Pad NY 837 1,306 (2,143 ) 1973 2023
New Milford Plaza CT 7,955 18,349 127 7,955 18,476 26,431 (1,482 ) 1970 2023
Newberry Square FL 2,412 10,150 2,085 2,412 12,235 14,647 (10,978 ) 1986 1994
Newfield Green CT (18,175 ) 22,993 7,778 107 22,993 7,885 30,878 (843 ) 1966 2023
Newland Center CA 12,500 10,697 9,509 16,276 16,430 32,706 (13,687 ) 2016 1999
Nocatee Town Center FL 10,124 8,691 9,305 11,045 17,075 28,120 (12,850 ) 2017 2007
Nohl Plaza CA 1,688 6,733 317 1,688 7,050 8,738 (801 ) 1966 2023
North Hills TX 4,900 19,774 2,293 4,900 22,067 26,967 (13,629 ) 1995 1999
Northgate Marketplace OR 5,668 13,727 403 4,955 14,843 19,798 (9,415 ) 2011 2011
Northgate Marketplace Ph II OR 12,189 30,171 105 12,159 30,306 42,465 (13,544 ) 2015 2015
Northgate Plaza (Maxtown Road) OH 1,769 6,652 5,080 2,840 10,661 13,501 (8,169 ) 2017 1998
Northgate Square FL 5,011 8,692 1,236 5,011 9,928 14,939 (6,078 ) 1995 2007
Northlake Village TN 2,662 11,284 6,353 2,662 17,637 20,299 (9,371 ) 2013 2000
Oakshade Town Center CA (2,369 ) 6,591 28,966 4,344 6,591 33,310 39,901 (14,620 ) 1998 2011
Oakbrook Plaza CA 4,000 6,668 6,432 4,766 12,334 17,100 (8,273 ) 2017 1999
Oakleaf Commons FL 3,503 11,671 2,286 3,173 14,287 17,460 (10,412 ) 2006 2006
Oakley Shops at Laurel Fields CA 10,963 22,825 10,963 22,825 33,788 (392 ) 2024 2024
Ocala Corners FL 1,816 10,515 1,775 1,816 12,290 14,106 (6,943 ) 2000 2000
Old Greenwich CVS CT (799 ) 3,704 2,065 7 3,711 2,065 5,776 (149 ) 1941 2023
Old Kings Market CT (22,111 ) 17,091 26,274 375 17,092 26,648 43,740 (1,943 ) 1955 2023
Old St Augustine Plaza FL 2,368 11,405 13,655 3,455 23,973 27,428 (15,723 ) 2017/2020 1996
Orange Meadows CT 6,459 19,441 1,183 6,461 20,622 27,083 (2,202 ) 1990 2023
Orangetown Shopping Center NY 4,716 15,472 1,140 5,684 15,644 21,328 (1,201 ) 1966 2023
Pablo Plaza FL 11,894 21,407 12,354 14,135 31,520 45,655 (13,565 ) 2020 2017
Paces Ferry Plaza GA 2,812 12,639 21,439 13,803 23,087 36,890 (17,086 ) 2018 1997
Panther Creek TX 14,414 14,748 7,378 15,212 21,328 36,540 (17,724 ) 1994 2002
Pavilion FL 15,626 22,124 1,546 15,626 23,670 39,296 (8,822 ) 2011 2017
Peartree Village TN 5,197 19,746 1,020 5,197 20,766 25,963 (16,226 ) 1997 1997
Persimmon Place CA 25,975 38,114 539 26,692 37,936 64,628 (21,756 ) 2014 2014
Pike Creek DE 5,153 20,652 10,330 5,885 30,250 36,135 (18,711 ) 2013 1998

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
Pine Island FL 21,086 28,123 2,217 21,086 30,340 51,426 (10,921 ) 1999 2017
Pine Lake Village WA 6,300 10,991 2,299 6,300 13,290 19,590 (9,185 ) 1989 1999
Pine Ridge Square FL 13,951 23,147 6,846 13,951 29,993 43,944 (7,669 ) 2013 2017
Pine Tree Plaza FL 668 6,220 1,220 668 7,440 8,108 (5,154 ) 1999 1997
Pinecrest Place FL 4,193 13,275 73 3,805 13,736 17,541 (4,858 ) 2017 2017
Plaza Escuela CA 24,829 104,395 4,305 24,829 108,700 133,529 (26,616 ) 2002 2017
Plaza Hermosa CA 4,200 10,109 4,657 4,202 14,764 18,966 (10,136 ) 2013 1999
Point 50 VA 15,239 11,367 294 14,628 12,272 26,900 (3,909 ) 2021 2007
Point Royale Shopping Center FL 18,201 14,889 7,145 19,405 20,830 40,235 (9,977 ) 2018 2017
Pompton Lakes Towne Square NJ 12,940 16,392 379 12,943 16,768 29,711 (1,384 ) 2000 2023
Post Road Plaza CT 15,240 5,196 176 15,240 5,372 20,612 (1,789 ) 1978 2017
Potrero Center CA 133,422 116,758 (87,857 ) 85,205 77,118 162,323 (19,505 ) 1997 2017
Powell Street Plaza CA 8,248 30,716 5,074 8,248 35,790 44,038 (22,318 ) 1987 2001
Powers Ferry Square GA 3,687 17,965 10,632 5,758 26,526 32,284 (25,022 ) 2013 1997
Powers Ferry Village GA 1,191 4,672 1,502 1,191 6,174 7,365 (4,926 ) 1994 1997
Prairie City Crossing CA 4,164 13,032 632 4,164 13,664 17,828 (8,392 ) 1999 1999
Preston Oaks TX 763 30,438 583 1,534 30,250 31,784 (7,686 ) 2022 2013
Prestonbrook TX 7,069 8,622 (484 ) 5,244 9,963 15,207 (8,798 ) 1998 1998
Prosperity Centre FL 11,682 26,215 1,153 11,681 27,369 39,050 (7,616 ) 1993 2017
Purchase Street Shops NY 466 1,388 21 466 1,409 1,875 (126 ) 2023
Putnam Plaza NY (16,531 ) 10,355 13,621 2,934 10,355 16,555 26,910 (736 ) 1971 2025
Ralphs Circle Center CA 20,939 6,317 492 20,939 6,809 27,748 (2,675 ) 1983 2017
Red Bank Village OH 10,336 9,500 1,668 9,755 11,749 21,504 (5,696 ) 2018 2006
Regency Commons OH 3,917 3,616 425 3,917 4,041 7,958 (3,153 ) 2004 2004
Regency Square FL 4,770 25,191 16,188 6,228 39,921 46,149 (30,373 ) 2013 1993
Ridgeway Shopping Center CT (40,688 ) 47,684 96,414 8,029 47,684 104,443 152,127 (7,804 ) 1952 2023
Franklin Pointe (fka Rite Aid Plaza-Waldwick Plaza) NJ 1,774 5,753 (42 ) 1,774 5,711 7,485 (370 ) 1953 2023
Rivertowns Square NY 15,505 52,505 5,976 16,853 57,133 73,986 (14,511 ) 2016 2018
Rona Plaza CA 1,500 4,917 582 1,500 5,499 6,999 (3,903 ) 1989 1999
Roosevelt Square WA 40,371 32,108 8,686 40,382 40,783 81,165 (10,891 ) 2017 2017
Russell Ridge GA 2,234 6,903 1,971 2,234 8,874 11,108 (6,877 ) 1995 1994
Ryanwood Square FL 10,581 10,044 545 10,581 10,589 21,170 (4,566 ) 1987 2017
Sammamish-Highlands WA 9,300 8,075 10,302 9,592 18,085 27,677 (13,411 ) 2013 1999
San Carlos Marketplace CA 36,006 57,886 969 36,006 58,855 94,861 (15,080 ) 2018 2017
San Leandro Plaza CA 1,300 8,226 1,930 1,300 10,156 11,456 (6,678 ) 1982 1999
Sandy Springs GA 6,889 28,056 5,365 6,889 33,421 40,310 (14,455 ) 2006 2012
Sawgrass Promenade FL 10,846 12,525 1,796 10,846 14,321 25,167 (5,165 ) 1998 2017
Scripps Ranch Marketplace CA 59,949 26,334 1,792 59,949 28,126 88,075 (7,940 ) 2017 2017
Sendero Marketplace CA (44,538 ) 27,171 31,206 11 27,171 31,217 58,388 (565 ) 2016 2025
Serramonte Center CA 390,106 172,652 118,710 423,587 257,881 681,468 (104,400 ) 2018/In Process 2017
Shaw's at Plymouth MA 3,968 8,367 3,968 8,367 12,335 (3,207 ) 1993 2017
Shelton Square CT 13,383 25,265 4,472 13,383 29,737 43,120 (2,975 ) 1982 2023
Sheridan Plaza FL 82,260 97,273 16,268 83,814 111,987 195,801 (35,029 ) 1991/2022 2017
Sherwood Crossroads OR 2,731 6,360 900 2,454 7,537 9,991 (4,740 ) 1999 1999

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
Shiloh Springs TX 5,236 11,802 1,199 5,236 13,001 18,237 (2,614 ) 1998 1998
Shoppes @ 104 FL 11,193 3,414 7,078 7,529 14,607 (4,967 ) 2018 1998
Shoppes at Homestead CA 5,420 9,450 2,829 5,420 12,279 17,699 (8,660 ) 1983 1999
Shoppes at Lago Mar FL 8,323 11,347 454 8,323 11,801 20,124 (4,482 ) 1995 2017
Shoppes at Sunlake Centre FL 16,643 15,091 6,683 18,001 20,416 38,417 (7,715 ) 2008 2017
Shoppes of Grande Oak FL 5,091 5,985 1,495 5,091 7,480 12,571 (6,518 ) 2000 2000
Shoppes of Jonathan's Landing FL 4,474 5,628 630 4,474 6,258 10,732 (2,135 ) 1997 2017
Shoppes of Oakbrook FL 20,538 42,992 (2,650 ) 20,538 40,342 60,880 (12,376 ) 2003 2017
Shoppes of Silver Lakes FL 17,529 21,829 2,496 17,529 24,325 41,854 (8,888 ) 1997 2017
Shoppes of Sunset FL 2,860 1,316 975 2,860 2,291 5,151 (719 ) 2009 2017
Shoppes of Sunset II FL 2,834 715 739 2,834 1,454 4,288 (553 ) 2009 2017
Shops at County Center VA 9,957 11,296 5,385 12,917 13,721 26,638 (13,139 ) 2005 2005
Shops at Erwin Mill NC (12,000 ) 9,082 6,124 596 9,087 6,715 15,802 (4,934 ) 2012 2012
Shops at John's Creek FL 1,863 2,014 76 1,501 2,452 3,953 (1,876 ) 2004 2003
Shops at Mira Vista TX (137 ) 11,691 9,026 881 11,691 9,907 21,598 (4,241 ) 2002 2014
Shops at Quail Creek CO 1,487 7,717 1,591 1,448 9,347 10,795 (5,414 ) 2008 2008
Shops at Saugus MA 19,201 17,984 1,204 18,974 19,415 38,389 (15,091 ) 2006 2006
Shops at Skylake FL 84,586 39,342 3,210 85,117 42,021 127,138 (16,034 ) 2006 2017
Shops at The Columbia DC 3,117 8,869 198 3,234 8,950 12,184 (1,301 ) 1991 2006
Shops on Main IN 17,020 27,055 21,768 19,648 46,195 65,843 (21,761 ) 2017/2020 2007
Sienna Grande Shops TX 5,516 6,349 5,516 6,349 11,865 (358 ) 2023 2023
Somers Commons NY 7,019 29,808 4,230 7,019 34,038 41,057 (2,968 ) 2003 2023
Sope Creek Crossing GA 2,985 12,001 3,885 3,332 15,539 18,871 (11,738 ) 2016 1998
South Beach Regional FL 28,188 53,405 16,145 28,515 69,223 97,738 (19,286 ) 1990 2017
South Pass Village NJ (19,258 ) 11,079 31,610 649 11,079 32,259 43,338 (2,511 ) 1965 2023
South Point FL 6,563 7,939 751 6,563 8,690 15,253 (3,172 ) 2003 2017
Southbury Green CT 26,661 34,325 9,381 29,743 40,624 70,367 (13,306 ) 2002 2017
Southcenter WA 1,300 12,750 2,793 1,300 15,543 16,843 (10,785 ) 1990 1999
Southpark at Cinco Ranch TX 18,395 11,306 7,801 21,438 16,064 37,502 (11,759 ) 2017 2012
SouthPoint Crossing NC 4,412 12,235 1,816 4,382 14,081 18,463 (9,702 ) 1998 1998
Staples Plaza-Yorktown Heights NY 7,131 47,704 1,386 7,131 49,090 56,221 (3,426 ) 1970 2023
Starke FL 71 1,683 15 71 1,698 1,769 (1,529 ) 2000 2000
Star's at Cambridge MA 31,082 13,520 (1 ) 31,082 13,519 44,601 (4,429 ) 1997 2017
Star's at West Roxbury MA 21,973 13,386 807 21,973 14,193 36,166 (4,493 ) 2006 2017
Station Centre @ Old Greenwich CT 9,121 7,603 655 9,121 8,258 17,379 (782 ) 1952 2023
Stefko Boulevard Shopping Center PA 5,042 11,847 120 5,042 11,967 17,009 (154 ) 1976 2025
Sterling Ridge TX 12,846 12,162 1,703 12,846 13,865 26,711 (12,323 ) 2000 2002
Stroh Ranch CO 4,280 8,189 1,278 4,280 9,467 13,747 (8,113 ) 1998 1998
Suncoast Crossing FL 9,030 10,764 4,829 13,374 11,249 24,623 (10,560 ) 2007 2007
Sunny Valley Shops CT 2,820 5,055 1,331 2,820 6,386 9,206 (586 ) 2003 2023
Talega Village Center CA 22,415 12,054 593 22,415 12,647 35,062 (3,603 ) 2007 2017
Tanasbourne Market OR 3,269 10,861 (294 ) 3,149 10,687 13,836 (7,642 ) 2006 2006
Tanglewood Shopping Center NY (2,163 ) 5,920 7,889 152 5,920 8,041 13,961 (678 ) 1953 2023
Tassajara Crossing CA 8,560 15,464 3,345 8,560 18,809 27,369 (12,549 ) 1990 1999
Tech Ridge Center TX 12,945 37,169 6,912 13,455 43,571 57,026 (23,545 ) 2020 2011
Terrace Shops CA (14,007 ) 5,684 14,587 12 5,684 14,599 20,283 (256 ) 2005 2025

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
The Abbot MA 72,910 6,086 52,460 79,219 52,237 131,456 (7,808 ) 1912/2024 2017
The Crossing Clarendon VA 154,932 126,328 63,230 161,409 183,081 344,490 (45,436 ) 2023/In Process 2016
The Dock-Dockside CT (32,125 ) 20,974 49,185 270 20,974 49,455 70,429 (3,690 ) 1974 2023
The Field at Commonwealth VA 31,057 18,248 (5,130 ) 25,731 18,444 44,175 (12,535 ) 2018 2017
The Gallery at Westbury Plaza NY 108,653 216,771 5,213 108,653 221,984 330,637 (61,933 ) 2013 2017
The Hub at Norwalk CT 20,394 21,261 1,401 21,220 21,836 43,056 (4,647 ) 2003 2017
The Hub Hillcrest Market CA 18,773 61,906 8,376 19,611 69,444 89,055 (27,554 ) 2015 2012
The Longmeadow Shops MA (13,000 ) 5,451 23,738 659 5,451 24,397 29,848 (1,946 ) 1962 2023
The Marketplace CA 10,927 36,052 1,815 10,927 37,867 48,794 (10,795 ) 1990 2017
The Meadows NY 12,325 21,378 1,243 12,267 22,679 34,946 (4,076 ) 1980 2021
The Plaza at St. Lucie West FL 1,718 6,204 219 1,718 6,423 8,141 (1,952 ) 2006 2017
The Point at Garden City Park NY 741 9,764 5,857 2,559 13,803 16,362 (6,700 ) 2018 2016
The Pruneyard CA 112,136 86,918 3,710 112,136 90,628 202,764 (20,903 ) 2014 2019
The Shops at Hampton Oaks GA 843 372 (178 ) 297 740 1,037 (448 ) 2009 2017
The Shops at Stone Bridge CT 21,397 40,486 21,397 40,486 61,883 (471 ) 2025 2024
The Shops at SunVet NY 15,628 73,756 15,628 73,756 89,384 (2,634 ) 2023 2023
The Village at Hunter's Lake FL 9,735 12,988 40 9,735 13,028 22,763 (4,634 ) 2018 2018
The Village at Riverstone TX 17,179 13,013 116 17,179 13,129 30,308 (5,123 ) 2016 2016
Town and Country FL 4,664 5,207 116 4,664 5,323 9,987 (2,658 ) 1993 2017
Town Square FL 883 8,132 918 883 9,050 9,933 (6,308 ) 1999 1997
Towne Centre at Somers NY 3,235 30,998 345 3,236 31,342 34,578 (2,225 ) 1988 2023
Treasure Coast Plaza FL 7,553 21,554 1,800 7,553 23,354 30,907 (7,704 ) 1983 2017
Tustin Legacy CA 13,829 23,922 290 13,828 24,213 38,041 (9,587 ) 2017 2016
Twin City Plaza MA 17,245 44,225 2,796 17,263 47,003 64,266 (24,823 ) In Process 2006
Twin Peaks CA 5,200 25,827 9,789 6,587 34,229 40,816 (21,418 ) 2015 1999
Unigold Shopping Center FL 5,490 5,144 6,812 5,561 11,885 17,446 (7,546 ) 1987 2017
University Commons FL 4,070 30,785 1,121 4,070 31,906 35,976 (12,707 ) 2001 2015
Valencia Crossroads CA 17,921 17,659 1,929 17,921 19,588 37,509 (18,405 ) 2003 2002
Valley Ridge Shopping Center NJ (15,702 ) 13,363 19,803 993 13,363 20,796 34,159 (1,640 ) 1962 2023
Valley Stream NY 13,297 16,241 512 13,887 16,163 30,050 (2,691 ) 1950 2021
Veterans Plaza CT 2,328 7,104 34 2,328 7,138 9,466 (608 ) 1966 2023
Village at La Floresta CA 13,140 20,559 242 13,156 20,785 33,941 (10,960 ) 2014 2014
Village at Lee Airpark MD 11,099 12,975 4,354 11,803 16,625 28,428 (17,368 ) 2014 2005
Village Center FL 3,885 14,131 10,339 5,480 22,875 28,355 (15,000 ) 2014 1995
Village Commons NY 312 5,950 349 312 6,299 6,611 (602 ) 1980 2023
Von's Circle Center CA (2,633 ) 49,037 22,618 1,656 49,037 24,274 73,311 (7,833 ) 1972 2017
Wading River NY 14,969 18,641 1,655 14,915 20,350 35,265 (3,259 ) 2002 2021
Waldwick Plaza NJ 1,724 5,824 301 1,724 6,125 7,849 (493 ) 1960 2023
Walker Center OR 3,840 7,232 12,731 4,404 19,399 23,803 (10,154 ) 1987 1999
Washington Commons NJ (8,210 ) 7,829 12,182 252 7,829 12,434 20,263 (1,098 ) 1992 2023
Waterstone Plaza FL 5,498 13,500 298 5,498 13,798 19,296 (4,550 ) 2005 2017
Welleby Plaza FL 1,496 7,787 2,809 1,496 10,596 12,092 (9,301 ) 1982 1996
Wellington Town Square FL 2,041 12,131 3,953 2,600 15,525 18,125 (9,057 ) 2022 1996
West Bird Plaza FL 12,934 18,594 374 15,386 16,516 31,902 (6,209 ) 2000/2021 2017
West Chester Plaza OH 1,857 7,572 690 1,857 8,262 10,119 (8,145 ) In Process 1998

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Initial Cost Total Cost
Shopping Centers State Mortgages or<br>Encumbrances(1) Land & Land<br>Improvements Building &<br>Improvements Cost<br>Capitalized<br>Subsequent to<br>Acquisition (2) Land & Land<br>Improvements Building &<br>Improvements Total Accumulated<br>Depreciation Year<br>Constructed<br>or Last Major<br>Renovation Year<br>Acquired
West Lake Shopping Center FL 10,561 9,792 1,024 10,561 10,816 21,377 (3,876 ) 2000 2017
West Park Plaza CA 5,840 5,759 4,406 5,840 10,165 16,005 (6,460 ) 1996 1999
Westbury Plaza NY (88,000 ) 116,129 51,460 6,978 117,817 56,750 174,567 (18,740 ) 2004 2017
Westchase FL 5,302 8,273 1,522 5,302 9,795 15,097 (5,582 ) 1998 2007
Westchester Commons IL 3,366 11,751 11,535 4,894 21,758 26,652 (12,675 ) 2014 2001
Westlake Village Plaza and Center CA 7,043 27,195 31,764 17,620 48,382 66,002 (41,500 ) 2015 1999
Westport Collection CT 4,831 3,138 1 4,831 3,139 7,970 (417 ) 1958 2023
Westport Plaza FL 9,035 7,455 272 9,035 7,727 16,762 (2,917 ) 2002 2017
Westport Row CT 43,597 16,428 15,346 46,170 29,201 75,371 (10,925 ) 1988 2017
Westbard Square MD 128,002 21,514 40,574 114,450 75,640 190,090 (7,643 ) 2001/2024 2017
Westwood Village TX 19,933 25,301 2,314 19,378 28,170 47,548 (20,083 ) 2006 2006
Willa Springs FL (16,700 ) 13,322 15,314 3,555 13,683 18,508 32,191 (2,885 ) 1979 2000
Williamsburg at Dunwoody GA 7,435 3,721 1,474 7,444 5,186 12,630 (2,270 ) 1983 2017
Willow Festival IL 1,954 56,501 6,297 1,976 62,776 64,752 (27,247 ) 2007 2010
Willow Lake Shopping Center IN 6,018 9,436 14 6,018 9,450 15,468 (118 ) 1987 2025
Willow Lake West Shopping Center IN 3,297 18,075 11 3,297 18,086 21,383 (160 ) 2001 2025
Willow Oaks NC 6,664 7,908 (247 ) 6,294 8,031 14,325 (4,966 ) 2014 2014
Willows Shopping Center CA 51,964 78,029 (6,646 ) 51,980 71,367 123,347 (20,868 ) In Process 2017
Woodcroft Shopping Center NC 1,419 6,284 2,125 1,421 8,407 9,828 (6,338 ) 1984 1996
Woodman Van Nuys CA 5,500 7,195 527 5,500 7,722 13,222 (5,223 ) 1992 1999
Woodmen Plaza CO 7,621 11,018 1,633 7,621 12,651 20,272 (13,198 ) 1998 1998
Woodside Central CA 3,500 9,288 1,145 3,489 10,444 13,933 (7,121 ) 1993 1999
Miscellaneous Investments 2,127 2,371 4,498 4,498 (2,243 )
Land held for future development 11,323 (4,608 ) 6,715 6,715
Construction in progress 22,395 29,235 95,577 22,395 124,812 147,207
(778,831 ) $ 5,737,889 7,367,996 1,456,039 5,854,509 8,707,415 14,561,924 (3,267,728 )
  • The amounts presented in this column do not include debt premiums, discounts, or loan costs.
  • The negative balance for costs capitalized subsequent to acquisition could include out-parcels sold, sales-type lease, provision for impairments and write-downs recorded, and demolitions of part of the property for redevelopment.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2025

(in thousands)

Depreciation and amortization of the Company's investments in buildings and improvements reflected in the statements of operations is calculated over the estimated useful lives of the assets, which are up to 40 years. The aggregate cost for federal income tax purposes was approximately $11.9 billion at December 31, 2025.

