8-K
REGENCY CENTERS CORP (REG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 24, 2025 (July 23, 2025)
Date of Report (Date of earliest event reported)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
| Florida (Regency Centers Corporation)<br><br>Delaware (Regency Centers, L. P.) | 001-12298 (Regency Centers Corporation)<br><br>0-24763 (Regency Centers, L.P.) | 59-3191743 (Regency Centers Corporation)<br><br>59-3429602 (Regency Centers, L.P.) |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
(904) 598-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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.
| Item 3.02 | Unregistered Sale of Equity Securities |
|---|
On July 23, 2025, Regency Centers, L.P., the operating partnership of Regency Centers Corporation (the “Company