The changes in total real estate assets for the years ended December 31, 2025, 2024, and 2023 are as follows:

(in thousands) 2025 2024 2023
Beginning balance $ 13,698,419 13,454,391 11,858,064
Acquired properties and land 614,133 71,334 1,445,428
Developments and improvements 382,635 328,133 206,085
Disposal of building and tenant improvements (24,855 ) (51,671 ) (14,149 )
Sale of properties (108,408 ) (72,152 ) (19,366 )
Contributed to unconsolidated joint ventures (17,518 )
Properties held for sale (21,671 )
Provision for impairment (14,098 )
Ending balance $ 14,561,924 13,698,419 13,454,391

The changes in accumulated depreciation for the years ended December 31, 2025, 2024, and 2023 are as follows:

(in thousands) 2025 2024 2023
Beginning balance $ 2,960,399 2,691,386 2,415,860
Depreciation expense 344,216 329,650 293,705
Disposal of building and tenant improvements (24,828 ) (51,671 ) (14,149 )
Sale of properties (12,059 ) (7,842 ) (569 )
Accumulated depreciation related to properties held for sale (3,461 )
Provision for impairment (1,124 )
Ending balance $ 3,267,728 2,960,399 2,691,386

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Controls and Procedures (Regency Centers Corporation)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that as of December 31, 2025, the Parent Company's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2025.

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Parent Company included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Parent Company's internal control over financial reporting.

The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls

There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2025 which have materially affected, or are reasonably likely to materially affect, the Parent Company’s internal controls over financial reporting.

Controls and Procedures (Regency Centers, L.P.)

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that, as of December 31, 2025, the Operating Partnership's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures, without limitation, include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control over Financial Reporting

The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in Internal Control - Integrated Framework (2013), the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2025.

KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements of the Operating Partnership included in this Report and, as part of their audit, has issued a report, included within "Item 8. Financial Statements and Supplementary Data" of this Report, on the effectiveness of the Operating Partnership's internal control over financial reporting.

The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Controls

There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2025 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.

Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information concerning our directors, executive officers, and corporate governance is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders. Information regarding executive officers is included in Part I of this Form 10-K as permitted by General Instruction G(3).

Code of Ethics

We have a code of ethics applicable to our Board of Directors, principal executive officers, principal financial officer, principal accounting officer and persons performing similar functions. The text of this code of ethics may be found on our website at https://investors.regencycenters.com/corporate-governance/governance-overview. We will post a notice of any waiver from, or amendment to, any provision of our code of ethics on our website.

Policy Statement on Insider Trading

We have adopted a Policy Statement on Insider Trading that governs the purchase, sale, and/or other dispositions of our securities by directors, officers and employees that is reasonably designed to promote compliance with insider trading laws, rules and regulations and NASDAQ listing standards. A copy of our Policy Statement on Insider Trading is included as Exhibit 19 to this report.

Item 11. Executive Compensation

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table provides information about securities that may be issued under our existing equity compensation plans:

Equity Compensation Plan Information

(as of December 31, 2025)

(a) (b) (c)
Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (1) Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column a) (3)
Equity compensation plans approved by security holders 834,914 $ 3,462,214
Equity compensation plans not approved by security holders N/A N/A N/A
Total 834,914 $ 3,462,214
  • Includes shares that may be issued pursuant to unvested restricted stock and performance share awards.
  • The weighted average exercise price excludes stock rights awards, which we sometimes refer to as unvested restricted stock.
  • The Regency Centers Corporation Omnibus Incentive Plan, ("Omnibus Plan"), as approved by shareholders at our 2019 annual meeting, provides that an aggregate maximum of 5.6 million shares of our common stock are reserved for issuance under the Omnibus Plan.

Information about security ownership is incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders.

Item 14. Principal Accountant Fees and Services

Incorporated herein by reference to our definitive proxy statement to be filed with the SEC within 120 days after the end of the fiscal year covered by this Report with respect to the 2026 Annual Meeting of Shareholders.

(iii) Third Supplemental Indenture dated as of August 17, 2015 to the Indenture dated as of December 5, 2001 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on August 18, 2015).
(iv) Fourth Supplemental Indenture dated as of January 26, 2017 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on January 26, 2016).
(v) Fifth Supplemental Indenture dated as of March 6, 2019 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed on March 6, 2019).
(vi) Sixth Supplemental Indenture dated as of May 13, 2020 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 13, 2020).
(vi) Seventh Supplemental Indenture dated as of January 18, 2024 among Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s 8-K filed on January 18, 2024).
(c) Assumption Agreement, dated as of March 1, 2017, by Regency Centers Corporation (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 1, 2017).
(d) Description of the Company’s Securities Registered under Section 12 of the Exchange Act (incorporated by reference to Exhibit 4(d) to the Company’s Form 10-K filed on February 16, 2024).
10. Material Contracts (~ indicates management contract or compensatory plan)
~(a) Amended and Restated Deferred Compensation Plan dated May 6, 2003 (incorporated by reference to Exhibit 10(k) to the Company's Form 10-K filed on March 12, 2004).
~(b) Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10(s) to the Company's Form 8-K filed on December 21, 2004).
~(c) First Amendment to Regency Centers Corporation 2005 Deferred Compensation Plan dated December 2005 (incorporated by reference to Exhibit 10(q)(i) to the Company's Form 10-K filed on March 10, 2006).
~(d) Second Amendment to the Regency Centers Corporation Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 14, 2011).
~(e) Third Amendment to the Regency Centers Corporation 2005 Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 14, 2011).
~(f) Regency Centers Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix B to the Company's 2019 Annual Meeting Proxy Statement filed on March 21, 2019).
~(g) Form of Stock Rights Award Agreement - (incorporated by reference to Exhibit 10(g) to the Company's Form 10-K filed on February 17, 2022).
~(h) Form of Performance Stock Rights Award Agreement (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on January 6, 2022).
~(i) Form of Indemnification Agreement, in each case dated as of November 2, 2023, between Regency Centers Corporation (the Company") and (1) each member of its Board of Directors of the Company and (2) each of Martin E. Stein, Jr. and Lisa Palmer (who are each also members of the Board), Michael J. Mas, Alan T. Roth, Nicholas A. Wibbenmeyer and each of the other officers of the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 6, 2023).
~(j) Form of Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below (incorporated by reference to Exhibit 10.1 of the Company's Form 8-K filed on January 6, 2022). The Severance and Change of Control Agreements dated January 1, 2022 and listed below are substantially identical except for the identities of the parties and the amount of severance for each which are described in Item 5.02(e) of referenced 8-K, before any further amendment included in the list below.
--- --- --- --- ---
(i) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Martin E. Stein, Jr.
(ii) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Lisa Palmer
(iii) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Michael J. Mas
(iv) Amendment to Severance and Change of Control Agreement, dated as of November 6, 2024, among Regency Centers Corporation, Regency Centers, L.P. and Lisa Palmer (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on November 8, 2024)
~(k) The following Severance and Change of Control Agreement dated as of January 1, 2022, among Regency Centers Corporation, Regency Centers, L.P. and the executives listed below. The Severance and Change of Control Agreements listed below are substantially identical except for the identities of the parties and the amount of severance.
(i) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Alan T. Roth (incorporated by reference to Exhibit 10 (m)(i) to the Company’s Form 10-K filed on February 17, 2023).
(ii) Severance and Change of Control Agreement dated as of January 1, 2022, by and between Regency Center Corporation, Regency Centers, L.P. and Nicholas A. Wibbenmeyer (incorporated by reference to Exhibit 10 (m)(ii) to the Company’s Form 10-K filed on February 17, 2023).
(l) Sixth Amended and Restated Credit Agreement, dated as of January 18, 2024, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s 8-K filed on January 18, 2024).
(i) First Amendment to Sixth Amended and Restated Credit Agreement, dated as of July 8, 2024, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on July 10, 2024).
(ii) Second Amendment to Sixth Amended and Restated Credit Agreement, dated as of May 6, 2025, by and among Regency Centers, L.P., as borrower, Regency Centers Corporation, as guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 4, 2025).
(m) Second Amended and Restated Limited Liability Company Agreement of Macquarie CountryWide-Regency II, LLC dated as of July 31, 2009 by and among Global Retail Investors, LLC, Regency Centers, L.P. and Macquarie CountryWide (US) No. 2 LLC (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on November 6, 2009).
(i) Amendment No. 1 to Second Amended and Restate Limited Liability Company Agreement of GRI-Regency, LLC (formerly Macquarie CountryWide-Regency II, LLC) (incorporated by reference to Exhibit 10.(h)(i) to the Company’s Form 10-K filed March 1, 2011).
19. Insider Trading Policies and Procedures
21. Subsidiaries of Regency Centers Corporation
22. Subsidiary Guarantors and Issuers of Guaranteed Securities
--- --- ---
23. Consent of Independent Accountants
23.1 Consent of KPMG LLP for Regency Centers Corporation and Regency Centers, L.P.
31. Rule 13a-14(a)/15d-14(a) Certifications.
31.1 Rule 13a-14 Certification of Chief Executive Officer for Regency Centers Corporation.
31.2 Rule 13a-14 Certification of Chief Financial Officer for Regency Centers Corporation.
31.3 Rule 13a-14 Certification of Chief Executive Officer for Regency Centers, L.P.
31.4 Rule 13a-14 Certification of Chief Financial Officer for Regency Centers, L.P.
32. Section 1350 Certifications.

The certifications in this exhibit 32 are being furnished solely to accompany this Report pursuant to 18 U.S.C. § 1350, and are not being filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except to the extent that the Company specifically incorporates it by reference.

32.1 18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers Corporation.
32.2 18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers Corporation.
32.3 18 U.S.C. § 1350 Certification of Chief Executive Officer for Regency Centers, L.P.
32.4 18 U.S.C. § 1350 Certification of Chief Financial Officer for Regency Centers, L.P.
97. Restatement Clawback Policy of Regency Centers Corporation, effective as of November 15, 2023 (incorporated by reference to Exhibit 97 to the Company's Form 10-K filed on February 16, 2024).
99. U. S. Federal Income Tax Considerations.
101. Interactive Data Files
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema with embedded linkbases document
104. Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 13, 2026 REGENCY CENTERS CORPORATION
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
February 13, 2026 REGENCY CENTERS, L.P.
--- --- --- ---
By: Regency Centers Corporation, General Partner
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

February 13, 2026 /s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Executive Chairman of the Board
February 13, 2026 /s/ Lisa Palmer
Lisa Palmer, President, Chief Executive Officer, and Director
February 13, 2026 /s/ Michael J. Mas
Michael J. Mas, Executive Vice President, Chief Financial Officer (Principal Financial Officer)
February 13, 2026 /s/ Terah L. Devereaux
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
February 13, 2026 /s/ Gary E. Anderson
Gary E. Anderson, Director
February 13, 2026 /s/ Bryce Blair
Bryce Blair, Director
February 13, 2026 /s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
February 13, 2026 /s/ Kristin A. Campbell
Kristin A. Campbell, Director
February 13, 2026 /s/ Deirdre J. Evens
Deirdre J. Evens, Director
February 13, 2026 /s/ Thomas W. Furphy
Thomas W. Furphy, Director
February 13, 2026 /s/ Karin M. Klein
Karin M. Klein, Director
February 13, 2026 /s/ Peter Linneman
Peter Linneman, Director
February 13, 2026 /s/ Mark J. Parrell
Mark J. Parrell, Director
February 13, 2026 /s/ James H Simmons
James H. Simmons, Director

EX-19

Exhibit 19

REGENCY CENTERS CORPORATION

POLICY STATEMENT ON Insider Trading

The purchase or sale of securities while aware of material non-public information, or the disclosure of material non-public information to others who then Trade in the Company’s securities (often referred to as Tippees), is prohibited by the federal securities laws. Insider Trading violations are pursued vigorously by the U.S. Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who Trade, or who tip inside information to others who Trade, federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent Insider Trading by company personnel.

The Company’s Board of Directors has adopted this Policy both to satisfy the Company’s obligation to prevent Insider Trading and to help the Company’s personnel avoid the severe consequences associated with violations of the Insider Trading laws. This Policy is intended also to prevent even the appearance of improper conduct on the part of anyone employed by or associated with the Company (not only Insiders).

Scope

This Policy applies to all officers of the Company and its subsidiaries, all members of the Company’s Board of Directors and all employees of the Company and its direct and indirect controlled subsidiaries. Responsibility for adhering to this Policy and avoiding unlawful transactions in Company Securities rests with the persons covered by this Policy. The Company may also determine that other persons should be subject to this Policy, such as contractors or consultants who have access to material non-public information.

This Policy also applies to family members who reside with those subject to this Policy, anyone else who lives in their household, and any family members who do not live in their household but whose transactions in securities are directed by or subject to the influence or control of those subject to this Policy (such as parents or children who consult with you before they Trade in securities).

Definitions

Company Securities. Any security of the Company, including common stock, preferred stock, derivative securities such as warrants and options, and debt securities such as debentures, bonds and notes (whether convertible or non-convertible).

Insider(s). Any person who possesses material non-public information is considered an Insider as to that information. Insiders include Company directors, officers, employees, independent contractors, and those persons in a special relationship with the Company, e.g., its auditors, consultants or attorneys. The definition of Insider is transaction specific; that is, an individual is an Insider with respect to each material, non-public item of which he or she is aware.

Section 16 Individual. The directors of the Company and the persons designated as “executive officers” of the Company from time to time by the Company’s Board of Directors. Stockholders that beneficially own more than 10% of Company common stock are also subject to Section 16 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and, if they elect, may use the procedures set forth in this Policy.

Tippee. A person to whom an Insider has disclosed material non-public information regarding the Company or to whom the Insider has made recommendations or expressed an opinion on Trading in the Company’s securities based on such information.

Trading or Trade. Purchasing, selling, gifting or otherwise transferring the Company’s securities. Trading refers not only to the purchase or sale of Company Securities, but also to the purchase or sale of puts, calls, or other options with respect to such securities.

Consequences of an Insider Trading Violation

The Trading of Company Securities while aware of material non-public information, and the disclosure of material non-public information to others who then Trade in Company Securities, is prohibited by the federal and state securities laws. Any such violations are pursued vigorously by the SEC, the Department of Justice and state enforcement authorities. Punishment for Insider Trading violations is severe and can include significant (multi-million dollar) fines and imprisonment. While the regulatory authorities generally concentrate their efforts on the individuals who Trade and who provide inside information to Tippees, these laws also impose potential liability on companies and other “controlling persons” if they fail to take reasonable steps to prevent Insider Trading by company personnel.

In addition, an individual’s failure to comply with this Policy may subject the individual to Company-imposed sanctions, including dismissal for cause, whether or not the employee’s failure to comply results in a violation of law. A violation of law, or even an SEC investigation that does not result in prosecution, can tarnish a person’s reputation and irreparably damage a career.

No Trading while Aware of Material Non-Public Information

No one who is aware of material non-public information relating to the Company may, directly or through family members or other persons or entities:

  • Trade in Company Securities (other than pursuant to a pre-approved Trading plan that complies with SEC Rule 10b5-1), or engage in any other action to take personal advantage of that information; or
  • pass that information on to others outside the Company, including family and friends.

In addition, no one who, in the course of working for the Company, learns of material non-public information about a company with which the Company does business, including a tenant, contractor, consultant or vendor of the Company, may Trade in that company’s securities until the information becomes public or is no longer material.

Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are not exempt from this Policy. The securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance of an improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.

The Company is required under Regulation FD of the federal securities laws to avoid the selective disclosure of material non-public information. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose material information to anyone outside the Company, including family members and friends, other than in accordance with those procedures. This Policy is applicable to all forms of communication, including the various types of social media.

While the federal securities laws do not specifically list examples of what constitutes “material information,” the term is generally defined as any information that a reasonable investor would consider important in making a decision to purchase, hold, or sell securities. Any information that could be expected to affect the Company’s stock price, whether it is positive or negative, should be considered material. Some examples of information regarded as material are:

  • Projections of future earnings, NOI or other key financial metrics, including the Company’s issuance of earnings or other guidance, change in guidance or a statement of its beliefs as to whether or not previously issued guidance will be achieved;
  • Earnings and other key financial metrics that are inconsistent with the consensus expectations of the investment community;
  • A pending or proposed merger, acquisition or tender offer;
  • A pending or proposed acquisition or disposition of a significant asset or group of assets which, taken as a whole, are significant;
  • A change in dividend or dividend policy, as well as a confirmation that the dividend will not change, the declaration of a stock split, or an offering of additional securities;
  • A change in management;
  • Impending bankruptcy or the existence of liquidity problems;
  • The impairment of a property or other asset; and
  • Cybersecurity/data privacy risks and incidents, including vulnerabilities and breaches.

Remember, anyone scrutinizing your actions and transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter, before engaging in any transaction, you

should carefully consider how enforcement authorities and others might view the action and transaction in hindsight.

If you are aware of material non-public information, you may not Trade until the information has been disclosed broadly to the marketplace (such as by press release or an SEC filing) and the investing public has had time to absorb the information fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until the second full Trading day following the Company’s widespread public release of the information.

Earnings Black-Out Period

All officers and directors are subject to a quarterly black-out period in advance of quarter close. In addition, all employees involved in the preparation of the Company’s financial statements are subject to such quarterly black-out period. Such persons may not Trade in Company Securities beginning on the day which is fourteen (14) days preceding the end of a fiscal quarter and ending until the second full Trading day following the date of the public release of the Company’s earnings results for that fiscal quarter.

Share Repurchase Plan or Program Announcement-Related Black-Out Period

All Section 16 Individuals are subject to a black-out period beginning four (4) business days before and ending four (4) business days after each of the following:

  • the Company’s public announcement of a Company Securities share repurchase plan or program; and
  • the Company’s public announcement of an increase of an existing Company Securities share repurchase plan or program.

Event-Specific Black-Out Periods

From time to time, an event may occur that is material to the Company and is known by only certain directors, officers and/or employees. So long as the event remains material and non-public, persons designated by the Chief Financial Officer or General Counsel may not Trade Company Securities, even outside of an earnings black-out period described above. The existence of an event-specific Trading black-out or extension of an existing black-out period will not be announced generally within the Company as a whole, and those persons subject to the event-specific blackout should not communicate its existence to any other person. Even if the Chief Financial Officer or General Counsel has not designated you as a person who should not Trade due to an event-specific restriction, you may not Trade Company Securities while aware of material non-public information.

Pre-Clearance of Trades

All officers and directors must pre-clear any proposed transaction in Company Securities with the Chief Financial Officer and the General Counsel, and the Chief Financial Officer must pre-clear any of his or her own proposed transactions in Company Securities with either the Chief

Executive Officer or the Chairman of the Board and the General Counsel. Each proposed transaction (including gifts or donations of securities) will be evaluated to determine if it could raise Insider Trading concerns or other concerns under securities laws and regulations. Clearance of a transaction, if given, is valid only for a 72-hour period. If the transaction order is not placed within that 72-hour period, the previous clearance will be deemed to have expired and clearance of the proposed transaction must be re-requested. If pre-clearance is denied, the fact of such denial must be kept confidential by the person requesting such clearance.

Notice of Certain Trades

In addition to the pre-clearance of proposed transactions in Company Securities as described above:

  • The Lead Independent Director shall be notified of all Trades effected by the Chair of the Board and the Chief Executive Officer.
  • The Chair of the Board shall be notified of all Trades effected by the Chief Executive Officer and the Lead Independent Director.
  • The Chief Executive Officer shall be notified of all Trades effected by the Chair of the Board and the Lead Independent Director.

Section 16 Reporting Requirements

After a Section 16 Individual obtains pre-clearance, details of the executed Trade (including gifts and donations) must be reported immediately to the General Counsel and Senior Corporate Paralegal to allow for preparation and filing with the SEC of the required information about the transaction under Section 16 of the Exchange Act.

Application of the Company’s Insider Trading Policy to Certain Specific Transactions

Short-Term Trading. Short-term purchasing and selling of Company Securities are strongly discouraged, even outside of black-out periods, because they may unduly focus the person on the Company’s short-term stock market performance instead of the Company’s long-term business objectives. In addition, under Section 16 of the Exchange Act, profits generated, or losses avoided, in opposite-way, open market transactions (i.e., a sale or purchase of Company Securities of the same type) made within six months of each other, which are often referred to as “short swing profits,” will require disgorgement by directors and executive officers, with very limited exceptions. As noted below, directors and executive officers are also required to file reports with the SEC pursuant to Section 16 disclosing their transactions in Company Securities, so any short-term Trading may result in questions and scrutiny.

Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you have elected to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. This Policy does apply, however, to any sale of stock received by the recipient pursuant to a restricted stock award after vesting.

Gifts and Donations. Since many recipients of gifted or donated securities immediately sell such securities upon receipt, the Company’s Insider Trading Policy applies to the gifting or donation of Company Securities. Thus, you may not make a gift or donation of Company Securities during times when you are not otherwise able to sell Company Securities under this Policy.

Stock Option Exercises. This Policy applies to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option or tax withholding requirements associated with that exercise. However, this Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s option plans where you continue to hold all of the shares as to which the option was exercised. This Policy also does not apply when a person has elected to have the Company withhold shares subject to an option to pay the option exercise price or to satisfy tax withholding requirements.

401(k) Plan. This Policy does not apply to purchases of Company stock in the 401(k) plan resulting from your periodic contribution of money to the plan pursuant to your payroll deduction election, provided that no change to your election may be made during a black-out period or when you are aware of material non-public information. As such, you may not make any of the following elections during a black-out period or when you are aware of material non-public information: (a) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund, (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund, (c) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of any of your Company stock fund balance, and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to or from the Company’s stock fund.

Employee Stock Purchase Plan. This Policy applies to your sales of Company stock purchased pursuant to the employee stock purchase plan, but does not apply to purchases resulting from your periodic contribution of money to the plan pursuant to the election you made at the time of your enrollment in the plan, provided that no change to your election may be made during a black-out period or when you are aware of material non-public information. This Policy also does not apply to purchases of Company stock resulting from lump sum contributions to the plan, provided that you had elected to participate by lump-sum payment at the beginning of the applicable enrollment period.

Dividend Reinvestment Plan. This Policy does not apply to periodic purchases of Company stock under the Company’s dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Securities, provided that no changes in your level of participation in the plan may be made during a black-out period or when you are aware of material non-public information.

Deferred Compensation Plan. This Policy does not apply to the share units or phantom shares credited under our deferred compensation plan in consideration of your periodic contribution of money or stock awards to the plan pursuant to the election you made at the time of your annual enrollment in the plan. This policy also does not apply to share units or phantom shares credited in consideration of your lump sum contributions to the plan, provided that you elected to participate by lump-sum payment at the beginning of the applicable enrollment period.

This Policy does apply to your election to participate in the share unit or phantom share deferral accounts under the plan for any enrollment period, and to any modification or revocation of that election or early distribution pursuant to the plan, as well as to any early distribution in respect of share units or phantom shares (in each case, to the extent any such modification, election, revocation or distribution is permitted under the plan).

Short Sales. Section 16(c) of the Exchange Act generally prohibits officers and directors from engaging in short sales of Company Securities. In addition, short sales of Company Securities evidence an expectation on the part of the seller that the securities will decline in value, and therefore signal to the market that the seller has no confidence in the Company or its short-term prospects. Short sales may also reduce the seller’s incentive to work to improve the Company’s performance. For these reasons, short sales of Company’s Securities are prohibited by this Policy.

Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of Company Securities and therefore creates the appearance that the person is Trading based on inside information. Transactions in options also may focus a person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities based on Company’s Securities, on an exchange or in any other organized market, by officers and directors are prohibited by this Policy. (See, also, the following discussion of Hedging Transactions.)

Hedging Transactions. Hedging transactions, such as covered calls, put options, zero-cost collars and forward sale contracts, that use Company’s Securities or substantially identical property, allow a person to lock in much of the value of his or her Company Securities holdings, often in exchange for all or part of the potential for upside appreciation in the Company Securities. These transactions allow a person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, the person may no longer have the same objectives as the Company’s other shareholders. Therefore, these types of transactions are prohibited by this Policy.

Margin Accounts and Pledges. Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material non-public information or otherwise is not permitted to Trade in Company’s Securities, the Company’s officers and directors are prohibited from holding Company Securities in a margin account or pledging Company Securities as collateral for a loan.

Rule 10b5-1 Plans

Rule 10b5-1 under the Exchange Act provides an affirmative defense (i.e., evidence, which, if found to be credible, will negate criminal or civil liability) to claims of Insider Trading liability under Rule 10b-5 for persons who Trade Company Securities under written plans adopted in good faith at a time when the person does not possess material non-public information (each being a “Rule 10b5-1 Plan”). To be eligible to rely on this affirmative defense, a person subject to this Policy must adopt such a plan that meets certain additional conditions specified in Rule 10b5-1. If the Rule 10b5-1 Plan meets all such conditions, Company Securities may be purchased

or sold under the plan without regard to certain Insider Trading restrictions, and after initial pre-approval of the plan as provided in this Policy, no further pre-approval or -clearance of individual Trades conducted in accordance with such Rule 10b5-1 Plan will be required.

Requirements for All Rule 10b5-1 Plans

The following guidelines apply to all Rule 10b5-1 Plans in order to comply with this Policy:

  • All Rule 10b5-1 Plans should have a duration of at least six months and no more than two years. (Note that a common duration of a 10b5-1 Plan is one year.)

  • Once all Trades under a Rule 10b5-1 Plan are completed or expire without execution, a person may adopt another Rule 10b5-1 Plan.

  • Subject to certain limited exceptions specified in Rule 10b5-1, you may not adopt more than one Rule 10b5-1 Plan at the same time.

  • Subject to certain limited exceptions specified in Rule 10b5-1, you are limited to only one Rule 10b5-1 Plan designed to effect an open market purchase or sale of the total amount of securities subject to the Rule 10b5-1 Plan as a single transaction in any 12-month period.

In addition, all Rule 10b5-1 Plans under this Policy must:

  • Be approved by the Company’s Chief Financial Officer and General Counsel; provided that any Rule 10b5-1 Plan proposed to be adopted by the Chief Financial Officer and General Counsel shall be approved by the Chief Executive Officer or the Chair of the Board.

  • Meet the requirements of Rule 10b5-1 and this Policy.

  • Be adopted when a black-out period is NOT in effect.

  • Include a representation certifying that on the date of adoption of such plan: (i) you are not aware of material non-public information about the Company or the Company Securities; and (ii) you adopted the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5.

  • Have a “cooling-off period” between the date on which the plan is adopted or modified and when Trading under the plan commences. The length of the cooling-off period depends on the person’s position in the Company. For directors and officers, Trading under the Rule 10b5-1 Plan must not begin until after the later of: (i) 90 days after the adoption of the Rule 10b5-1 Plan; or (ii) two business days after the filing of the Company’s financial results in a Form 10-Q or Form 10-K for the fiscal quarter in which the Rule 10b5-1 Plan was adopted. In any event, for directors and officers, the cooling-off period is subject to a maximum of 120 days after adoption of the Rule

  • 10b5-1 Plan. For all other employees, the cooling-off period is 30 days after the adoption or modification of the plan.

  • Not permit the person adopting the Rule 10b5-1 Plan to exercise any subsequent influence over how, when or whether to Trade in Company Securities separate from the express terms of the plan; provided that, if anyone else is permitted to exercise such influence, the plan must require that such person is not aware of any material non-public information when doing so and the plan either (i) specifies the amount and price of securities to be Traded, and date of such transactions; or (ii) includes a written formula or algorithm, or computer program, for determining the amount and price of securities to be Traded, and date of such transactions.

The “good faith” requirement for persons adopting Rule 10b5-1 Plans cannot be overemphasized. A person must act in good faith with respect to a Rule 10b5-1 Plan when adopting the plan and throughout the duration of the plan. Insiders may lose the affirmative defense afforded by Rule 10b5-1 if changes or cancelations are deemed to have been made as part of a plan to evade Insider Trading laws. Therefore, although modifications to an existing Rule 10b5-1 Plan are not prohibited, a Rule 10b5-1 Plan should be adopted with the intention that it will not be amended or canceled prior to its expiration.

Amending or Canceling Rule 10b5-1 Plans

Changes to an existing Rule 10b5-1 Plan are allowed so long as they are made in good faith, the person is not in possession of material non-public information, and the modification takes place other than during a black-out period. However, any changes must first be approved by the Company’s Chief Financial Officer and General Counsel and, if the change affects the amount, price or timing of the purchase or sale of securities, the change will trigger another cooling-off period. Subject to certain conditions set forth below.

Rule 10b5-1 Plans may be canceled at any time, even if the person is in possession of material nonpublic information. If a Rule 10b5-1 Plan is canceled, a person may adopt another Rule 10b5-1 Plan.

In addition to pre-approval of the adoption of a Rule 10b5-1 Plan, you must provide the Company’s Chief Financial Officer and General Counsel with written notice of any modification or cancelation of an existing Rule 10b5-1 Plan (as well as any other written Trading arrangement, even if such other Trading arrangement is not designed to comply with Rule 10b5-1) prior to its implementation and obtain pre-clearance therefor.

Other Caveats as to Rule 10b5-1 Plans

Please also note that while pre-approval and adoption of a Rule 10b5-1 Plan may provide an affirmative defense to Insider Trading claims, it does not reduce or eliminate such person’s obligations under Section 16 of the Exchange Act, including such disclosure of each Trade and short-swing profits disgorgement by directors and executive officers.

Any pre-approval under this Policy of a Rule 10b5-1 Plan shall not constitute, and shall not be deemed to constitute, any endorsement or approval of that Rule 10b5-1 Plan by the

Company, or a determination, conclusion or opinion by the Company or its personnel that the terms of that Rule 10b5-1 Plan (or any modification or cancelation thereof), the adoption, use or administration thereof or any transactions effected pursuant thereto comply with (and do not violate) applicable securities laws or that any purchases or sales of Company Securities thereunder will be effected in compliance with such securities laws.

You should consult with your broker and, if necessary or appropriate, your own legal counsel in implementing a Rule 10b5-1 Plan.

Post-Employment

This Policy continues to apply to your transactions in Company Securities even after you have terminated employment. Specifically, if you are in possession of material non-public information when your employment terminates, you may not Trade in Company Securities until that information has become public or is no longer material.

Questions

Any person who has a question about this Policy or its application to any proposed transaction may obtain additional guidance from the Company’s General Counsel.

EX-21

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest1 % of<br>Ownership
Regency Centers, L.P. Delaware Regency Centers Corporation<br><br>Outside Investors General Partner<br><br>Limited Partners ~98%<br><br>~2%
Columbia Village District SPE, LLC Delaware Regency Centers, L.P.<br><br>Columbia Perfco Partners, L.P. Managing Member<br><br>Member 30%<br><br>70%
Columbia Village District, LLC Delaware Columbia Village District SPE, LLC Member 100%
Columbia Regency Partners II, LLC Delaware Regency Centers, L.P.<br><br>Columbia Perfco Partners, L.P. Managing Member<br><br>Member 20%<br><br>80%
Columbia Crossroads Commons, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia Retail Dulles, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia Retail Texas 3, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia Retail Sweetwater Plaza, LP Delaware Columbia Retail Texas 3, LLC<br><br>Columbia Regency Partners II, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
Columbia Retail Washington 1, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia Cascade Plaza, LLC Delaware Columbia Retail Washington 1, LLC<br><br>Columbia Regency Partners II, LLC Managing Member<br><br>Member 1%<br><br>99%
Columbia Julington Village, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia II Broadway Market, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia II Burnt Mills Shopping Center, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia Cochran Commons, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia II Johns Creek, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia II Ridgewood, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia Lorton Station Marketplace Member, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia Lorton Station Marketplace, LLC Delaware Columbia Lorton Station Marketplace Member, LLC Member 100%
Columbia II Rockridge Center, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia Sutton Square, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia II Holding, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Columbia II Raley’s Center, LLC Delaware Columbia II Holding, LLC Member 100%
Columbia II Village Plaza, LLC Delaware Columbia Regency Partners II, LLC Member 100%
GRI-Regency, LLC Delaware Global Retail Investors, LLC<br><br>Regency Centers, L.P. Member<br><br>Managing Member 60%<br><br>40%
GRI-Lake Grove, LLC Delaware GRI-Regency Lake Grove Member, LLC Member 100%
GRI-Regency Lake Grove Member, LLC Delaware GRI-Regency, LLC Member 100%
FW PA-Mercer Square, LLC Delaware GRI-Regency, LLC Member 100%
FW PA-Newtown Square, LLC Delaware GRI-Regency, LLC Member 100%
FW PA-Warwick Plaza, LLC Delaware GRI-Regency, LLC Member 100%
MCW-RC SC-Merchant’s, LLC (fka MCW-RC South Carolina, LLC) Delaware GRI-Regency, LLC Member 100%
MCW-RC SC-Merchant’s Village Member, LLC Delaware MCW-RC SC-Merchant’s, LLC Member 100%
MCW-RC SC-Merchant’s Village, LLC Delaware MCW-RC SC-Merchant’s Village Member, LLC Member 100%
FW-CA Brea Marketplace Member, LLC Delaware GRI-Regency, LLC Member 100%
FW CA-Brea Marketplace, LLC Delaware FW-CA Brea Marketplace Member, LLC Member 100%
FW CA-Brea Marketplace II, LLC Delaware GRI-Regency, LLC Member 100%
U.S. Retail Partners Holding, LLC Delaware GRI-Regency, LLC Member 100%

1 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest2 % of<br>Ownership
U.S. Retail Partners Member, LLC Delaware GRI-Regency, LLC Member 100%
U.S. Retail Partners, LLC Delaware U.S. Retail Partners Holding, LLC<br><br>U.S. Retail Partners Member, LLC Managing Member<br><br>Member 1%<br><br>99%
FW CO-Arapahoe Village, LLC Delaware U.S. Retail Partners, LLC Member 100%
FW CO-Cherrywood Square, LLC Delaware U.S. Retail Partners, LLC Member 100%
FW MN-Rockford Road, LLC Delaware U.S. Retail Partners, LLC Member 100%
FW MN-Colonial Square, LLC Delaware U.S. Retail Partners, LLC Member 100%
USRP I Holding, LLC Delaware GRI-Regency, LLC Member 100%
USRP I Member, LLC Delaware GRI-Regency, LLC Member 100%
USRP I, LLC Delaware USRP I Holding, LLC<br><br>USRP I Member, LLC Managing Member<br><br>Member 1%<br><br>99%
FW NJ-Plaza Square, LLC Delaware USRP I, LLC Member 100%
FW VA-Greenbriar Town Center, LLC Delaware USRP I, LLC Member 100%
FW VA-Festival at Manchester, LLC Delaware USRP I, LLC Member 100%
FW-Reg II Holdings, LLC Delaware GRI-Regency, LLC Member 100%
FW CA-Bay Hill Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Five Points Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Mariposa Gardens Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Navajo Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Point Loma Plaza, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Rancho San Diego Village, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Silverado Plaza, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Snell & Branham Plaza, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Twin Oaks Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CA-Ygnacio Plaza, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW CT-Corbins Corner Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW DC-Spring Valley Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW IL-Riverside/Rivers Edge, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW IL-Riverview Plaza, LLC Delaware FW-Reg II Holdings, LLC Member 100%
USRP Willow East, LLC Delaware Regency Centers, L.P. Member 100%
FW VA-Ashburn Farm Village Center, LLC Delaware Regency Centers, L.P. Member 100%
FW VA-Fox Mill Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW VA-Kings Park Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW VA-Saratoga Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW VA-The Village Shopping Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW WA-Aurora Marketplace, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW WA-Eastgate Plaza, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW WA-Eastgate Plaza II, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW WA-Overlake Fashion Plaza, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW WA-Overlake Fashion Plaza II, LLC Delaware FW-Reg II Holdings, LLC Member 100%
Parkville Shopping Center, LLC Maryland FW-Reg II Holdings, LLC Member 100%
FW Parkville Borrower, LLC Delaware Parkville Shopping Center, LLC Member 100%

2 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest3 % of<br>Ownership
FW-Reg II Holding Company Two, LLC Delaware GRI-Regency, LLC Member 100%
FW CA-Granada Village, LLC Delaware FW-Reg II Holding Company Two, LLC Member 100%
FW CA-Pleasant Hill Shopping Center, LLC Delaware FW-Reg II Holding Company Two, LLC Member 100%
FW IL-Civic Center Plaza, LLC Delaware FW-Reg II Holding Company Two, LLC Member 100%
FW IN-Willow Lake West, LLC Delaware Regency Centers, L.P. Member 100%
FW NJ-Westmont Shopping Center, LLC Delaware FW-Reg II Holding Company Two, LLC Member 100%
FW NC-Shoppes of Kildaire, LLC Delaware FW-Reg II Holding Company Two, LLC Member 100%
FW OR-Greenway Town Center, LLC Delaware FW-Reg II Holding Company Two, LLC Member 100%
USRP LP, LLC Delaware GRI-Regency, LLC Member 100%
USRP GP, LLC Delaware GRI-Regency, LLC Member 100%
US Retail Partners Limited Partnership Delaware USRP GP, LLC<br><br>USRP LP, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
FW MD Woodmoor Borrower, LLC Delaware US Retail Partners Limited Partnership Member 100%
FW VA-Willston Centre II, LLC Delaware US Retail Partners Limited Partnership Member 100%
FW Woodholme GP, LLC Delaware GRI-Regency, LLC Member 100%
Woodholme Properties Limited Partnership Maryland FW Woodholme GP, LLC<br><br>Eastern Shopping Centers I, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
FW Woodholme Borrower, LLC Delaware Woodholme Properties Limited Partnership Member 100%
Woodholme Properties, LLC Delaware GRI-Regency, LLC Member 100%
FW Southside Marketplace GP, LLC Delaware GRI-Regency, LLC Member 100%
Southside Marketplace Limited Partnership Maryland FW Southside Marketplace GP, LLC<br><br>Eastern Shopping Centers I, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
FW Southside Marketplace Borrower, LLC Delaware Southside Marketplace Limited Partnership Member 100%
FW Southside Marketplace, LLC Delaware GRI-Regency, LLC Member 100%
FW Valley Centre GP, LLC Delaware GRI-Regency, LLC Member 100%
Greenspring Associates Limited Partnership Maryland FW Valley Centre GP, LLC<br><br>Eastern Shopping Centers I, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
FW MD-Greenspring Borrower, LLC Delaware Greenspring Associates Limited Partnership Member 100%
Eastern Shopping Centers I, LLC Delaware GRI-Regency, LLC Member 100%
Cloppers Mill Village Center, LLC Maryland Eastern Shopping Centers I, LLC<br><br>FW-Reg II Holdings, LLC Member<br><br>Member 1%<br><br>99%
City Line Shopping Center Associates Pennsylvania US Retail Partners Limited Partnership<br><br>City Line LP, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
City Line LP, LLC Delaware USRP LP, LLC Member 100%
FW Allenbeth GP, LLC Delaware GRI-Regency, LLC Member 100%
Allenbeth Associates Limited Partnership Maryland FW Allenbeth GP, LLC<br><br>Eastern Shopping Centers I, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
FW Weslyan GP, LLC Delaware GRI-Regency, LLC Member 100%
FW TX-Weslyan Plaza, L.P. Delaware FW Weslyan GP, LLC<br><br>GRI-Regency, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
FW Woodway GP, LLC Delaware GRI-Regency, LLC Member 100%
FW TX-Woodway Collection, L.P. Delaware FW Woodway GP, LLC<br><br>GRI-Regency, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
MCW RC III Hilltop Village Member, LLC Delaware Regency Centers, L.P. Member 100%

3 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest4 % of<br>Ownership
MCW RC III Hilltop Village, LLC Delaware MCW RC III Hilltop Village Member, LLC Member 100%
MCW-RD Brentwood Plaza, LLC Delaware Regency Centers, L.P. Member 100%
MCW-RD Bridgeton, LLC Delaware Regency Centers, L.P. Member 100%
MCW-RD Dardenne Crossing, LLC Delaware Regency Centers, L.P. Member 100%
MCW-RD Kirkwood Commons Member, LLC Delaware Regency Centers, L.P. Member 100%
MCW-RD Kirkwood Commons, LLC Delaware MCW-RD Kirkwood Commons Member, LLC Member 100%
RegCal Holding, LLC Delaware Regency Centers, L.P. Member 100%
CAR Apple Valley Square Member, LLC Delaware Regency Centers, L.P. Member 100%
CAR Apple Valley Square, LLC Delaware CAR Apple Valley Square Member, LLC Member 100%
CAR Apple Valley Land, LLC Delaware Regency Centers, L.P. Member 100%
CAR Calhoun Commons, LLC Delaware Regency Centers, L.P. Member 100%
CAR Corral Hollow, LLC Delaware RegCal Holding, LLC Member 100%
CAR Shops at the Columbia, LLC Delaware Regency Centers, L.P. Member 100%
RC FL-Anastasia, LLC (fka MCW-RC FL-Anastasia, LLC) Delaware Regency Centers, L.P. Member 100%
RC FL-Shoppes at 104, LLC (fka MCW-RC FL-Shoppes at 104, LLC) Delaware Regency Centers, L.P. Member 100%
RC GA-Howell Mill, LLC (fka MCW-RC GA-Howell Mill Village, LLC) Delaware Regency Centers, LLC Member 100%
MCD-RC CA-Amerige, LLC Delaware Regency Centers, L.P. Member 100%
MCD-RC El Cerrito Holdings, LLC Delaware Regency Centers, L.P. Member 100%
MCD-RC CA-El Cerrito, LLC Delaware MCD-RC El Cerrito Holdings, LLC Member 100%
REG8 Member, LLC Delaware Regency Centers, L.P. Member 100%
REG8 Tassajara Crossing, LLC Delaware REG8 Member, LLC Member 100%
REG8 Plaza Hermosa, LLC Delaware REG8 Member, LLC Member 100%
REG8 Mockingbird Commons, LLC Delaware REG8 Member, LLC Member 100%
REG8 Sterling Ridge, LLC Delaware REG8 Member, LLC Member 100%
REG8 Prestonbrook Crossing, LLC Delaware REG8 Member, LLC Member 100%
REG8 Wellington, LLC Delaware REG8 Member, LLC Member 100%
REG8 Berkshire Commons, LLC Delaware REG8 Member, LLC Member 100%
FL-Corkscrew Village Member, LLC Delaware Regency Centers, L.P. Member 100%
FL-Corkscrew Village, LLC Delaware FL-Corkscrew Village Member, LLC Member 100%
FL-Naples Walk Shopping Center Member, LLC Delaware Regency Centers, L.P. Member 100%
FL-Naples Walk Shopping Center, LLC Delaware FL-Naples Walk Shopping Center Member, LLC Member 100%
FL-Northgate Square Member, LLC Delaware Regency Centers, L.P. Member 100%
FL-Northgate Square, LLC Delaware FL-Northgate Square Member, LLC Member 100%
FL-Westchase Center Member, LLC Delaware Regency Centers, L.P. Member 100%
FL-Westchase Center, LLC Delaware FL-Westchase Center Member, LLC Member 100%
19330 Hawthorne, LLC Delaware Regency Centers, L.P. Member 100%
1C Tustin Legacy, LLC Delaware Regency Centers, L.P. Member 100%
60617 Balboa Mesa, LLC Delaware Regency Centers, L.P. Member 100%
4S Regency Partners, LLC Delaware Regency Centers, L.P.<br><br>4S Ranch Company 1700, L.P. Member<br><br>Member 93.433%<br><br>6.567%
Alba Village Phase II, LLC Delaware Regency Centers, L.P. Member 100%
Alba Village Regency, LLC Delaware Regency Centers, L.P. Member 100%
Bartram Park Center, LLC Delaware Regency Centers, L.P.<br><br>Real Sub, LLC Managing Member<br><br>Member 50%<br><br>50%

4 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest5 % of<br>Ownership
Belleview Square, LLC Delaware Regency Centers, L.P. Member 100%
Belmont Chase, LLC Delaware Regency Centers, L.P. Member 100%
Bridges Insurance Company South Carolina Regency Centers, L.P. Shareholder 100%
Buckwalter Bluffton, LLC Delaware Regency Centers, L.P. Member 100%
Caligo Crossing, LLC Delaware Regency Centers, L.P. Member 100%
CityLine-REG, LLC Delaware Regency Centers, L.P. Member 100%
Clayton Valley Shopping Center, LLC Delaware Regency Centers, L.P. Member 100%
Clybourn Commons-REG, LLC Delaware Regency Centers, L.P. Member 100%
Colonnade Regency, L.P. Delaware Regency NC GP, LLC<br><br>Regency Centers, L.P. General Partner<br><br>Limited Partner 1%<br><br>99%
Corvallis Market Center, LLC Delaware Regency Centers, L.P. Member 100%
CPGPI Regency Erwin, LLC Delaware Regency Centers, L.P.<br><br>CPGPI Erwin Retail, LLC Managing Member<br><br>Member 55%<br><br>45%
Fairfax Regency, LLC Delaware Regency Centers, L.P. Member 100%
Fellsway Associates Holdings Company, LLC Delaware Regency Centers, L.P.<br><br>Charter Fellsway, LLC<br><br>Charter Fellsway Group, LLC Member<br><br>Member<br><br>Member 75%<br><br>24%<br><br>1%
Fellsway Associates, LLC Delaware Fellsway Associates Holdings Company, LLC Member 100%
Fellsway Property, LLC Delaware Fellsway Associates Holdings Company, LLC Member 100%
Fontainebleau Square, LLC Delaware Regency Centers, L.P. Member 100%
Gateway Azco GP, LLC Delaware Regency Centers, L.P. Member 100%
Gateway Azco LP, LLC Delaware Regency Centers, L.P. Member 100%
AZCO Partners Pennsylvania Gateway Azco Partners GP, LLC<br><br>Gateway Azco LP, LLC<br><br>Regency Centers, L.P. General Partner<br><br>Limited Partner<br><br>Limited Partner 1%<br><br>89%<br><br>10%
Glen Oak Glenview, LLC Delaware Regency Centers, L.P. Member 100%
Grand Ridge Plaza I, LLC Delaware Regency Centers, L.P. Member 100%
Grand Ridge Plaza II, LLC Delaware Regency Centers, L.P. Member 100%
Hibernia North, LLC Delaware Regency Centers, L.P. Member 100%
Hoadly Regency, LLC Delaware Regency Centers, L.P. Member 100%
Holly Park Property, LLC Delaware Regency Centers, L.P. Member 100%
Hunters Lake Tampa, LLC Delaware Regency Centers, L.P. Member 100%
Indian Springs at Woodlands, Ltd. Texas Indian Springs GP, LLC<br><br>Regency Centers, L.P. General Partner<br><br>Limited Partner 0.1%<br><br>99.9%
Indian Springs GP, LLC Delaware Regency Centers, L.P. Member 100%
La Floresta Regency, LLC Delaware Regency Centers, L.P. Member 100%
Lee Regency, LLC Delaware Regency Centers, L.P. Member 100%
The Marketplace at Briargate, LLC Delaware Regency Centers, L.P. Member 100%
NTC-REG, LLC Delaware Regency Centers, L.P. Member 100%
New Smyrna Regency, LLC Delaware Regency Centers, L.P. Member 100%
Northlake Village Shopping Center, LLC Florida Regency Centers, L.P. Member 100%
Oakshade Regency, LLC Delaware Regency Centers, L.P. Member 100%
Ocala Corners, LLC Delaware Regency Centers, L.P. Member 100%
Parmer Tech Ridge, LLC Delaware Regency Centers, L.P. Member 100%
Regency Centers Acquisitions, LLC Delaware Regency Centers, L.P. Member 100%
Regency Centers Advisors, LLC Florida Regency Centers, L.P. Member 100%
Red Bank Village, LLC Delaware Regency Centers, L.P. Member 100%
Regency Blue Ash, LLC Delaware Regency Centers, L.P. Member 100%
Regency NC GP, LLC Delaware Regency Centers, L.P. Member 100%
Regency-Kleban Properties, LLC Delaware Regency Centers, L.P. Member 80.0000%

5 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest6 % of<br>Ownership
Brick Walk Associates, LLC<br><br>Pine Tree Ventures, LLC<br><br>Bright Star, LLC<br><br>1261 Post Road Associates, LLC<br><br>Kleban Holding Company, LLC<br><br>Kleban Holding Company II, LLC<br><br>Kleban Fairfield, LLC<br><br>Alida Kleban Holding Company, LLC<br><br>Sun Realty Associates, LLC<br><br>Kleban Development Company<br><br>FBW, LLC Member<br><br>Member<br><br>Member<br><br>Member<br><br>Member<br><br>Member<br><br>Member<br><br>Member<br><br>Member<br><br>Member<br><br>Member 5.1676%<br><br>1.1789%<br><br>0.9871%<br><br>1.3768%<br><br>2.6451%<br><br>0.7769%<br><br>1.1790%<br><br>0.8306%<br><br>3.9009%<br><br>0.4598%<br><br>1.4973%
R-K Brick Walk I, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Brick Walk II, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Brick Walk III, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Brick Walk IV, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Brick Walk V, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Fairfield I, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Fairfield IV, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Fairfield V, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Black Rock I, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Black Rock II, LLC Delaware Regency-Kleban Properties, LLC Member 100%
R-K Black Rock III, LLC Delaware Regency-Kleban Properties, LLC Member 100%
Regency Village at Dublin, LLC Delaware Regency Centers, L.P. Member 100%
Sandy Springs Regency, LLC Delaware Regency Centers, L.P. Member 100%
SEPR Regency, LLC Delaware Regency Centers, L.P. Member 100%
Shops at Saugus, LLC Delaware Regency Centers, L.P. Member 100%
Shops at Mira Vista Regency, LLC Delaware Regency Centers, L.P. Member 100%
Shoppes on Riverside Jax, LLC Delaware Regency Centers, L.P. Member 100%
Southpark Cinco Ranch, LLC Delaware Regency Centers, L.P. Member 100%
Spring Hill Town Center, LLC Delaware Regency Centers, L.P. Member 100%
T&R New Albany Development Company, LLC Ohio Regency Centers, L.P. Member 100%
Tinwood, LLC Delaware Regency Centers, L.P.<br><br>Real Sub, LLC Managing Member<br><br>Member 50%<br><br>50%
Tinwood-Pebblebrooke, LLC Delaware Tinwood, LLC Member 100%
Twin City Plaza Member, LLC Delaware Regency Centers, L.P. Member 100%
Twin City Plaza, LLC Delaware Twin City Plaza Member, LLC Member 100%
UC Shopping Center, LLC Delaware Regency Centers, L.P. Member 100%
Uncommon, LLC Delaware Regency Centers, L.P. Member 100%
Uptown Member, LLC Delaware Regency Centers, L.P. Member 100%
Uptown District Regency, LLC Delaware Uptown Member, LLC Member 100%
WFC-Purnell, L.P. Delaware Regency NC GP, LLC<br><br>Regency Centers, L.P. General Partner<br><br>Limited Partner 1%<br><br>99%
Willow Festival Regency, LLC Delaware Regency Centers, L.P. Member 100%
Willow Oaks Crossing, LLC Delaware Regency Centers, L.P. Member 100%
Regency Realty Group, Inc. Florida Regency Centers, L.P.<br><br>Outside Investors Common Stock<br><br>Preferred Stock 100%<br><br>Varies
1488-2978 SC GP, LLC Delaware Regency Centers, L.P. Member 100%
1488-2978 SC, L.P. Texas 1488-2978 SC GP, LLC<br><br>Regency Centers, L.P. General Partner<br><br>Limited Partner 1%<br><br>99%
Centerplace of Greeley III, LLC Delaware Regency Realty Group, Inc. Member 100%
East San Marco, LLC Florida Regency Realty Group, Inc. Member 100%
Lower Nazareth LP Holding, LLC Delaware Regency Realty Group, Inc. Member 100%

6 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest7 % of<br>Ownership
Lower Nazareth Partner, LP Delaware Regency Realty Group, Inc.<br><br>Lower Nazareth LP Holding, LLC Limited Partner<br><br>General Partner 100%<br><br>0%
Lower Nazareth GP, LLC Delaware Regency Realty Group, Inc. Member 100%
Lower Nazareth Commons, LP Delaware Lower Nazareth GP, LLC<br><br>Lower Nazareth Partner, LP General Partner<br><br>Limited Partner .5%<br><br>99.5%
NorthGate Regency, LLC Delaware Regency Centers, L.P. Member 100%
Paso Golden Hill, LLC Delaware Regency Realty Group, Inc. Member 100%
RB Schererville Crossings, LLC Delaware Regency Realty Group, Inc.<br><br>WH41, LLC Managing Member<br><br>Member Varies
Regency Solar, LLC Delaware Regency Realty Group, Inc. Member 100%
Regency Solar II, LLC Delaware New Regency Realty Group, Inc. Member 100%
Seminole Shoppes, LLC Delaware Regency Centers, L.P. Member 100%
Shops at Quail Creek, LLC Delaware Regency Realty Group, Inc. Member 100%
US Regency Hasley Canyon Village, LLC Delaware Sequoia Reverse AHS, LLC Member 100%
US Regency Blossom Valley, LLC Delaware Parnassus Reverse BB, LLC Member 100%
US Regency Alden Bridge, LLC Delaware Sequoia Reverse AHS, LLC Member 100%
US Regency Bethany Park Place, LLC Delaware Parnassus Reverse BB, LLC Member 100%
US Regency Shiloh Springs, LLC Delaware Sequoia Reverse AHS, LLC Member 100%
US Regency Willa Springs, LLC Delaware Regency Centers, L.P. Member 100%
US Regency Dunwoody Hall, LLC Delaware Hancock Reverse D, LLC Member 100%
Parnassus Reverse BB, LLC Delaware Equity One Realty & Management CA, Inc. Member 100%
Hancock Reverse D, LLC Delaware Regency Centers, L.P. Member 100%
Sequoia Reverse AHS, LLC Delaware Regency Centers, L.P. Member 100%
Clarendon Regency I, LLC Delaware Regency Centers, L.P. Member 100%
Mellody Farm, LLC Delaware Regency Centers, L.P. Member 100%
Springwoods Village Stuebner/Regency, LLC Delaware Regency Centers, L.P. Member 100%
Spring Stuebner RRC I Inc. Delaware Springwoods Village Stuebner/Regency, LLC Member 100%
Culver Public Market, LLC Delaware Regency Centers, L.P. Member 100%
Clarendon Regency II, LLC Delaware Regency Centers, L.P. Member 100%
Clarendon Regency III, LLC Delaware Regency Centers, L.P. Member 100%
Clarendon Regency IV, LLC Delaware Regency Centers, L.P. Member 100%
Clarendon Regency V, LLC Delaware Regency Centers, L.P. Member 100%
2C Tustin Legacy, LLC Delaware Regency Centers, L.P. Member 100%
Klahanie Regency, LLC Delaware Regency Centers, L.P. Member 100%
Commonwealth Regency, LLC Delaware Regency Centers, L.P. Member 100%
Commonwealth Regency II, LLC Delaware Regency Centers, L.P. Member 100%
Bridgewater Regency, LLC Delaware Regency Centers, L.P. Member 100%
Midtown East Regency-ITB, LLC Delaware Regency Centers, L.P.<br>I.T.B. Holdings, L.L.C. Member<br><br>Member 50%<br>50%
The Village at Riverstone, LLC Delaware Regency Centers, L.P. Member 100%
Columbia II Plaza Venezia, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Chimney Rock LQR, LLC Delaware New Regency Realty Group, Inc. Member 100%
Garden City Park, LLC Delaware Regency Centers, L.P. Member 100%
Pinecrest Regency, LLC Delaware Regency Centers, L.P. Member 100%
Regency Springing Member, LLC Delaware Regency Centers, L.P. Member 100%
Regency Goodwyn, LLC Delaware Regency Centers, L.P.<br><br>Richmond Shopping Center, Inc. and Goodwyn Bros. General Partnership Managing Member<br><br>Member 64%<br><br>36%
Indigo Square Regency, LLC Delaware Regency Centers, L.P. Member 100%

7 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest8 % of<br>Ownership
5510-5520 Broadway, LLC Delaware Regency Centers, L.P. Member 100%
Equity Asset Investor (Talega) LLC Florida Regency Centers, L.P. Member 100%
Equity One (Bridgemill) LLC Georgia Regency Centers, L.P. Member 100%
Equity One (Copps Hill) LLC Florida Regency Centers, L.P. Member 100%
Equity One (Florida Portfolio) LLC Florida Regency Centers, L.P. Member 100%
Equity One (Louisiana Portfolio) LLC Florida Louisiana Holding LLC Member 100%
Equity One (Northeast Portfolio) LLC Massachusetts Regency Centers, L.P. Member 100%
Equity One (San Carlos) LLC Delaware Equity One (West Coast Portfolio) LLC Member 100%
Equity One (Sheridan Plaza) LLC Florida Regency Centers, L.P. Member 100%
Equity One (Southeast Portfolio) LLC Georgia Regency Centers, L.P. Member 100%
Equity One (Westbury Plaza) LLC Delaware Regency Centers, L.P. Member 100%
Equity One (West Coast Portfolio) LLC Florida Regency Centers, L.P. Member 100%
Equity One (Westport) LLC Florida Regency Centers, L.P. Member 100%
Equity One (Westport Village Center) LLC Delaware Regency Centers, L.P. Member 100%
Equity One Realty & Management NE, LLC Massachusetts Regency Centers, L.P. Member 100%
Regency Centers Management, LLC f/k/a Equity One Realty & Management SE, LLC Georgia Regency Centers, L.P. Member 100%
EQY Portfolio Investor (Empire) LLC Florida Regency Centers, L.P. Member 100%
EQY Portfolio Investor (GRI) LLC Florida Regency Centers, L.P. Member 100%
GRI-EQY (Concord) LLC Delaware EQY Portfolio Investor (GRI) LLC Member 100%
Harvard Collection LLC Delaware Regency Centers, L.P. Member 100%
IRT LP, LLC Georgia Regency Centers, L.P. Member 100%
IRT Partners, L.P. Georgia Regency Centers, L.P.<br><br>IRT LP, LLC General Partner<br><br>Limited Partner 1%<br><br>99%
Louisiana Holding LLC Florida Regency Centers, L.P. Member 100%
Southbury Spirits Member, LLC Connecticut Regency Centers, L.P. Member 100%
Southbury Spirits, LLC Connecticut Southbury Spirits Member, LLC Member 100%
IRT Capital II, LLC (formerly IRT Capital Corporation II) Georgia Regency Centers, L.P. Member 100%
DIM Vastgoed N.V. Netherlands Regency Centers, L.P. Member 100%
EQY-CSC, LLC Delaware Regency Centers, L.P. Member 100%
C&C (US) No. 1, Inc. Delaware Regency Centers. L.P.<br><br>Outside Investors Common Stock<br><br>Preferred Stock 100%<br><br>varies
C&C Delaware, Inc. Delaware C&C (US) No. 1, Inc. Common Stock 100%
621 Colorado Associates, LLC Delaware Equity One Realty & Management CA, Inc. Member 100%
Equity One (Culver) LLC Delaware 621 Colorado Associates, LLC Member 100%
Equity One Realty & Management CA, Inc. Delaware C&C (US) No. 1, Inc. Common Stock 100%
Equity One (Circle West) LLC Delaware Equity One Realty & Management CA, Inc. Member 100%
Equity One (Compo Acres) LLC Connecticut Equity One Realty & Management CA, Inc. Member 100%
Equity One (Darinor) LLC Delaware Equity One Realty & Management CA, Inc. Member 100%
Equity One (Metropolitan) LLC Delaware Equity One Realty & Management CA, Inc. Member 100%
Equity One (Post Road) LLC Connecticut Equity One Realty & Management CA, Inc. Member 100%

8 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest9 % of<br>Ownership
Equity One (Ralphs Circle) LLC Delaware Equity One Realty & Management CA, Inc. Member 100%
Equity One (Vons Circle) LLC Delaware Equity One Realty & Management CA, Inc. Member 100%
Marketplace Center, Inc. California Equity One Realty & Management CA, Inc. Common Stock 100%
Daly City Serramonte Center, LLC Delaware Equity One Realty & Management CA, Inc. Member 100%
Serramonte Center Holding Co. LLC Delaware Daly City Serramonte Center, LLC Member 100%
Willows Center Concord, Inc. California Equity One Realty & Management CA, Inc. Common Stock 100%
Willows Center Concord, LLC California Willows Center Concord, Inc. Member 100%
G.S. Associates Holding Corp. Delaware Equity One Realty & Management CA, Inc. Common Stock 100%
G.S. Associates Joint Venture 326118 California Equity One Realty & Management CA, Inc.<br><br>G.S. Associates Holding Corp. Partner<br><br>Partner 99.9%<br><br>0.1%
Escuela Shopping Center, LLC Delaware G.S. Associates Joint Venture 326118 Member 100%
Equity One (Country Walk) LLC Delaware EQY Portfolio Investor (Empire) LLC Member 100%
Sunlake-Equity One LLC Delaware Regency Centers, L.P. Member 100%
EQY Talega LLC Delaware Equity Asset Investor (Talega) LLC<br><br>Regency Centers, L.P. Member<br><br>Managing Member 99%<br><br>1%
Talega Village Center JV, LLC Delaware EQY Talega LLC<br><br>Regency Centers, L.P. Member<br><br>Managing Member 99%<br><br>1%
Talega Village Center, LLC Delaware Talega Village Center JV, LLC Member 100%
Riverstone Market SWC, LLC Delaware Regency Centers, L.P. Member 100%
Columbia II Metuchen, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Scripps REG, LLC Delaware Regency Centers, L.P. Member 100%
Hewlett I Regency, LLC Delaware Regency Centers, L.P. Member 100%
Hewlett II Regency, LLC Delaware Regency Centers, L.P. Member 100%
Roosevelt Square Regency, LLC Delaware Regency Centers, L.P. Member 100%
Rivertowns Square Regency, LLC Delaware Regency Centers, L.P. Member 100%
Shops on Main LQR, LLC Indiana RB Schererville Crossings, LLC Member 100%
Block in Ballard II, LLC Delaware Block in Ballard II JV, LLC Member 100%
Block in Ballard II JV, LLC Delaware Regency Centers, L.P.<br><br>1290 Broadway Lane REIT, LLC Managing Member<br><br>Member 49.9%<br><br>50.1%
Block in Ballard I JV, LLC Delaware Regency Centers, L.P.<br><br>Principal Enhanced Property Fund, L.P. Managing Member<br><br>Member 49.9%<br><br>50.1%
Block in Ballard, LLC Delaware Reflections at the Lake REIT, LLC Member 100%
Reflections at the Lake REIT, LLC Delaware Block in Ballard I JV, LLC Member 100%
Melrose Market Regency, LLC Delaware Regency Centers, L.P. Member 100%
TF REG, LLC Delaware Regency Centers, L.P.<br><br>Outside Investors Managing Member<br><br>Members 35%<br><br>65%
New Regency Realty Group, Inc. Florida Regency Centers, L.P. Member 100%
6401 Roosevelt Regency, LLC Delaware Regency Centers, L.P. Member 100%
Pruneyard Regency, LLC Delaware Regency Centers, L.P. Member 100%
Old Bridge Regency, LLC Delaware Regency Centers, L.P. Member 100%
Old Bridge Regency-Village, LLC Delaware Old Bridge Regency, LLC<br><br>Village Old Bridge LLC Member<br><br>Member 70%<br><br>30%
Restaurant Ventures, LLC Delaware RB Schererville Crossings, LLC Member 100%
NRRG Net, LLC Delaware New Regency Realty Group, Inc. Member 100%
Stonewall Regency Lending, LLC Delaware Equity One Realty & Management CA, Inc. Member 100%

9 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest10 % of<br>Ownership
Regency Protective Trust II Florida New Regency Realty Group, Inc. Beneficiary 100%
Eastfield at Baybrook, LLC Delaware Regency Centers, L.P. Member 100%
Eastfield REG, LLC Delaware Regency Centers, L.P. Member 100%
Blakeney Crossing Regency, LLC Delaware Regency Centers, L.P. Member 100%
Blakeney Regency, LLC Delaware Regency Centers, L.P. Member 100%
Island Village Regency, LLC Delaware Regency Centers, L.P. Member 100%
Columbia II Naperville Plaza, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Long Island Regency Holdings, LLC Delaware Regency Centers, L.P. Member 100%
Valley Stream Regency, LLC Delaware Long Island Regency Holdings, LLC Member 100%
Eastport Regency, LLC Delaware Long Island Regency Holdings, LLC Member 100%
Wading River Regency, LLC Delaware Long Island Regency Holdings, LLC Member 100%
East Meadow Regency, LLC Delaware Long Island Regency Holdings, LLC Member 100%
East Meadow Plaza Regency, LLC Delaware Regency Centers, L.P. Member 100%
Sienna Pkwy Retail, LLC Delaware Regency Centers, L.P.<br><br>Sienna/Johnson North, L.P. Managing Member<br><br>Member 75%<br><br>25%
IRPF Jenkintown Baederwood Member, LLC Delaware Regency Centers, L.P. Member 100%
Baederwood Fairway, LLC Delaware Charter Jenkintown, LLC<br><br>IRPF Jenkintown Baederwood Member, LLC Member<br><br>Member 20%<br><br>80%
RidgeGate Couplet Grocery Center, LLC Delaware Regency Centers, L.P. Member 100%
Jordan Ranch Grocer, LLC Delaware Regency Centers, L.P.<br><br>HEB Commercial, LLC Managing Member<br><br>Member 50%<br><br>50%
Energy Enterprise Group – JV, LLC Delaware GRI-Regency, LLC Member 100%
Energy Enterprise Group, LLC Delaware New Regency Realty Group, Inc. Member 100%
Westbard TH Regency, LLC Delaware New Regency Realty Group. Inc. Member 100%
Nohl Plaza, LLC Delaware Regency Centers, L.P. Member 100%
Cheshire Regency, LLC Delaware Regency Centers, L.P. Member 100%
Columbia II Old Town Square, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Oakley Regency, LLC Delaware Regency Centers, L.P. Member 100%
Burlywood Centers X, LLC Delaware Regency Centers, L.P. Member 100%
REB-UB Properties, LLC Maryland Hercules Merger Sub, LLC Member 100%
UB Solar, Inc. New Jersey New Regency Realty Group, Inc. Member 100%
UB Solar SPE Yorktown, LLC Delaware UB Solar, Inc. Member 100%
Hercules Merger Sub, LLC Maryland Regency Centers, L.P. Member 100%
323 Railroad, LLC Delaware REG-UB Properties, LLC Member 100%
Pompton Lakes Towne Square Urban Renewal Entity, LLC New Jersey REG-UB Properties, LLC Member 100%
Pompton Lakes Towne Square Urban Renewal Entity II (Retail), LLC New Jersey REG-UB Properties, LLC Member 100%
Staples Plaza Self Storage, LLC Delaware REG-UB Properties, LLC Member 100%
The Dock Self Storage, LLC Delaware REG-UB Properties, LLC Member 100%
UB 970 High Ridge, LLC Delaware REG-UB Properties, LLC Member 100%
UB 1031 Parking, LLC Connecticut REG-UB Properties, LLC Member 100%
UB Bloomfield I, LLC Delaware REG-UB Properties, LLC Member 100%
UB Boonton I, LLC Delaware REG-UB Properties, LLC Member 100%
UB Brewster, LLC Delaware REG-UB Properties, LLC Member 100%
UB Chestnut, LLC New Jersey REG-UB Properties, LLC Member 100%
UB Danbury, LLC Delaware REG-UB Properties, LLC Member 100%
UB Darien, LLC Delaware REG-UB Properties, LLC Member 100%
UB Derby I, LLC Delaware REG-UB Properties, LLC Member 100%

10 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest11 % of<br>Ownership
UB Dockside, LLC Delaware REG-UB Properties, LLC Member 100%
UB Eastchester Plaza, LLC Delaware REG-UB Properties, LLC Member 100%
UB Fairfield Centre, LLC Delaware REG-UB Properties, LLC Member 100%
UB Fort Lee I, LLC New Jersey REG-UB Properties, LLC Member 100%
UB Greenwich I, LLC Connecticut REG-UB Properties, LLC Member 100%
UB Greenwich II-OGCC, LLC Connecticut REG-UB Properties, LLC Member 100%
UB Harrison I, LLC New York REG-UB Properties, LLC Member 100%
UB Kinnelon I, LLC New Jersey REG-UB Properties, LLC Member 100%
UB Litchfield, LLC Delaware REG-UB Properties, LLC Member 100%
UB McLean, LLC New York REG-UB Properties, LLC Member 100%
UB Midland Park, I, LLC New Jersey REG-UB Properties, LLC Member 100%
UB Midway I, LLC Delaware REG-UB Properties, LLC Member 100%
UB Midway II, LLC Delaware REG-UB Properties, LLC Member 100%
UB New City I, LLC Delaware REG-UB Properties, LLC Member 100%
UB New Milford, LLC Delaware REG-UB Properties, LLC Member 100%
UB New Providence, LLC Delaware REG-UB Properties, LLC Member 100%
UB Newfield Green, LLC Connecticut REG-UB Properties, LLC Member 100%
UB NM Fairfield Plaza, LLC Delaware REG-UB Properties, LLC Member 100%
UB Passaic I, LLC Delaware REG-UB Properties, LLC Member 100%
UB Pompton Lakes I, LLC New Jersey REG-UB Properties, LLC Member 100%
UB Putnam, LLC Delaware REG-UB Properties, LLC Member 100%
UB Railside, LLC Delaware REG-UB Properties, LLC Member 100%
UB Riverhead I, LLC New York REG-UB Properties, LLC Member 100%
UB Riverhead II, LLC New York REG-UB Properties, LLC Member 100%
UB Rye LLC New York REG-UB Properties, LLC Member 100%
UB Shelton Gas Pad, LLC Delaware REG-UB Properties, LLC Member 100%
UB Shelton Square, LLC Delaware REG-UB Properties, LLC Member 100%
UB Somers Sub, LLC New York REG-UB Properties, LLC Member 100%
UB Stratford I, LLC Delaware REG-UB Properties, LLC Member 100%
UB Tanglewood, LLC Delaware REG-UB Properties, LLC Member 100%
UB Waldwick I, LLC Delaware REG-UB Properties, LLC Member 100%
UB Wyckoff I, LLC New Jersey REG-UB Properties, LLC Member 100%
UB Yorktown, LLC Delaware REG-UB Properties, LLC Member 100%
UB Stamford, L.P. Delaware REG-UB Properties, LLC<br><br>UB Katonah, LLC General Partner<br><br>Limited Partner 98.774%<br><br>1.226%
UB Katonah, LLC New York REG-UB Properties, LLC Member 100%
UB Ironbound, L.P. Delaware UB Ironbound GP, LLC<br><br>REG-UB Properties, LLC General Partner<br><br>Limited Partner 84.02%<br><br>15.98%
UB Ironbound GP, LLC Delaware REG-UB Properties, LLC Member 100%
Airport Beverages, Inc. Connecticut REG-UB Properties, LLC Shareholder 100%
Greens Farms Beverages, Inc. Connecticut REG-UB Properties, LLC Shareholder 100%
Ridgeway Beverages, Inc. Connecticut REG-UB Properties, LLC Shareholder 100%
The Dock Wine and Liquors, Inc. Connecticut REG-UB Properties, LLC Shareholder 100%
Veterans Plaza Beverages, Inc. Connecticut REG-UB Properties, LLC Shareholder 100%
UB High Ridge, LLC Delaware REG-UB Properties, LLC<br><br>Various Individuals Managing Member<br><br>Other Members 42.8%<br><br>57.2%
UB High Ridge SPE, LLC Delaware UB High Ridge, LLC Member 100%
UB Dumont I, LLC Delaware REG-UB Properties, LLC<br><br>Various Individuals Managing Member<br><br>Other Members 55.9%<br><br>44.1%
Midway Shopping Center, L.P. New York UB Midway I, LLC<br><br>UB Midway II, LLC<br><br>Steinberg Group<br><br>Various Individuals General Partner<br><br>Limited Partner<br><br>General Partner<br><br>Limited Partners 9.97%<br><br>1.83%<br><br>12.52%<br><br>75.68%

11 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

(Regency Centers, L.P. is a subsidiary of Regency Centers Corporation)

Entity Jurisdiction Owner(s) Nature of<br><br>Interest12 % of<br>Ownership
McLean Plaza Associates, LLC New York UB McLean, LLC<br><br>CP-700 McLean Avenue LLC<br><br>JB-700 McLean Avenue LLC Managing Member<br><br>Member<br><br>Member 66.99%<br><br>10.96%<br><br>22.05%
UB Orangeburg, LLC Delaware REG-UB Properties, LLC Member 100%
Riverhead Spirits, Inc. New York REG-UB Properties, LLC<br><br>Lerner Spirits LLC Shareholder<br><br>Shareholder 50%<br><br>50%
BDG Sun-Vet, LLC New York Regency Centers, L.P.<br><br>BDG SV Five, LLC Managing Member 99.2%<br><br>0.8%
Clarendon Regency LQR Holding I, LLC Delaware New Regency Realty Group, Inc. Member 100%
Clarendon Regency LQR Holding II, LLC Delaware Clarendon Regency Holding I, LLC Member 100%
Clarendon Regency LQR Commons, LLC Delaware Clarendon Regency Holding II, LLC Member 100%
Westbard Square LQR, LLC Delaware New Regency Realty Group, Inc. Member 100%
Compo Regency, LLC Delaware Regency Centers, L.P. Member 100%
WW Associates Member LLC Delaware Westbard TH Regency, LLC<br><br>EYA Westwood Investments LLC Managing Member<br><br>Member 83%<br><br>17%
Westwood Associates 2, LLC Delaware Westbard TH Regency, LLC Member 100%
WW Associates Member 2, LLC Delaware Regency Centers, L.P. Member 100%
EGS Division Street, LLC Delaware Regency Centers, L.P.<br><br>Brand Street Properties, LLC Member<br><br>Managing Member 70%<br><br>30%
Columbia II University Commons, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Brentwood Regency, LLC Delaware Regency Centers, L.P. Member 100%
Redlands Regency, LLC Delaware Regency Centers, L.P. Member 100%
Ellis Village Center, LLC Delaware Regency Centers, L.P. Member 100%
Columbia II Armonk Square, LLC Delaware Columbia Regency Partners II, LLC Member 100%
Seven Pines Regency, LLC Delaware Regency Centers, L.P. Member 100%
Beaumont Regency AVG, LLC Delaware Regency Centers, L.P.<br><br>AVG Partners Managing Member<br><br>Member 75%<br><br>25%
RMV Sendero Marketplace, LLC Delaware Regency Centers, L.P. Member 100%
RMV Mercantile East, LLC Delaware Regency Centers, L.P. Member 100%
RMV Mercantile West, LLC Delaware Regency Centers, L.P. Member 100%
RMV Bridgepark Plaza, LLC Delaware Regency Centers, L.P. Member 100%
RMV Mercantile East Ladera, LLC Delaware Regency Centers, L.P. Member 100%
RMV Terrace Shops, LLC Delaware Regency Centers, L.P. Member 100%
Mount Sinai Regency, LLC Delaware Regency Centers, L.P. Member 100%
Stefko Regency, LLC Delaware Regency Centers, L.P. Member 100%
Firstfield Regency, LLC Delaware Regency Centers, L.P. Member 100%
Fall Hill Regency, LLC Delaware Regency Centers, L.P. Member 100%
Ellerbe Square Regency, LLC Delaware Regency Centers, L.P. Member 100%
Morgan Hill Regency, LLC Delaware Regency Centers, L.P. Member 100%
Durbin Regency, LLC Delaware Regency Centers, L.P. Member 100%

12 Unless otherwise noted, the sole member of all single member limited liability companies is also the managing member or manager of the limited liability company.

EX-22

Exhibit 22

SUBSIDIARY GUARANTORS AND ISSUERS OF GUARANTEED SECURITIES

As of December 31, 2025, Regency Centers Corporation owned approximately 97.9% of the outstanding common partnership units of Regency Centers, L.P.

Guaranteed Securities Issuer Guarantor
$100 million 3.81% notes due May 11, 2026 Regency Centers Corporation Regency Centers, L.P.
$100 million 3.91% notes due August 11, 2026 Regency Centers Corporation Regency Centers, L.P.
$525 million 3.60% notes due February 1, 2027 Regency Centers, L.P. Regency Centers Corporation
$300 million 4.125% notes due March 15, 2028 Regency Centers, L.P. Regency Centers Corporation
$425 million 2.95% notes due September 15, 2029 Regency Centers, L.P. Regency Centers Corporation
$600 million 3.70% notes due June 15, 2030 Regency Centers, L.P. Regency Centers Corporation
$400 million 5.00% notes due May 13, 2032 Regency Centers, L.P. Regency Centers Corporation
$400 million 5.25% notes due January 15, 2034 Regency Centers, L.P. Regency Centers Corporation
$325 million 5.10% notes due January 15, 2035 Regency Centers, L.P. Regency Centers Corporation
$425 million 4.40% notes due February 1, 2047 Regency Centers, L.P. Regency Centers Corporation
$300 million 4.65% notes due March 15, 2049 Regency Centers, L.P. Regency Centers Corporation

EX-23.1

Exhibit 23.1

KPMG LLP<br><br>Suite 500<br><br>501 Riverside Avenue<br><br>Jacksonville, FL 32202

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statements (No. 333-270763) on Form S-3 ASR, (No. 333-125858 and No. 333-202971) on Form S-3, and (No. 333-24971, No. 333-149872, No. 333-239423, No. 333-231427 and No. 333-174662) on Form S-8 of Regency Centers Corporation and (No. 333-270763-01) on Form S-3 ASR of Regency Centers, L.P. of our reports dated February 13, 2026, with respect to the consolidated financial statements of Regency Centers Corporation and Regency Centers, L.P. and the effectiveness of internal control over financial reporting.

/s/ KPMG LLP

Jacksonville, Florida

February 13, 2026

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Lisa Palmer, certify that:

  • I have reviewed this Annual Report on Form 10-K of Regency Centers Corporation (“registrant”);
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  • Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  • Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  • Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
  • The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 13, 2026

/s/ Lisa Palmer
Lisa Palmer
President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael J. Mas, certify that:

  • I have reviewed this Annual Report on Form 10-K of Regency Centers Corporation (“registrant”);
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  • Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  • Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  • Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
  • The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 13, 2026

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer

EX-31.3

Exhibit 31.3

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Lisa Palmer, certify that:

  • I have reviewed this Annual Report on Form 10-K of Regency Centers, L.P. (“registrant”);
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  • Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  • Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  • Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
  • The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 13, 2026

/s/ Lisa Palmer
Lisa Palmer
President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

EX-31.4

Exhibit 31.4

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act and Rule 13a-14(a)

or 15d-14(a) under the Securities Exchange Act of 1934

I, Michael J. Mas, certify that:

  • I have reviewed this Annual Report on Form 10-K of Regency Centers, L.P. (“registrant”);
  • Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
  • Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
  • The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  • Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
  • Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
  • Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
  • Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
  • The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
  • All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
  • Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 13, 2026

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant

EX-32.1

Exhibit 32.1

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Regency Centers Corporation, hereby certify, based on my knowledge, that the Annual Report on Form 10-K of Regency Centers Corporation for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation as of the dates and for the period express in this Report.

Date: February 13, 2026

/s/ Lisa Palmer
Lisa Palmer
President and Chief Executive Officer

EX-32.2

Exhibit 32.2

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Regency Centers Corporation, hereby certify, based on my knowledge, that the Annual Report on Form 10-K of Regency Centers Corporation for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers Corporation as of the dates and for the period expressed in this Report.

Date: February 13, 2026

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer

EX-32.3

Exhibit 32.3

Written Statement of the Chief Executive Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Executive Officer of Regency Centers, L.P., hereby certify, based on my knowledge, that the Annual Report on Form 10-K of Regency Centers, L.P. for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P. as of the dates and for the periods expressed in this Report.

Date: February 13, 2026

/s/ Lisa Palmer
Lisa Palmer
President and Chief Executive Officer of Regency Centers Corporation, general partner of registrant

EX-32.4

Exhibit 32.4

Written Statement of the Chief Financial Officer

Pursuant to 18 U.S.C. §1350

Solely for the purposes of complying with 18 U.S.C. §1350, I, the undersigned Chief Financial Officer of Regency Centers, L.P., hereby certify, based on my knowledge, that the Annual Report on Form 10-K of Regency Centers, L.P. for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Regency Centers, L.P. as of the dates and for the periods expressed in this Report.

Date: February 13, 2026

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant

EX-99

Exhibit 99

FEDERAL INCOME TAX CONSIDERATIONS

The following is a general summary of certain material U.S. federal income tax considerations regarding our election to be taxed as a real estate investment trust (“REIT”) and the acquisition, ownership and disposition of our capital stock or the debt securities of Regency Centers, L.P. (the “Partnership”). This summary replaces and supersedes in all respects the information contained (1) under the heading “Certain Material Federal Income Tax Considerations” that is contained in the prospectus (the “Prospectus”) included as part of the registration statements on Form S-3 and S-3ASR of the Company and the Partnership under the Securities Act of 1933, as amended (Nos. 333-125858, 333-202971, 333-270763 and 333-270763-01), (2) in the third paragraph of Item 8.01 of the Company’s and Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2025 (the “January 2025 Current Report”), (3) in Exhibit 99.1 to the January 2025 Current Report, and (4) in Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 4, 2025. For purposes of this discussion, references to “we,” “our” and “us” mean only Regency Centers Corporation and do not include any of its subsidiaries, except as otherwise indicated. This summary is for general information only and is not tax advice. The information in this summary is based on:

• the Internal Revenue Code of 1986, as amended (the “Code”);

• current, temporary and proposed Treasury regulations promulgated under the Code (the “Treasury Regulations”);

• the legislative history of the Code;

• administrative interpretations and practices of the Internal Revenue Service (the “IRS”); and

• court decisions;

in each case, as of the date of this Exhibit 99.1 to Annual Report on Form 10-K. In addition, the administrative interpretations and practices of the IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS except with respect to the particular taxpayers who requested and received those rulings. The sections of the Code and the corresponding Treasury Regulations that relate to qualification and taxation as a REIT are highly technical and complex. The following discussion sets forth certain material aspects of the sections of the Code that govern the U.S. federal income tax treatment of a REIT and its stockholders and the holders of the Partnership’s debt securities. This summary is qualified in its entirety by the applicable Code provisions, Treasury Regulations, and administrative and judicial interpretations thereof. Potential tax reforms may result in significant changes to the rules governing U.S. federal income taxation. New legislation, Treasury Regulations, administrative interpretations and practices and/or court decisions may significantly and adversely affect our ability to qualify as a REIT, the U.S. federal income tax consequences of such qualification, or the U.S. federal income tax consequences of an investment in our capital stock or the Partnership’s debt securities, including those described in this discussion. Moreover, the law relating to the tax treatment of other entities, or an investment in other entities, could change, making an investment in such other entities more attractive relative to an investment in a REIT. Any such changes could apply retroactively to transactions preceding the date of the change. We have not requested, and do not plan to request, any rulings from the IRS that we qualify as a REIT, and the statements in the Prospectus and this Exhibit 99.1 to the Annual Report on Form 10-K are not binding on the IRS or any court. Thus, we can provide no assurance that the tax considerations contained in this discussion will not be challenged by the IRS or will be sustained by a court if challenged by the IRS. This summary does not discuss any state, local or non-U.S. tax consequences, or any tax consequences arising under any U.S. federal tax laws other than U.S. federal income tax laws, associated with the purchase, ownership or disposition of our capital stock or the Partnership’s debt securities, or our election to be taxed as a REIT.

You are urged to consult your tax advisors regarding the tax consequences to you of:

• the purchase, ownership and disposition of our capital stock, including the U.S. federal, state, local, non-U.S. and other tax consequences;

• our election to be taxed as a REIT for U.S. federal income tax purposes; and

• potential changes in applicable tax laws.

|US-DOCS\167451656.4||

Taxation of Our Company

General. We have elected to be taxed as a REIT under Sections 856 through 860 of the Code commencing with our taxable year ended December 31, 1993. We believe that we have been organized and have operated in a manner that has allowed us to qualify for taxation as a REIT under the Code commencing with such taxable year, and we intend to continue to be organized and operate in this manner. However, qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, including through actual operating results, asset composition, distribution levels and diversity of stock ownership. Accordingly, no assurance can be given that we have been organized and have operated, or will continue to be organized and operate, in a manner so as to qualify or remain qualified as a REIT. See “—Failure to Qualify” for potential tax consequences if we fail to qualify as a REIT.

Latham & Watkins LLP has acted as our tax counsel in connection with filing of the January 2025 Current Report and this Annual Report on Form 10-K. Latham & Watkins LLP rendered an opinion to us, as of January 6, 2025, to the effect that, commencing with our taxable year ended December 31, 2021, we have been organized and have operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and our proposed method of operation will enable us to continue to meet the requirements for qualification and taxation as a REIT under the Code. It must be emphasized that this opinion was based on various assumptions and representations as to factual matters, including representations made by us in a factual certificate provided by one or more of our officers. In addition, this opinion was based upon our factual representations set forth in the Prospectus. Moreover, our qualification and taxation as a REIT depend upon our ability to meet the various qualification tests imposed under the Code, which are discussed below, including through actual operating results, asset composition, distribution levels and diversity of stock ownership, the results of which have not been and will not be reviewed by Latham & Watkins LLP. Accordingly, no assurance can be given that our actual results of operations for any particular taxable year have satisfied or will satisfy those requirements. Further, the anticipated U.S. federal income tax treatment described herein may be changed, perhaps retroactively, by legislative, administrative or judicial action at any time. Latham & Watkins LLP has no obligation to update its opinion subsequent to the date of such opinion.

Provided we qualify for taxation as a REIT, we generally will not be required to pay U.S. federal corporate income taxes on our REIT taxable income that is currently distributed to our stockholders. This treatment substantially eliminates the “double taxation” that ordinarily results from investment in a C corporation. A C corporation is a corporation that generally is required to pay tax at the corporate level. Double taxation means taxation once at the corporate level when income is earned and once again at the stockholder level when the income is distributed. We will, however, be required to pay U.S. federal income tax as follows:

• First, we will be required to pay regular U.S. federal corporate income tax on any undistributed REIT taxable income, including undistributed capital gain.

• Second, if we have (1) net income from the sale or other disposition of “foreclosure property” held primarily for sale to customers in the ordinary course of business or (2) other nonqualifying income from foreclosure property, we will be required to pay regular U.S. federal corporate income tax on this income. To the extent that income from foreclosure property is otherwise qualifying income for purposes of the 75% gross income test, this tax is not applicable. Subject to certain other requirements, foreclosure property generally is defined as property we acquired through foreclosure or after a default on a loan secured by the property or a lease of the property.

• Third, we will be required to pay a 100% tax on any net income from prohibited transactions. Prohibited transactions are, in general, sales or other taxable dispositions of property, other than foreclosure property, held as inventory or primarily for sale to customers in the ordinary course of business.

• Fourth, if we fail to satisfy the 75% gross income test or the 95% gross income test, each as described below, but have otherwise maintained our qualification as a REIT because certain other requirements are met, we will be required to pay a tax equal to (1) the greater of (A) the amount by which we fail to satisfy the 75% gross income test and (B) the amount by which we fail to satisfy the 95% gross income test, multiplied by (2) a fraction intended to reflect our profitability.

• Fifth, if we fail to satisfy any of the asset tests (other than a de minimis failure of the 5% or 10% asset test), as described below, due to reasonable cause and not due to willful neglect, and we nonetheless maintain our REIT qualification because of specified cure provisions, we will be required to pay a tax equal to the greater of

|US-DOCS\167451656.4||

$50,000 or the U.S. federal corporate income tax rate multiplied by the net income generated by the nonqualifying assets that caused us to fail such test.

• Sixth, if we fail to satisfy any provision of the Code that would result in our failure to qualify as a REIT (other than a violation of the gross income tests or certain violations of the asset tests, as described below) and the violation is due to reasonable cause and not due to willful neglect, we may retain our REIT qualification but we will be required to pay a penalty of $50,000 for each such failure.

• Seventh, we will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year at least the sum of (1) 85% of our ordinary income for the year, (2) 95% of our capital gain net income for the year, and (3) any undistributed taxable income from prior periods.

• Eighth, if we acquire any asset from a corporation that is or has been a C corporation in a transaction in which our tax basis in the asset is less than the fair market value of the asset, in each case determined as of the date on which we acquired the asset, and we subsequently recognize gain on the disposition of the asset during the five-year period beginning on the date on which we acquired the asset, then we generally will be required to pay regular U.S. federal corporate income tax on this gain to the extent of the excess of (1) the fair market value of the asset over (2) our adjusted tax basis in the asset, in each case determined as of the date on which we acquired the asset. The results described in this paragraph with respect to the recognition of gain assume that the C corporation will refrain from making an election to receive different treatment under applicable Treasury Regulations on its tax return for the year in which we acquire the asset from the C corporation. Under applicable Treasury Regulations, any gain from the sale of property we acquired in an exchange under Section 1031 (a like-kind exchange) or Section 1033 (an involuntary conversion) of the Code generally is excluded from the application of this built-in gains tax.

• Ninth, our subsidiaries that are C corporations and are not qualified REIT subsidiaries, including our “taxable REIT subsidiaries” described below, generally will be required to pay regular U.S. federal corporate income tax on their earnings.

• Tenth, we will be required to pay a 100% tax on any “redetermined rents,” “redetermined deductions,” “excess interest” or “redetermined TRS service income,” as described below under “—Penalty Tax.” In general, redetermined rents are rents from real property that are overstated as a result of services furnished to any of our tenants by a taxable REIT subsidiary of ours. Redetermined deductions and excess interest generally represent amounts that are deducted by a taxable REIT subsidiary of ours for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations. Redetermined TRS service income generally represents income of a taxable REIT subsidiary that is understated as a result of services provided to us or on our behalf.

• Eleventh, we may elect to retain and pay income tax on our net capital gain. In that case, a stockholder would include its proportionate share of our undistributed capital gain (to the extent we make a timely designation of such gain to the stockholder) in its income, would be deemed to have paid the tax that we paid on such gain, and would be allowed a credit for its proportionate share of the tax deemed to have been paid, and an adjustment would be made to increase the tax basis of the stockholder in our capital stock.

• Twelfth, if we fail to comply with the requirement to send annual letters to our stockholders holding at least a certain percentage of our stock, as determined under applicable Treasury Regulations, requesting information regarding the actual ownership of our stock, and the failure is not due to reasonable cause or is due to willful neglect, we will be subject to a $25,000 penalty, or if the failure is intentional, a $50,000 penalty.

We and our subsidiaries may be subject to a variety of taxes other than U.S. federal income tax, including payroll taxes and state and local income, property and other taxes on our assets and operations.

From time to time, we may own properties in other countries, which may impose taxes on our operations within their jurisdictions. To the extent possible, we will structure our activities to minimize our non-U.S. tax liability. However, there can be no assurance that we will be able to eliminate our non-U.S. tax liability or reduce it to a specified level. Furthermore, as a REIT, both we and our stockholders will derive little or no benefit from foreign tax credits arising from those non-U.S. taxes.

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Requirements for Qualification as a REIT. The Code defines a REIT as a corporation, trust or association:

(1) that is managed by one or more trustees or directors;

(2) that issues transferable shares or transferable certificates to evidence its beneficial ownership;

(3) that would be taxable as a domestic corporation, but for Sections 856 through 860 of the Code;

(4) that is not a financial institution or an insurance company within the meaning of certain provisions of the Code;

(5) that is beneficially owned by 100 or more persons;

(6) not more than 50% in value of the outstanding stock of which is owned, actually or constructively, by five or fewer individuals, including certain specified entities, during the last half of each taxable year; and

(7) that meets other tests, described below, regarding the nature of its income and assets and the amount of its distributions.

The Code provides that conditions (1) to (4), inclusive, must be met during the entire taxable year and that condition (5) must be met during at least 335 days of a taxable year of 12 months, or during a proportionate part of a taxable year of less than 12 months. Conditions (5) and (6) do not apply until after the first taxable year for which an election is made to be taxed as a REIT. For purposes of condition (6), the term “individual” includes a supplemental unemployment compensation benefit plan, a private foundation or a portion of a trust permanently set aside or used exclusively for charitable purposes, but generally does not include a qualified pension plan or profit sharing trust.

We believe that we have been organized and have operated in a manner that has allowed us, and will continue to allow us, to satisfy conditions (1) through (7), inclusive, during the relevant time periods. In addition, our charter provides for restrictions regarding ownership and transfer of our shares that are intended to assist us in continuing to satisfy the share ownership requirements described in conditions (5) and (6) above. A description of the share ownership and transfer restrictions relating to our capital stock is contained in the discussion in the Prospectus under the heading “Description of the Securities That May Be Offered by Regency Centers Corporation—Capital Stock of Regency Centers Corporation—Restrictions on Ownership of Capital Stock.” These restrictions, however, do not ensure that we have previously satisfied, and may not ensure that we will, in all cases, be able to continue to satisfy, the share ownership requirements described in conditions (5) and (6) above. If we fail to satisfy these share ownership requirements, then except as provided in the next sentence, our status as a REIT will terminate. If, however, we comply with the rules contained in applicable Treasury Regulations that require us to ascertain the actual ownership of our shares and we do not know, or would not have known through the exercise of reasonable diligence, that we failed to meet the requirement described in condition (6) above, we will be treated as having met this requirement. See “—Failure to Qualify.”

In addition, we may not maintain our status as a REIT unless our taxable year is the calendar year. We have and will continue to have a calendar taxable year.

Ownership of Interests in Partnerships, Limited Liability Companies and Qualified REIT Subsidiaries. In the case of a REIT that is a partner in a partnership (for purposes of this discussion, references to “partnership” include a limited liability company treated as a partnership for U.S. federal income tax purposes, and references to “partner” include a member in such a limited liability company), Treasury Regulations provide that the REIT will be deemed to own its proportionate share of the assets of the partnership based on its interest in partnership capital, subject to special rules relating to the 10% asset test described below. Also, the REIT will be deemed to be entitled to its proportionate share of the income of that entity. The assets and gross income of the partnership retain the same character in the hands of the REIT for purposes of Section 856 of the Code, including satisfying the gross income tests and the asset tests. Thus, our pro rata share of the assets and items of income of the Partnership, including the Partnership’s share of these items of any partnership or disregarded entity for U.S. federal income tax purposes in which it owns an interest, is treated as our assets and items of income for purposes of applying the requirements described in this discussion, including the gross income and asset tests described below. A brief summary of the rules governing the U.S. federal income taxation of partnerships is set forth below in “—Tax Aspects of the Partnership and the Subsidiary Partnerships and Limited Liability Companies.”

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We have control of the Partnership and the subsidiary partnerships and intend to operate them in a manner consistent with the requirements for our qualification as a REIT. If we become a limited partner or non-managing member in any partnership and such entity takes or expects to take actions that could jeopardize our status as a REIT or require us to pay tax, we may be forced to dispose of our interest in such entity. In addition, it is possible that a partnership could take an action which could cause us to fail a gross income or asset test, and that we would not become aware of such action in time to dispose of our interest in the partnership or take other corrective action on a timely basis. In such a case, we could fail to qualify as a REIT unless we were entitled to relief, as described below.

We may from time to time own and operate certain properties through wholly-owned subsidiaries that we intend to be treated as “qualified REIT subsidiaries” under the Code. A corporation (or other entity treated as a corporation for U.S. federal income tax purposes) will qualify as our qualified REIT subsidiary if we own 100% of the corporation’s outstanding stock and do not elect with the subsidiary to treat it as a “taxable REIT subsidiary,” as described below. A qualified REIT subsidiary is not treated as a separate corporation, and all assets, liabilities and items of income, gain, loss, deduction and credit of a qualified REIT subsidiary are treated as assets, liabilities and items of income, gain, loss, deduction and credit of the parent REIT for all purposes under the Code, including all REIT qualification tests. Thus, in applying the U.S. federal income tax requirements described in this discussion, any qualified REIT subsidiaries we own are ignored, and all assets, liabilities and items of income, gain, loss, deduction and credit of such corporations are treated as our assets, liabilities and items of income, gain, loss, deduction and credit. A qualified REIT subsidiary is not subject to U.S. federal income tax, and our ownership of the stock of a qualified REIT subsidiary will not violate the restrictions on ownership of securities, as described below under “—Asset Tests.”

Ownership of Interests in Taxable REIT Subsidiaries. We and the Partnership own interests in companies that have elected, together with us, to be treated as our taxable REIT subsidiaries, and we may acquire securities in additional taxable REIT subsidiaries in the future. A taxable REIT subsidiary is a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) other than a REIT in which a REIT directly or indirectly holds stock, and that has made a joint election with such REIT to be treated as a taxable REIT subsidiary. If a taxable REIT subsidiary owns more than 35% of the total voting power or value of the outstanding securities of another corporation, such other corporation will also be treated as a taxable REIT subsidiary. Other than some activities relating to lodging and health care facilities, a taxable REIT subsidiary may generally engage in any business, including the provision of customary or non-customary services to tenants of its parent REIT. A taxable REIT subsidiary is subject to U.S. federal income tax as a regular C corporation. A REIT is not treated as holding the assets of a taxable REIT subsidiary or as receiving any income that the taxable REIT subsidiary earns. Rather, the stock issued by the taxable REIT subsidiary is an asset in the hands of the REIT, and the REIT generally recognizes as income the dividends, if any, that it receives from the taxable REIT subsidiary. A REIT’s ownership of securities of a taxable REIT subsidiary is not subject to the 5% or 10% asset test described below. See “—Asset Tests.” Taxpayers are subject to a limitation on their ability to deduct net business interest generally equal to 30% of adjusted taxable income, subject to certain exceptions. See “—Annual Distribution Requirements.” While not certain, this provision may limit the ability of our taxable REIT subsidiaries to deduct interest, which could increase their taxable income.

Ownership of Interests in Subsidiary REITs. We own and may acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax and (ii) the Subsidiary REIT’s failure to qualify could have an adverse effect on our ability to comply with the REIT income and asset tests, and thus could impair our ability to qualify as a REIT unless we could avail ourselves of certain relief provisions.

Income Tests. We must satisfy two gross income requirements annually to maintain our qualification as a REIT. First, in each taxable year we must derive directly or indirectly at least 75% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions and certain foreign currency gains) from investments relating to real property or mortgages on real property, including “rents from real property,” dividends from other REITs and, in certain circumstances, interest, or certain types of temporary investments. Second, in each taxable year we must derive at least 95% of our gross income (excluding gross income from prohibited transactions, certain hedging transactions and certain foreign currency gains) from the real property investments described above or dividends, interest and gain from the sale or disposition of stock or securities, or from any combination of the foregoing. For these purposes, the term “interest” generally does not include any amount received or accrued, directly or indirectly, if the determination of all or some of the amount

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depends in any way on the income or profits of any person. However, an amount received or accrued generally will not be excluded from the term “interest” solely by reason of being based on a fixed percentage or percentages of receipts or sales.

Rents we receive from a tenant will qualify as “rents from real property” for the purpose of satisfying the gross income requirements for a REIT described above only if all of the following conditions are met:

• The amount of rent is not based in whole or in part on the income or profits of any person. However, an amount we receive or accrue generally will not be excluded from the term “rents from real property” solely because it is based on a fixed percentage or percentages of receipts or sales or if it is based on the net income of a tenant which derives substantially all of its income with respect to such property from subleasing of substantially all of such property, to the extent that the rents paid by the subtenants would qualify as rents from real property if we earned such amounts directly;

• Neither we nor an actual or constructive owner of 10% or more of our capital stock actually or constructively owns 10% or more of the interests in the assets or net profits of a non-corporate tenant, or, if the tenant is a corporation, 10% or more of the total combined voting power of all classes of stock entitled to vote or 10% or more of the total value of all classes of stock of the tenant. Rents we receive from such a tenant that is a taxable REIT subsidiary of ours, however, will not be excluded from the definition of “rents from real property” as a result of this condition if at least 90% of the space at the property to which the rents relate is leased to third parties, and the rents paid by the taxable REIT subsidiary are substantially comparable to rents paid by our other tenants for comparable space. Whether rents paid by a taxable REIT subsidiary are substantially comparable to rents paid by other tenants is determined at the time the lease with the taxable REIT subsidiary is entered into, extended, and modified, if such modification increases the rents due under such lease. Notwithstanding the foregoing, however, if a lease with a “controlled taxable REIT subsidiary” is modified and such modification results in an increase in the rents payable by such taxable REIT subsidiary, any such increase will not qualify as “rents from real property.” For purposes of this rule, a “controlled taxable REIT subsidiary” is a taxable REIT subsidiary in which the parent REIT owns stock possessing more than 50% of the voting power or more than 50% of the total value of the outstanding stock of such taxable REIT subsidiary;

• Rent attributable to personal property, leased in connection with a lease of real property, is not greater than 15% of the total rent received under the lease. If this condition is not met, then the portion of the rent attributable to personal property will not qualify as “rents from real property.” To the extent that rent attributable to personal property, leased in connection with a lease of real property, exceeds 15% of the total rent received under the lease, we may transfer a portion of such personal property to a taxable REIT subsidiary; and

• We generally may not operate or manage the property or furnish or render services to our tenants, subject to a 1% de minimis exception and except as provided below. We may, however, perform services that are “usually or customarily rendered” in connection with the rental of space for occupancy only and are not otherwise considered “rendered to the occupant” of the property. Examples of these services include the provision of light, heat, or other utilities, trash removal and general maintenance of common areas. In addition, we may employ an independent contractor from whom we derive no revenue to provide customary services to our tenants, or a taxable REIT subsidiary (which may be wholly or partially owned by us) to provide both customary and non-customary services to our tenants, without causing the rent we receive from those tenants to fail to qualify as “rents from real property.”

We generally do not intend, and, as the general partner of the Partnership, we do not intend to permit the Partnership, to take actions we believe will cause us to fail to satisfy the rental conditions described above. However, we may intentionally fail to satisfy some of these conditions to the extent we determine, based on the advice of our tax counsel, that the failure will not jeopardize our tax status as a REIT. In addition, with respect to the limitation on the rental of personal property, we generally have not obtained appraisals of the real property and personal property leased to tenants. Accordingly, there can be no assurance that the IRS will not disagree with our determinations of value.

Income we receive that is attributable to the rental of parking spaces at the properties generally will constitute rents from real property for purposes of the gross income tests if certain services provided with respect to the parking spaces are performed by independent contractors from whom we derive no revenue, either directly or indirectly, or by a taxable REIT

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subsidiary, and certain other conditions are met. We believe that the income we receive that is attributable to parking spaces will meet these tests and, accordingly, will constitute rents from real property for purposes of the gross income tests.

From time to time, we may enter into hedging transactions with respect to one or more of our assets or liabilities. Our hedging activities may include entering into interest rate swaps, caps, and floors, options to purchase these items, and futures and forward contracts. Income from a hedging transaction, including gain from the sale or disposition of such a transaction, that is clearly identified as a hedging transaction as specified in the Code will not constitute gross income under, and thus will be excluded from, the 75% and 95% gross income tests. The term “hedging transaction,” as used above, generally means (A) any transaction we enter into in the normal course of our business primarily to manage risk of (1) interest rate changes or fluctuations with respect to borrowings made or to be made by us to acquire or carry real estate assets, or (2) currency fluctuations with respect to an item of qualifying income under the 75% or 95% gross income test or any property which generates such income and (B) new transactions entered into to hedge the income or loss from prior hedging transactions, where the property or indebtedness which was the subject of the prior hedging transaction was extinguished or disposed of. To the extent that we do not properly identify such transactions as hedges or we hedge with other types of financial instruments, the income from those transactions is not likely to be treated as qualifying income for purposes of the gross income tests. We intend to structure any hedging transactions in a manner that does not jeopardize our status as a REIT.

From time to time, we may invest in one or more entities located outside the United States, through a taxable REIT subsidiary or otherwise. These acquisitions could cause us to incur foreign currency gains or losses. Any foreign currency gains, to the extent attributable to specified items of qualifying income or gain, or specified qualifying assets, however, generally will not constitute gross income for purposes of the 75% and 95% gross income tests, and therefore will be excluded from these tests.

To the extent our taxable REIT subsidiaries pay dividends or interest, our allocable share of such dividend or interest income will qualify under the 95%, but (subject to certain exceptions) not the 75%, gross income test. Notwithstanding the foregoing, our allocable share of such interest would also qualify under the 75% gross income test to the extent the interest is paid on a loan that is adequately secured by real property.

We will monitor the amount of the dividend and other income from our taxable REIT subsidiaries and will take actions intended to keep this income, and any other nonqualifying income, within the limitations of the gross income tests. Although we expect these actions will be sufficient to prevent a violation of the gross income tests, we cannot guarantee that such actions will in all cases prevent such a violation.

If we fail to satisfy one or both of the 75% or 95% gross income tests for any taxable year, we may nevertheless qualify as a REIT for the year if we are entitled to relief under certain provisions of the Code. We generally may make use of the relief provisions if:

• following our identification of the failure to meet the 75% or 95% gross income tests for any taxable year, we file a schedule with the IRS setting forth each item of our gross income for purposes of the 75% or 95% gross income tests for such taxable year in accordance with Treasury Regulations to be issued; and

• our failure to meet these tests was due to reasonable cause and not due to willful neglect.

It is not possible, however, to state whether in all circumstances we would be entitled to the benefit of these relief provisions. For example, if we fail to satisfy the gross income tests because nonqualifying income that we intentionally accrue or receive exceeds the limits on nonqualifying income, the IRS could conclude that our failure to satisfy the tests was not due to reasonable cause. If these relief provisions do not apply to a particular set of circumstances, we will not qualify as a REIT. See “—Failure to Qualify” below. As discussed above in “—General,” even if these relief provisions apply, and we retain our status as a REIT, a tax would be imposed with respect to our nonqualifying income. We may not always be able to comply with the gross income tests for REIT qualification despite periodic monitoring of our income.

Prohibited Transaction Income. Any gain that we realize on the sale of property (other than any foreclosure property) held as inventory or otherwise held primarily for sale to customers in the ordinary course of business, including our share of any such gain realized by the Partnership, either directly or through its subsidiary partnerships, will be treated as income from a prohibited transaction that is subject to a 100% penalty tax, unless certain safe harbor exceptions apply. This prohibited transaction income may also adversely affect our ability to satisfy the gross income tests for qualification as a

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REIT. Under existing law, whether property is held as inventory or primarily for sale to customers in the ordinary course of a trade or business is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. As the general partner of the Partnership, we intend to cause the Partnership to hold its properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing and owning its properties and to make occasional sales of the properties as are consistent with our investment objectives. We do not intend, and do not intend to permit the Partnership or its subsidiary partnerships, to enter into any sales that are prohibited transactions. However, the IRS may successfully contend that some or all of the sales made by the Partnership or its subsidiary partnerships are prohibited transactions. We would be required to pay the 100% penalty tax on our allocable share of the gains resulting from any such sales. The 100% penalty tax will not apply to gains from the sale of assets that are held through a taxable REIT subsidiary, but such income will be subject to regular U.S. federal corporate income tax.

Penalty Tax. Any redetermined rents, redetermined deductions, excess interest or redetermined TRS service income we generate will be subject to a 100% penalty tax. In general, redetermined rents are rents from real property that are overstated as a result of any services furnished to any of our tenants by a taxable REIT subsidiary of ours, redetermined deductions and excess interest represent any amounts that are deducted by a taxable REIT subsidiary of ours for amounts paid to us that are in excess of the amounts that would have been deducted based on arm’s length negotiations, and redetermined TRS service income is income of a taxable REIT subsidiary that is understated as a result of services provided to us or on our behalf. Rents we receive will not constitute redetermined rents if they qualify for certain safe harbor provisions contained in the Code.

We do not believe we have been, and do not expect to be, subject to this penalty tax, although any rental or service arrangements we enter into from time to time may not satisfy the safe-harbor provisions referenced above. We intend to set any fees paid to our taxable REIT subsidiaries for services, and any rent payable to us by our taxable REIT subsidiaries, at arm’s length rates, although the amounts paid may not satisfy the safe-harbor provisions referenced above. These determinations are inherently factual, and the IRS has broad discretion to assert that amounts paid between related parties should be reallocated to clearly reflect their respective incomes. If the IRS successfully made such an assertion, we would be required to pay a 100% penalty tax on any overstated rents paid to us, or any excess deductions or understated income of our taxable REIT subsidiaries.

Asset Tests. At the close of each calendar quarter of our taxable year, we must also satisfy certain tests relating to the nature and diversification of our assets. First, at least 75% of the value of our total assets must be represented by real estate assets, cash, cash items and U.S. government securities. For purposes of this test, the term “real estate assets” generally means real property (including interests in real property and interests in mortgages on real property or on both real property and, to a limited extent, personal property), shares (or transferable certificates of beneficial interest) in other REITs, any stock or debt instrument attributable to the investment of the proceeds of a stock offering or a public offering of debt with a term of at least five years (but only for the one-year period beginning on the date the REIT receives such proceeds), debt instruments of publicly offered REITs, and personal property leased in connection with a lease of real property for which the rent attributable to personal property is not greater than 15% of the total rent received under the lease.

Second, not more than 25% of the value of our total assets may be represented by securities (including securities of taxable REIT subsidiaries), other than those securities includable in the 75% asset test.

Third, of the investments included in the 25% asset class, and except for certain investments in other REITs, our qualified REIT subsidiaries and taxable REIT subsidiaries, the value of any one issuer’s securities may not exceed 5% of the value of our total assets, and we may not own more than 10% of the total vote or value of the outstanding securities of any one issuer. Certain types of securities we may own are disregarded as securities solely for purposes of the 10% value test, including, but not limited to, securities satisfying the “straight debt” safe harbor, securities issued by a partnership that itself would satisfy the 75% income test if it were a REIT, any loan to an individual or an estate, any obligation to pay rents from real property and any security issued by a REIT. In addition, solely for purposes of the 10% value test, the determination of our interest in the assets of a partnership in which we own an interest will be based on our proportionate interest in any securities issued by the partnership, excluding for this purpose certain securities described in the Code. From time to time we may own securities (including debt securities) of issuers that do not qualify as a REIT, a qualified REIT subsidiary or a taxable REIT subsidiary. We intend that our ownership of any such securities will be structured in a manner that allows us to comply with the asset tests described above.

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Fourth, not more than 20% (25% for taxable years beginning after July 30, 2008 and before January 1, 2018 and taxable years beginning after December 31, 2025) of the value of our total assets may be represented by the securities of one or more taxable REIT subsidiaries. We and the Partnership own interests in companies that have elected, together with us, to be treated as our taxable REIT subsidiaries, and we may acquire securities in additional taxable REIT subsidiaries in the future. So long as each of these companies qualifies as a taxable REIT subsidiary of ours, we will not be subject to the 5% asset test, the 10% voting power limitation or the 10% value limitation with respect to our ownership of the securities of such companies. We believe that the aggregate value of our taxable REIT subsidiaries has not exceeded, and in the future will not exceed, 20% (25% for taxable years beginning after July 30, 2008 and before January 1, 2018 and taxable years beginning after December 31, 2025) of the aggregate value of our gross assets. We generally do not obtain independent appraisals to support these conclusions. In addition, there can be no assurance that the IRS will not disagree with our determinations of value.

Fifth, not more than 25% of the value of our total assets may be represented by debt instruments of publicly offered REITs to the extent those debt instruments would not be real estate assets but for the inclusion of debt instruments of publicly offered REITs in the meaning of real estate assets, as described above (e.g., a debt instrument issued by a publicly offered REIT that is not secured by a mortgage on real property).

In addition, we may acquire certain mezzanine loans secured by equity interests in pass-through entities that directly or indirectly own real property. Revenue Procedure 2003-65 (the “Revenue Procedure”) provides a safe harbor pursuant to which mezzanine loans meeting the requirements of the safe harbor will be treated by the IRS as real estate assets for purposes of the REIT asset tests. In addition, any interest derived from such mezzanine loans will be treated as qualifying mortgage interest for purposes of the 75% gross income test (described above). Although the Revenue Procedure provides a safe harbor on which taxpayers may rely, it does not prescribe rules of substantive tax law. The mezzanine loans that we acquire may not meet all of the requirements of the safe harbor. Accordingly, there can be no assurance that the IRS will not challenge the qualification of such assets as real estate assets or the interest generated by these loans as qualifying income under the 75% gross income test (described above). The asset tests must be satisfied at the close of each calendar quarter of our taxable year in which we (directly or through any partnership or qualified REIT subsidiary) acquire securities in the applicable issuer, and also at the close of each calendar quarter in which we increase our ownership of securities of such issuer (including as a result of an increase in our interest in any partnership that owns such securities). For example, our indirect ownership of securities of each issuer will increase as a result of our capital contributions to the Partnership or as limited partners exercise any redemption/exchange rights. Also, after initially meeting the asset tests at the close of any quarter, we will not lose our status as a REIT for failure to satisfy the asset tests at the end of a later quarter solely by reason of changes in asset values. If we fail to satisfy an asset test because we acquire securities or other property during a quarter (including as a result of an increase in our interest in any partnership), we may cure this failure by disposing of sufficient nonqualifying assets within 30 days after the close of that quarter. We believe that we have maintained, and we intend to maintain, adequate records of the value of our assets to ensure compliance with the asset tests. If we fail to cure any noncompliance with the asset tests within the 30-day cure period, we would cease to qualify as a REIT unless we are eligible for certain relief provisions discussed below.

Certain relief provisions may be available to us if we discover a failure to satisfy the asset tests described above after the 30-day cure period. Under these provisions, we will be deemed to have met the 5% and 10% asset tests if the value of our nonqualifying assets (i) does not exceed the lesser of (a) 1% of the total value of our assets at the end of the applicable quarter or (b) $10,000,000, and (ii) we dispose of the nonqualifying assets or otherwise satisfy such tests within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury Regulations to be issued. For violations of any of the asset tests due to reasonable cause and not due to willful neglect and that are, in the case of the 5% and 10% asset tests, in excess of the de minimis exception described above, we may avoid disqualification as a REIT after the 30-day cure period by taking steps including (i) the disposition of sufficient nonqualifying assets, or the taking of other actions, which allow us to meet the asset tests within (a) six months after the last day of the quarter in which the failure to satisfy the asset tests is discovered or (b) the period of time prescribed by Treasury Regulations to be issued, (ii) paying a tax equal to the greater of (a) $50,000 or (b) the U.S. federal corporate income tax rate multiplied by the net income generated by the nonqualifying assets, and (iii) disclosing certain information to the IRS.

Although we believe we have satisfied the asset tests described above and plan to take steps to ensure that we satisfy such tests for any quarter with respect to which retesting is to occur, there can be no assurance that we will always be

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successful, or will not require a reduction in the Partnership’s overall interest in an issuer (including in a taxable REIT subsidiary). If we fail to cure any noncompliance with the asset tests in a timely manner, and the relief provisions described above are not available, we would cease to qualify as a REIT.

Annual Distribution Requirements. To maintain our qualification as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders each year in an amount at least equal to the sum of:

• 90% of our REIT taxable income; and

• 90% of our after-tax net income, if any, from foreclosure property; minus

• the excess of the sum of certain items of non-cash income over 5% of our REIT taxable income.

For these purposes, our REIT taxable income is computed without regard to the dividends paid deduction and our net capital gain. In addition, for purposes of this test, non-cash income generally means income attributable to leveled stepped rents, original issue discount, cancellation of indebtedness, or a like-kind exchange that is later determined to be taxable.

In addition, our REIT taxable income will be reduced by any taxes we are required to pay on any gain we recognize from the disposition of any asset we acquired from a corporation that is or has been a C corporation in a transaction in which our tax basis in the asset is less than the fair market value of the asset, in each case determined as of the date on which we acquired the asset, within the five-year period following our acquisition of such asset, as described above under “—General.”

Except as provided below, a taxpayer’s deduction for net business interest expense will generally be limited to 30% of its taxable income, as adjusted for certain items of income, gain, deduction or loss. Any business interest deduction that is disallowed due to this limitation may be carried forward to future taxable years, subject to special rules applicable to partnerships. If we or any of our subsidiary partnerships (including the Partnership) are subject to this interest expense limitation, our REIT taxable income for a taxable year may be increased. Taxpayers that conduct certain real estate businesses may elect not to have this interest expense limitation apply to them, provided that they use an alternative depreciation system to depreciate certain property. We believe that we or any of our subsidiary partnerships that are subject to this interest expense limitation will be eligible to make this election. If such election is made, although we or such subsidiary partnership, as applicable, would not be subject to the interest expense limitation described above, depreciation deductions may be reduced and, as a result, our REIT taxable income for a taxable year may be increased.

We generally must pay, or be treated as paying, the distributions described above in the taxable year to which they relate. At our election, a distribution will be treated as paid in a taxable year if it is declared before we timely file our tax return for such year and paid on or before the first regular dividend payment after such declaration, provided such payment is made during the 12-month period following the close of such year. These distributions are treated as received by our stockholders in the year in which they are paid. This is so even though these distributions relate to the prior year for purposes of the 90% distribution requirement. In order to be taken into account for purposes of our distribution requirement, except as provided below, the amount distributed must not be preferential—i.e., every stockholder of the class of stock to which a distribution is made must be treated the same as every other stockholder of that class, and no class of stock may be treated other than according to its dividend rights as a class. This preferential dividend limitation will not apply to distributions made by us, provided we qualify as a “publicly offered REIT.” We believe that we are, and expect we will continue to be, a publicly offered REIT. However, Subsidiary REITs we may own from time to time may not be publicly offered REITs. To the extent that we do not distribute all of our net capital gain, or distribute at least 90%, but less than 100%, of our REIT taxable income, as adjusted, we will be required to pay regular U.S. federal corporate income tax on the undistributed amount. We believe that we have made, and we intend to continue to make, timely distributions sufficient to satisfy these annual distribution requirements and to minimize our corporate tax obligations. In this regard, the partnership agreement of the Partnership authorizes us, as the general partner of the Partnership, to take such steps as may be necessary to cause the Partnership to distribute to its partners an amount sufficient to permit us to meet these distribution requirements and to minimize our corporate tax obligation.

We expect that our REIT taxable income will be less than our cash flow because of depreciation and other non-cash charges included in computing REIT taxable income. Accordingly, we anticipate that we generally will have sufficient cash or liquid assets to enable us to satisfy the distribution requirements described above. However, from time to time, we may not

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have sufficient cash or other liquid assets to meet these distribution requirements due to timing differences between the actual receipt of income and actual payment of deductible expenses, and the inclusion of income and deduction of expenses in determining our taxable income. In addition, we may decide to retain our cash, rather than distribute it, in order to repay debt or for other reasons. If these timing differences occur, we may borrow funds to pay dividends or pay dividends in the form of taxable stock distributions in order to meet the distribution requirements, while preserving our cash.

Under some circumstances, we may be able to rectify an inadvertent failure to meet the 90% distribution requirement for a year by paying “deficiency dividends” to our stockholders in a later year, which may be included in our deduction for dividends paid for the earlier year. In that case, we may be able to avoid being taxed on amounts distributed as deficiency dividends, subject to the 4% excise tax described below. However, we will be required to pay interest to the IRS based upon the amount of any deduction claimed for deficiency dividends. While the payment of a deficiency dividend will apply to a prior year for purposes of our REIT distribution requirements, it will be treated as an additional distribution to our stockholders in the year such dividend is paid. In addition, if a dividend paid by a REIT (including one of our Subsidiary REITs) is treated as a preferential dividend, in lieu of treating the dividend as not counting toward satisfying the 90% distribution requirement, the IRS may provide a remedy to cure such failure if the IRS determines that such failure is (or is of a type that is) inadvertent or due to reasonable cause and not due to willful neglect.

Furthermore, we will be required to pay a 4% excise tax to the extent we fail to distribute during each calendar year at least the sum of 85% of our ordinary income for such year, 95% of our capital gain net income for the year and any undistributed taxable income from prior periods. Any ordinary income and net capital gain on which U.S. federal corporate income tax is imposed for any year is treated as an amount distributed during that year for purposes of calculating this excise tax.

For purposes of the 90% distribution requirement and excise tax described above, dividends declared during the last three months of the taxable year, payable to stockholders of record on a specified date during such period and paid during January of the following year, will be treated as paid by us and received by our stockholders on December 31 of the year in which they are declared.

Like-Kind Exchanges. We may dispose of real property that is not held primarily for sale in transactions intended to qualify as like-kind exchanges under the Code. Such like-kind exchanges are intended to result in the deferral of gain for U.S. federal income tax purposes. The failure of any such transaction to qualify as a like-kind exchange could require us to pay U.S. federal income tax, possibly including the 100% prohibited transaction tax, or deficiency dividends, depending on the facts and circumstances surrounding the particular transaction.

Tax Liabilities and Attributes Inherited in Connection with Acquisitions. From time to time, we or the Partnership may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historical tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of its assets within five years of the acquisition, we could be required to pay the built-in gain tax described above under “—General.” In addition, in order to qualify as a REIT, at the end of any taxable year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C corporation, we must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation. We also could be required to pay the acquired entity’s unpaid taxes even though such liabilities arose prior to the time we acquired the entity.

Moreover, we or one of our subsidiaries may from time to time acquire other REITs through a merger or acquisition. If any such REIT failed to qualify as a REIT for any of its taxable years, such REIT would be liable for (and we or our subsidiary, as applicable, as the surviving corporation in the merger or acquisition, would be obligated to pay) regular U.S. federal corporate income tax on its taxable income for such taxable years. In addition, if such REIT was a C corporation at the time of the merger or acquisition, the tax consequences described in the preceding paragraph generally would apply. If such REIT failed to qualify as a REIT for any of its taxable years, but qualified as a REIT at the time of such merger or acquisition, and we acquired such REIT’s assets in a transaction in which our tax basis in the assets of such REIT is determined, in whole or in part, by reference to such REIT’s tax basis in such assets, we generally would be subject to tax on the built-in gain on each asset of such REIT as described above if we were to dispose of the asset in a taxable transaction during the five-year period following such REIT’s requalification as a REIT, subject to certain exceptions. Moreover, even if such REIT qualified as a REIT at all relevant times, we would similarly be liable for other unpaid taxes (if any) of such REIT

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(such as the 100% tax on gains from any sales treated as “prohibited transactions” as described above under “—Prohibited Transaction Income”).

Furthermore, after our acquisition of another corporation or entity, the asset and income tests will apply to all of our assets, including the assets we acquire from such corporation or entity, and to all of our income, including the income derived from the assets we acquire from such corporation or entity. As a result, the nature of the assets that we acquire from such corporation or entity and the income we derive from those assets may have an effect on our tax status as a REIT.

Failure to Qualify. If we discover a violation of a provision of the Code that would result in our failure to qualify as a REIT, certain specified cure provisions may be available to us. Except with respect to violations of the gross income tests and asset tests (for which the cure provisions are described above), and provided the violation is due to reasonable cause and not due to willful neglect, these cure provisions generally impose a $50,000 penalty for each violation in lieu of a loss of REIT status. If we fail to satisfy the requirements for taxation as a REIT in any taxable year, and the relief provisions do not apply, we will be required to pay regular U.S. federal corporate income tax, including any applicable alternative minimum tax, on our taxable income. Distributions to stockholders in any year in which we fail to qualify as a REIT will not be deductible by us. As a result, we anticipate that our failure to qualify as a REIT would reduce the cash available for distribution by us to our stockholders. In addition, if we fail to qualify as a REIT, we will not be required to distribute any amounts to our stockholders and all distributions to stockholders will be taxable as regular corporate dividends to the extent of our current and accumulated earnings and profits. In such event, corporate stockholders may be eligible for the dividends-received deduction. In addition, non-corporate stockholders, including individuals, may be eligible for the preferential tax rates on qualified dividend income. Non-corporate stockholders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period requirements and other limitations. If we fail to qualify as a REIT, such stockholders may not claim this deduction with respect to dividends paid by us. Unless entitled to relief under specific statutory provisions, we would also be ineligible to elect to be treated as a REIT for the four taxable years following the year for which we lose our qualification. It is not possible to state whether in all circumstances we would be entitled to this statutory relief.

Tax Aspects of the Partnership and the Subsidiary Partnerships and Limited Liability Companies

General. All of our investments are held indirectly through the Partnership. In addition, the Partnership holds certain of its investments indirectly through subsidiary partnerships and limited liability companies that we believe are and will continue to be treated as partnerships or disregarded entities for U.S. federal income tax purposes. In general, entities that are treated as partnerships or disregarded entities for U.S. federal income tax purposes are “pass-through” entities which are not required to pay U.S. federal income tax. Rather, partners of such partnerships are allocated their shares of the items of income, gain, loss, deduction and credit of the partnership, and are potentially required to pay tax on this income, without regard to whether they receive a distribution from the partnership. We will include in our income our share of these partnership items for purposes of the various gross income tests, the computation of our REIT taxable income, and the REIT distribution requirements. Moreover, for purposes of the asset tests, we will include our pro rata share of assets held by the Partnership, including its share of the assets of its subsidiary partnerships, based on our capital interests in each such entity. See “—Taxation of Our Company—Ownership of Interests in Partnerships, Limited Liability Companies and Qualified REIT Subsidiaries.” A disregarded entity is not treated as a separate entity for U.S. federal income tax purposes, and all assets, liabilities and items of income, gain, loss, deduction and credit of a disregarded entity are treated as assets, liabilities and items of income, gain, loss, deduction and credit of its parent that is not a disregarded entity (e.g., the Partnership) for all purposes under the Code, including all REIT qualification tests.

Entity Classification. Our interests in the Partnership and the subsidiary partnerships and limited liability companies involve special tax considerations, including the possibility that the IRS might challenge the status of these entities as partnerships or disregarded entities for U.S. federal income tax purposes. For example, an entity that would otherwise be treated as a partnership for U.S. federal income tax purposes may nonetheless be taxable as a corporation if it is a “publicly traded partnership” and certain other requirements are met. A partnership would be treated as a publicly traded partnership if its interests are traded on an established securities market or are readily tradable on a secondary market or a substantial equivalent thereof, within the meaning of applicable Treasury Regulations. We do not anticipate that the Partnership or any subsidiary partnership will be treated as a publicly traded partnership that is taxable as a corporation. However, if any such entity were treated as a corporation, it would be required to pay an entity-level tax on its income. In this situation, the

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character of our assets and items of gross income would change and could prevent us from satisfying the REIT asset tests and possibly the REIT income tests. See “—Taxation of Our Company—Asset Tests” and “—Income Tests.” This, in turn, could prevent us from qualifying as a REIT. See “—Taxation of Our Company—Failure to Qualify” for a discussion of the effect of our failure to meet these tests. In addition, a change in the tax status of the Partnership or a subsidiary treated as a partnership or disregarded entity to a corporation might be treated as a taxable event. If so, we might incur a tax liability without any related cash payment. We believe the Partnership and each of the subsidiary partnerships and limited liability companies are and will continue to be treated as partnerships or disregarded entities for U.S. federal income tax purposes.

Allocations of Items of Income, Gain, Loss and Deduction. A partnership agreement (or, in the case of a limited liability company treated as a partnership for U.S. federal income tax purposes, the limited liability company agreement) generally will determine the allocation of income and loss among partners. These allocations, however, will be disregarded for tax purposes if they do not comply with the provisions of Section 704(b) of the Code and the Treasury Regulations thereunder. Generally, Section 704(b) of the Code and the Treasury Regulations thereunder require that partnership allocations respect the economic arrangement of the partners. If an allocation of partnership income or loss does not comply with the requirements of Section 704(b) of the Code and the Treasury Regulations thereunder, the item subject to the allocation will be reallocated in accordance with the partners’ interests in the partnership. This reallocation will be determined by taking into account all of the facts and circumstances relating to the economic arrangement of the partners with respect to such item. The allocations of taxable income and loss of the Partnership and any subsidiaries that are treated as partnerships for U.S. federal income tax purposes are intended to comply with the requirements of Section 704(b) of the Code and the Treasury Regulations thereunder.

Tax Allocations With Respect to the Properties. Under Section 704(c) of the Code, items of income, gain, loss and deduction attributable to appreciated or depreciated property that is contributed to a partnership in exchange for an interest in the partnership must be allocated in a manner so that the contributing partner is charged with the unrealized gain or benefits from the unrealized loss associated with the property at the time of the contribution. The amount of the unrealized gain or unrealized loss generally is equal to the difference between the fair market value or book value and the adjusted tax basis of the contributed property at the time of contribution (this difference is referred to as a book-tax difference), as adjusted from time to time. These allocations are solely for U.S. federal income tax purposes and do not affect the book capital accounts or other economic or legal arrangements among the partners.

The Partnership may, from time to time, acquire interests in property in exchange for interests in the Partnership. In that case, the tax basis of these property interests generally will carry over to the Partnership, notwithstanding their different book (i.e., fair market) value. The partnership agreement requires that income and loss allocations with respect to these properties be made in a manner consistent with Section 704(c) of the Code. Treasury Regulations issued under Section 704(c) of the Code provide partnerships with a choice of several methods of accounting for book-tax differences. Depending on the method we choose in connection with any particular contribution, the carryover basis of each of the contributed interests in the properties in the hands of the Partnership (1) could cause us to be allocated lower amounts of depreciation deductions for tax purposes than would be allocated to us if any of the contributed properties were to have a tax basis equal to its respective fair market value at the time of the contribution and (2) could cause us to be allocated taxable gain in the event of a sale of such contributed interests or properties in excess of the economic or book income allocated to us as a result of such sale, with a corresponding benefit to the other partners in the Partnership. An allocation described in clause (2) above might cause us or the other partners to recognize taxable income in excess of cash proceeds in the event of a sale or other disposition of property, which might adversely affect our ability to comply with the REIT distribution requirements. See “—Taxation of Our Company—Requirements for Qualification as a REIT” and “—Annual Distribution Requirements.”

Any property acquired by the Partnership in a taxable transaction will initially have a tax basis equal to its fair market value, and Section 704(c) of the Code generally will not apply.

Partnership Audit Rules. Under current tax law, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and any partner’s distributive share thereof) is determined, and taxes, interest, or penalties attributable thereto are assessed and collected, at the partnership level. It is possible that these rules could result in partnerships in which we directly or indirectly invest, including the Partnership, being required to pay additional taxes, interest and penalties as a result of an audit adjustment, and we, as a direct or indirect partner of these partnerships, could be required to bear the economic burden of those taxes, interest, and penalties even though we, as a REIT, may not otherwise have been required to pay additional corporate-level taxes as a result of the related audit adjustment.

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Investors are urged to consult their tax advisors with respect to these rules and their potential impact on their investment in our capital stock.

Material U.S. Federal Income Tax Consequences to Holders of Our Capital Stock and the Partnership’s Debt Securities

The following discussion is a summary of certain material U.S. federal income tax consequences to you of purchasing, owning and disposing of our capital stock or the Partnership’s debt securities. This discussion is limited to holders who hold our capital stock or the Partnership’s debt securities as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a holder’s particular circumstances, including the alternative minimum tax. In addition, except where specifically noted, it does not address consequences relevant to holders subject to special rules, including, without limitation:

• U.S. expatriates and former citizens or long-term residents of the United States;

• U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

• persons holding our capital stock or the Partnership’s debt securities as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

• banks, insurance companies, and other financial institutions;

• REITs or regulated investment companies;

• brokers, dealers or traders in securities;

• “controlled foreign corporations,” “foreign controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

• S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

• tax-exempt organizations or governmental organizations;

• persons subject to special tax accounting rules as a result of any item of gross income with respect to our capital stock or the Partnership’s debt securities being taken into account in an applicable financial statement;

• persons deemed to sell our capital stock or the Partnership’s debt securities under the constructive sale provisions of the Code;

• tax-qualified retirement plans; and

• persons who hold or receive our capital stock pursuant to the exercise of any employee stock option or otherwise as compensation.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR CAPITAL STOCK OR THE PARTNERSHIP’S DEBT SECURITIES ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS), UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of our capital stock or the Partnership’s debt securities that, for U.S. federal income tax purposes, is or is treated as:

• an individual who is a citizen or resident of the United States;

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• a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of our capital stock or the Partnership’s debt securities that is neither a U.S. holder nor an entity treated as a partnership for U.S. federal income tax purposes.

If an entity treated as a partnership for U.S. federal income tax purposes holds our capital stock or the Partnership’s debt securities, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our capital stock or the Partnership’s debt securities and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

Taxation of Taxable U.S. Holders of Our Capital Stock

Distributions Generally. Distributions out of our current or accumulated earnings and profits will be treated as dividends and, other than with respect to capital gain dividends and certain amounts which have previously been subject to corporate level tax, as discussed below, will be taxable to our taxable U.S. holders as ordinary income when actually or constructively received. See “—Tax Rates” below. As long as we qualify as a REIT, these distributions will not be eligible for the dividends-received deduction in the case of U.S. holders that are corporations or, except to the extent described in “—Tax Rates” below, the preferential rates on qualified dividend income applicable to non-corporate U.S. holders, including individuals. For purposes of determining whether distributions to holders of our capital stock are out of our current or accumulated earnings and profits, our earnings and profits will be allocated first to our outstanding preferred stock, if any, and then to our outstanding common stock.

To the extent that we make distributions on our capital stock in excess of our current and accumulated earnings and profits allocable to such stock, these distributions will be treated first as a tax-free return of capital to a U.S. holder to the extent of the U.S. holder’s adjusted tax basis in such shares of stock. This treatment will reduce the U.S. holder’s adjusted tax basis in such shares of stock by such amount, but not below zero. Distributions in excess of our current and accumulated earnings and profits and in excess of a U.S. holder’s adjusted tax basis in its shares will be taxable as capital gain. Such gain will be taxable as long-term capital gain if the shares have been held for more than one year. Dividends we declare in October, November, or December of any year and which are payable to a holder of record on a specified date in any of these months will be treated as both paid by us and received by the holder on December 31 of that year, provided we actually pay the dividend on or before January 31 of the following year. U.S. holders may not include in their own income tax returns any of our net operating losses or capital losses.

U.S. holders that receive taxable stock distributions, including distributions partially payable in our capital stock and partially payable in cash, would be required to include the full amount of the distribution (i.e., the cash and the stock portion) as a dividend (subject to limited exceptions) to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes, as described above. The amount of any distribution payable in our capital stock generally is equal to the amount of cash that could have been received instead of the capital stock. Depending on the circumstances of a U.S. holder, the tax on the distribution may exceed the amount of the distribution received in cash, in which case such U.S. holder would have to pay the tax using cash from other sources. If a U.S. holder sells the capital stock it received in connection with a taxable stock distribution in order to pay this tax and the proceeds of such sale are less than the amount required to be included in income with respect to the stock portion of the distribution, such U.S. holder could have a capital loss with respect to the stock sale that could not be used to offset such income. A U.S. holder that receives capital stock pursuant to such distribution generally has a tax basis in such capital stock equal to the amount of cash that could have been received instead of such capital stock as described above, and has a holding period in such capital stock that begins on the day immediately following the payment date for the distribution.

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Capital Gain Dividends. Dividends that we properly designate as capital gain dividends will generally be taxable to our taxable U.S. holders as a gain from the sale or disposition of a capital asset held for more than one year, to the extent that such gain does not exceed our actual net capital gain for the taxable year, and may not exceed our dividends paid for the taxable year, including dividends paid the following year that are treated as paid in the current year. U.S. holders that are corporations may, however, be required to treat up to 20% of certain capital gain dividends as ordinary income. If we properly designate any portion of a dividend as a capital gain dividend, then, except as otherwise required by law, we presently intend to allocate a portion of the total capital gain dividends paid or made available to holders of all classes of our capital stock for the year to the holders of each class of our capital stock in proportion to the amount that our total dividends, as determined for U.S. federal income tax purposes, paid or made available to the holders of each such class of our capital stock for the year bears to the total dividends, as determined for U.S. federal income tax purposes, paid or made available to holders of all classes of our capital stock for the year. In addition, except as otherwise required by law, we will make a similar allocation with respect to any undistributed long-term capital gains which are to be included in our stockholders’ long-term capital gains, based on the allocation of the capital gain amount which would have resulted if those undistributed long-term capital gains had been distributed as “capital gain dividends” by us to our stockholders.

Retention of Net Capital Gains. We may elect to retain, rather than distribute as a capital gain dividend, all or a portion of our net capital gains. If we make this election, we would pay tax on our retained net capital gains. In addition, to the extent we so elect, our earnings and profits (determined for U.S. federal income tax purposes) would be adjusted accordingly, and a U.S. holder generally would:

• include its pro rata share of our undistributed capital gain in computing its long-term capital gains in its U.S. federal income tax return for its taxable year in which the last day of our taxable year falls, subject to certain limitations as to the amount that is includable;

• be deemed to have paid its share of the capital gains tax imposed on us on the designated amounts included in the U.S. holder’s income as long-term capital gain;

• receive a credit or refund for the amount of tax deemed paid by it;

• increase the adjusted tax basis of its capital stock by the difference between the amount of includable gains and the tax deemed to have been paid by it; and

• in the case of a U.S. holder that is a corporation, appropriately adjust its earnings and profits for the retained capital gains in accordance with Treasury Regulations to be promulgated by the IRS.

Passive Activity Losses and Investment Interest Limitations. Distributions we make and gain arising from the sale or exchange of our capital stock by a U.S. holder will not be treated as passive activity income. As a result, U.S. holders generally will not be able to apply any “passive losses” against this income or gain. A U.S. holder generally may elect to treat capital gain dividends, capital gains from the disposition of our capital stock and income designated as qualified dividend income, as described in “—Tax Rates” below, as investment income for purposes of computing the investment interest limitation, but in such case, the holder will be taxed at ordinary income rates on such amount. Other distributions made by us, to the extent they do not constitute a return of capital, generally will be treated as investment income for purposes of computing the investment interest limitation.

Dispositions of Our Capital Stock. Except as described below under “—Taxation of Taxable U.S. Holders of Our Capital Stock—Redemption or Repurchase by Us,” if a U.S. holder sells or disposes of shares of our capital stock, it will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the amount of cash and the fair market value of any property received on the sale or other disposition and the holder’s adjusted tax basis in the shares. This gain or loss, except as provided below, will be long-term capital gain or loss if the holder has held such capital stock for more than one year. However, if a U.S. holder recognizes a loss upon the sale or other disposition of capital stock that it has held for six months or less, after applying certain holding period rules, the loss recognized will be treated as a long-term capital loss to the extent the U.S. holder received distributions from us which were required to be treated as long-term capital gains. The deductibility of capital losses is subject to limitations.

Redemption or Repurchase by Us. A redemption or repurchase of shares of our capital stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to the extent of our current and accumulated earnings and profits as described above under “—Distributions Generally”) unless the redemption or repurchase satisfies one of the tests

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set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed or repurchased shares. The redemption or repurchase generally will be treated as a sale or exchange if it:

• is “substantially disproportionate” with respect to the U.S. holder,

• results in a “complete redemption” of the U.S. holder’s stock interest in us, or

• is “not essentially equivalent to a dividend” with respect to the U.S. holder,

all within the meaning of Section 302(b) of the Code.

In determining whether any of these tests has been met, shares of our capital stock, including capital stock and other equity interests in us, considered to be owned by the U.S. holder by reason of certain constructive ownership rules set forth in the Code, as well as shares of our capital stock actually owned by the U.S. holder, generally must be taken into account. Because the determination as to whether any of the alternative tests of Section 302(b) of the Code will be satisfied with respect to the U.S. holder depends upon the facts and circumstances at the time that the determination must be made, U.S. holders are advised to consult their tax advisors to determine such tax treatment.

If a redemption or repurchase of shares of our capital stock is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. See “—Distributions Generally.” A U.S. holder’s adjusted tax basis in the redeemed or repurchased shares generally will be transferred to the holder’s remaining shares of our capital stock, if any. If a U.S. holder owns no other shares of our capital stock, under certain circumstances, such basis may be transferred to a related person or it may be lost entirely. Prospective investors should consult their tax advisors regarding the U.S. federal income tax consequences of a redemption or repurchase of our capital stock.

If a redemption or repurchase of shares of our capital stock is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described under “—Dispositions of Our Capital Stock.”

Tax Rates. The maximum tax rate for non-corporate taxpayers for (1) long-term capital gains, including certain “capital gain dividends,” generally is 20% (although depending on the characteristics of the assets which produced these gains and on designations which we may make, certain capital gain dividends may be taxed at a 25% rate) and (2) “qualified dividend income” generally is 20%. In general, dividends payable by REITs are not eligible for the reduced tax rate on qualified dividend income, except to the extent that certain holding period requirements have been met and the REIT’s dividends are attributable to dividends received from taxable corporations (such as its taxable REIT subsidiaries) or to income that was subject to tax at the corporate/REIT level (for example, if the REIT distributed taxable income that it retained and paid tax on in the prior taxable year). Capital gain dividends will only be eligible for the rates described above to the extent that they are properly designated by the REIT as “capital gain dividends.” U.S. holders that are corporations may be required to treat up to 20% of some capital gain dividends as ordinary income. In addition, non-corporate U.S. holders, including individuals, generally may deduct up to 20% of dividends from a REIT, other than capital gain dividends and dividends treated as qualified dividend income, for purposes of determining their U.S. federal income tax (but not for purposes of the 3.8% Medicare tax), subject to certain holding period requirements and other limitations.

Taxation of Tax-Exempt Holders of Our Capital Stock

Dividend income from us and gain arising upon a sale of shares of our capital stock generally should not be unrelated business taxable income (“UBTI”) to a tax-exempt holder, except as described below. This income or gain will be UBTI, however, to the extent a tax-exempt holder holds its shares as “debt-financed property” within the meaning of the Code. Generally, “debt-financed property” is property the acquisition or holding of which was financed through a borrowing by the tax-exempt holder.

For tax-exempt holders that are social clubs, voluntary employee benefit associations or supplemental unemployment benefit trusts exempt from U.S. federal income taxation under Sections 501(c)(7), (c)(9) or (c)(17) of the Code, respectively, income from an investment in our shares will constitute UBTI unless the organization is able to properly claim a deduction for amounts set aside or placed in reserve for specific purposes so as to offset the income generated by its

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investment in our shares. These prospective investors should consult their tax advisors concerning these “set aside” and reserve requirements.

Notwithstanding the above, however, a portion of the dividends paid by a “pension-held REIT” may be treated as UBTI as to certain trusts that hold more than 10%, by value, of the interests in the REIT. A REIT will not be a “pension-held REIT” if it is able to satisfy the “not closely held” requirement without relying on the “look-through” exception with respect to certain trusts or if such REIT is not “predominantly held” by “qualified trusts.” As a result of restrictions on ownership and transfer of our stock contained in our charter, we do not expect to be classified as a “pension-held REIT,” and as a result, the tax treatment described above should be inapplicable to our holders. However, because our capital stock is (and, we anticipate, will continue to be) publicly traded, we cannot guarantee that this will always be the case.

Taxation of Non-U.S. Holders of Our Capital Stock

The following discussion addresses the rules governing U.S. federal income taxation of the purchase, ownership and disposition of our capital stock by non-U.S. holders. These rules are complex, and no attempt is made herein to provide more than a brief summary of such rules. Accordingly, the discussion does not address all aspects of U.S. federal income taxation and does not address other federal, state, local or non-U.S. tax consequences that may be relevant to a non-U.S. holder in light of its particular circumstances. We urge non-U.S. holders to consult their tax advisors to determine the impact of U.S. federal, state, local and non-U.S. income and other tax laws and any applicable tax treaty on the purchase, ownership and disposition of shares of our capital stock, including any reporting requirements.

Distributions Generally. Distributions (including any taxable stock distributions) that are neither attributable to gains from sales or exchanges by us of United States real property interests (“USRPIs”) nor designated by us as capital gain dividends (except as described below) will be treated as dividends of ordinary income to the extent that they are made out of our current or accumulated earnings and profits. Such distributions ordinarily will be subject to withholding of U.S. federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty, unless the distributions are treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable). Under certain treaties, however, lower withholding rates generally applicable to dividends do not apply to dividends from a REIT. Certain certification and disclosure requirements must be satisfied for a non-U.S. holder to be exempt from withholding under the effectively connected income exemption. Dividends that are treated as effectively connected with a U.S. trade or business generally will not be subject to withholding but will be subject to U.S. federal income tax on a net basis at the regular rates, in the same manner as dividends paid to U.S. holders are subject to U.S. federal income tax. Any such dividends received by a non-U.S. holder that is a corporation may also be subject to an additional branch profits tax at a 30% rate (applicable after deducting U.S. federal income taxes paid on such effectively connected income) or such lower rate as may be specified by an applicable income tax treaty.

Except as otherwise provided below, we expect to withhold U.S. federal income tax at the rate of 30% on any distributions made to a non-U.S. holder unless:

(1) a lower treaty rate applies and the non-U.S. holder furnishes an IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) evidencing eligibility for that reduced treaty rate; or

(2) the non-U.S. holder furnishes an IRS Form W-8ECI (or other applicable documentation) claiming that the distribution is income effectively connected with the non-U.S. holder’s trade or business.

Distributions in excess of our current and accumulated earnings and profits will not be taxable to a non-U.S. holder to the extent that such distributions do not exceed the adjusted tax basis of the holder’s capital stock, but rather will reduce the adjusted tax basis of such stock. To the extent that such distributions exceed the non-U.S. holder’s adjusted tax basis in such capital stock, they generally will give rise to gain from the sale or exchange of such stock, the tax treatment of which is described below. However, such excess distributions may be treated as dividend income for certain non-U.S. holders. For withholding purposes, we expect to treat all distributions as made out of our current or accumulated earnings and profits. However, amounts withheld may be refundable if it is subsequently determined that the distribution was, in fact, in excess of our current and accumulated earnings and profits, provided that certain conditions are met.

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Capital Gain Dividends and Distributions Attributable to a Sale or Exchange of United States Real Property Interests. Distributions to a non-U.S. holder that we properly designate as capital gain dividends, other than those arising from the disposition of a USRPI, generally should not be subject to U.S. federal income taxation, unless:

(1) the investment in our capital stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to a branch profits tax of up to 30%, as discussed above; or

(2) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to U.S. federal income tax at a rate of 30% on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of such non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Pursuant to the Foreign Investment in Real Property Tax Act, which is referred to as “FIRPTA,” distributions to a non-U.S. holder that are attributable to gain from sales or exchanges by us of USRPIs, whether or not designated as capital gain dividends, will cause the non-U.S. holder to be treated as recognizing such gain as income effectively connected with a U.S. trade or business. Non-U.S. holders generally would be taxed at the regular rates applicable to U.S. holders, subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals. We also will be required to withhold and to remit to the IRS 21% of any distribution to non-U.S. holders attributable to gain from sales or exchanges by us of USRPIs. Distributions subject to FIRPTA may also be subject to a 30% branch profits tax in the hands of a non-U.S. holder that is a corporation. The amount withheld is creditable against the non-U.S. holder’s U.S. federal income tax liability. However, any distribution with respect to any class of stock that is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market located in the United States is not subject to FIRPTA, and therefore, not subject to the 21% U.S. withholding tax described above, if the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution. Instead, such distributions generally will be treated as ordinary dividend distributions and subject to withholding in the manner described above with respect to ordinary dividends. In addition, distributions to certain non-U.S. publicly traded shareholders that meet certain record-keeping and other requirements (“qualified shareholders”) are exempt from FIRPTA, except to the extent owners of such qualified shareholders that are not also qualified shareholders own, actually or constructively, more than 10% of our capital stock. Furthermore, distributions to certain “qualified foreign pension funds” or entities all of the interests of which are held by such “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

Retention of Net Capital Gains. Although the law is not clear on the matter, it appears that amounts we designate as retained net capital gains in respect of our capital stock should be treated with respect to non-U.S. holders as actual distributions of capital gain dividends. Under this approach, the non-U.S. holders may be able to offset as a credit against their U.S. federal income tax liability their proportionate share of the tax paid by us on such retained net capital gains and to receive from the IRS a refund to the extent their proportionate share of such tax paid by us exceeds their actual U.S. federal income tax liability. If we were to designate any portion of our net capital gain as retained net capital gain, non-U.S. holders should consult their tax advisors regarding the taxation of such retained net capital gain.

Sale of Our Capital Stock. Except as described below under “—Redemption or Repurchase by Us,” gain realized by a non-U.S. holder upon the sale, exchange or other taxable disposition of our capital stock generally will not be subject to U.S. federal income tax unless such stock constitutes a USRPI. In general, stock of a domestic corporation that constitutes a “United States real property holding corporation,” or USRPHC, will constitute a USRPI. We believe that we are a USRPHC. Our capital stock will not, however, constitute a USRPI so long as we are a “domestically controlled qualified investment entity.” A “domestically controlled qualified investment entity” includes a REIT in which at all times during a five-year testing period less than 50% in value of its stock is held directly or indirectly by non-United States persons, subject to certain ownership rules. For purposes of determining whether a REIT is a “domestically controlled qualified investment entity,” ownership generally will be determined by looking through certain pass-through entities and certain other entities. Notwithstanding the foregoing ownership rules, a person who at all applicable times holds less than 5% of a class of a REIT’s

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stock that is “regularly traded” on an established securities market in the United States will be treated as a United States person unless the REIT has actual knowledge that such person (i) is not a United States person or (ii) in certain cases, is a foreign-controlled entity. We believe, but cannot guarantee, that we are a “domestically controlled qualified investment entity.” Because our capital stock is (and, we anticipate, will continue to be) publicly traded, no assurance can be given that we will continue to be a “domestically controlled qualified investment entity.”

Even if we do not qualify as a “domestically controlled qualified investment entity” at the time a non-U.S. holder sells our capital stock, gain realized from the sale or other taxable disposition by a non-U.S. holder of such capital stock would not be subject to U.S. federal income tax under FIRPTA as a sale of a USRPI if:

(1) such class of stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market such as The NASDAQ Global Select Market; and

(2) such non-U.S. holder owned, actually and constructively, 10% or less of such class of stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the non-U.S. holder’s holding period.

In addition, dispositions of our capital stock by qualified shareholders are exempt from FIRPTA, except to the extent owners of such qualified shareholders that are not also qualified shareholders own, actually or constructively, more than 10% of our capital stock. Furthermore, dispositions of our capital stock by certain “qualified foreign pension funds” or entities all of the interests of which are held by such “qualified foreign pension funds” are exempt from FIRPTA. Non-U.S. holders should consult their tax advisors regarding the application of these rules.

Notwithstanding the foregoing, gain from the sale, exchange or other taxable disposition of our capital stock not otherwise subject to FIRPTA will be taxable to a non-U.S. holder if either (a) the investment in our capital stock is treated as effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable), in which case the non-U.S. holder will be subject to the same treatment as U.S. holders with respect to such gain, except that a non-U.S. holder that is a corporation may also be subject to the 30% branch profits tax (or such lower rate as may be specified by an applicable income tax treaty) on such gain, as adjusted for certain items, or (b) the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more during the taxable year and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax on the non-U.S. holder’s capital gains (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses. In addition, even if we are a domestically controlled qualified investment entity, upon disposition of our capital stock, a non-U.S. holder may be treated as having gain from the sale or other taxable disposition of a USRPI if the non-U.S. holder (1) disposes of such stock within a 30-day period preceding the ex-dividend date of a distribution, any portion of which, but for the disposition, would have been treated as gain from the sale or exchange of a USRPI and (2) acquires, or enters into a contract or option to acquire, or is deemed to acquire, other shares of that stock during the 61-day period beginning with the first day of the 30-day period described in clause (1), unless such class of stock is “regularly traded” and the non-U.S. holder did not own more than 10% of such class of stock at any time during the one-year period ending on the date of the distribution described in clause (1).

If gain on the sale, exchange or other taxable disposition of our capital stock were subject to taxation under FIRPTA, the non-U.S. holder would be required to file a U.S. federal income tax return and would be subject to regular U.S. federal income tax with respect to such gain in the same manner as a taxable U.S. holder (subject to any applicable alternative minimum tax and a special alternative minimum tax in the case of nonresident alien individuals). In addition, if the sale, exchange or other taxable disposition of our capital stock were subject to taxation under FIRPTA, and if shares of the applicable class of our capital stock were not “regularly traded” on an established securities market, the purchaser of such capital stock generally would be required to withhold and remit to the IRS 15% of the purchase price.

Redemption or Repurchase by Us. A redemption or repurchase of shares of our capital stock will be treated under Section 302 of the Code as a distribution (and taxable as a dividend to the extent of our current and accumulated earnings and profits) unless the redemption or repurchase satisfies one of the tests set forth in Section 302(b) of the Code and is therefore treated as a sale or exchange of the redeemed or repurchased shares. See “—Taxation of Taxable U.S. Holders of Our Capital Stock—Redemption or Repurchase by Us.” Qualified shareholders and their owners may be subject to different rules, and

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should consult their tax advisors regarding the application of such rules. If the redemption or repurchase of shares is treated as a distribution, the amount of the distribution will be measured by the amount of cash and the fair market value of any property received. See “—Taxation of Non-U.S. Holders of Our Capital Stock—Distributions Generally” above. If the redemption or repurchase of shares is not treated as a distribution, it will be treated as a taxable sale or exchange in the manner described above under “—Sale of Our Capital Stock.”

Taxation of Holders of the Partnership’s Debt Securities

The following summary describes certain material U.S. federal income tax consequences of purchasing, owning and disposing of debt securities issued by the Partnership. This discussion assumes the debt securities will be issued with less than a statutory de minimis amount of original issue discount for U.S. federal income tax purposes. In addition, this discussion is limited to persons purchasing the debt securities for cash at original issue and at their original “issue price” within the meaning of Section 1273 of the Code (i.e., the first price at which a substantial amount of the debt securities is sold to the public for cash).

U.S. Holders

Payments of Interest. Interest on a debt security generally will be taxable to a U.S. holder as ordinary income at the time such interest is received or accrued, in accordance with such U.S. holder’s method of accounting for U.S. federal income tax purposes.

Sale or Other Taxable Disposition. A U.S. holder will recognize gain or loss on the sale, exchange, redemption, retirement or other taxable disposition of a debt security. The amount of such gain or loss generally will be equal to the difference between the amount received for the debt security in cash or other property valued at fair market value (less amounts attributable to any accrued but unpaid interest, which will be taxable as interest to the extent not previously included in income) and the U.S. holder’s adjusted tax basis in the debt security. A U.S. holder’s adjusted tax basis in a debt security generally will be equal to the amount the U.S. holder paid for the debt security. Any gain or loss generally will be capital gain or loss, and will be long-term capital gain or loss if the U.S. holder has held the debt security for more than one year at the time of such sale or other taxable disposition. Otherwise, such gain or loss will be short-term capital gain or loss. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, generally will be taxable at reduced rates. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

Payments of Interest. Interest paid on a debt security to a non-U.S. holder that is not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States generally will not be subject to U.S. federal income tax or withholding, provided that:

• the non-U.S. holder does not, actually or constructively, own 10% or more of the Partnership’s capital or profits;

• the non-U.S. holder is not a controlled foreign corporation related to the Partnership through actual or constructive stock ownership; and

• either (1) the non-U.S. holder certifies in a statement provided to the applicable withholding agent under penalties of perjury that it is not a United States person and provides its name and address; (2) a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business and holds the debt security on behalf of the non-U.S. holder certifies to the applicable withholding agent under penalties of perjury that it, or the financial institution between it and the non-U.S. holder, has received from the non-U.S. holder a statement under penalties of perjury that such holder is not a United States person and provides the applicable withholding agent with a copy of such statement; or (3) the non-U.S. holder holds its debt security directly through a “qualified intermediary” (within the meaning of the applicable Treasury Regulations) and certain conditions are satisfied.

If a non-U.S. holder does not satisfy the requirements above, such non-U.S. holder will be subject to withholding tax of 30%, subject to a reduction in or an exemption from withholding on such interest as a result of an applicable tax treaty. To

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claim such entitlement, the non-U.S. holder must provide the applicable withholding agent with a properly executed IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) claiming a reduction in or exemption from withholding tax under the benefit of an income tax treaty between the United States and the country in which the non-U.S. holder resides or is established.

If interest paid to a non-U.S. holder is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such interest is attributable), the non-U.S. holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the non-U.S. holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that interest paid on a debt security is not subject to withholding tax because it is effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States.

Any such effectively connected interest generally will be subject to U.S. federal income tax at the regular rates. A non-U.S. holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected interest, as adjusted for certain items.

The certifications described above must be provided to the applicable withholding agent prior to the payment of interest and must be updated periodically. Non-U.S. holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Other Taxable Disposition. A non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale, exchange, redemption, retirement or other taxable disposition of a debt security (such amount excludes any amount allocable to accrued and unpaid interest, which generally will be treated as interest and may be subject to the rules discussed above in “—Taxation of Holders of the Partnership’s Debt Securities—Non-U.S. Holders—Payments of Interest”) unless:

• the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable); or

• the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of a debt security, which may be offset by U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States), provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

Non-U.S. holders should consult their tax advisors regarding any applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

U.S. Holders. A U.S. holder may be subject to information reporting and backup withholding when such holder receives payments on our capital stock or the Partnership’s debt securities or proceeds from the sale or other taxable disposition of such stock or debt securities (including a redemption or retirement of a debt security). Certain U.S. holders are

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exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. holder will be subject to backup withholding if such holder is not otherwise exempt and:

• the holder fails to furnish the holder’s taxpayer identification number, which for an individual is ordinarily his or her social security number;

• the holder furnishes an incorrect taxpayer identification number;

• the applicable withholding agent is notified by the IRS that the holder previously failed to properly report payments of interest or dividends; or

• the holder fails to certify under penalties of perjury that the holder has furnished a correct taxpayer identification number and that the IRS has not notified the holder that the holder is subject to backup withholding.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Non-U.S. Holders. Payments of dividends on our capital stock or interest on the Partnership’s debt securities generally will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our capital stock or interest on the Partnership’s debt securities paid to the non-U.S. holder, regardless of whether such distributions constitute a dividend or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of such stock or debt securities (including a retirement or redemption of a debt security) within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of such stock or debt securities conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Medicare Contribution Tax on Unearned Income

Certain U.S. holders that are individuals, estates or trusts are required to pay an additional 3.8% tax on, among other things, dividends on stock, interest on debt obligations and capital gains from the sale or other disposition of stock or debt obligations, subject to certain limitations. U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on their ownership and disposition of our capital stock or the Partnership’s debt securities.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on our capital stock, interest on the Partnership’s debt securities, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of our capital stock or the Partnership’s debt securities, in each case paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign

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financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in clause (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our capital stock or interest on the Partnership’s debt securities. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock or debt securities on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. Because we may not know the extent to which a distribution is a dividend for U.S. federal income tax purposes at the time it is made, for purposes of these withholding rules we may treat the entire distribution as a dividend.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our capital stock or the Partnership’s debt securities.

Other Tax Consequences

State, local and non-U.S. income tax laws may differ substantially from the corresponding U.S. federal income tax laws, and this discussion does not purport to describe any aspect of the tax laws of any state, local or non-U.S. jurisdiction, or any U.S. federal tax other than income tax. You should consult your tax advisors regarding the effect of state, local and non-U.S. tax laws with respect to our tax treatment as a REIT and on an investment in our capital stock or the Partnership’s debt securities.

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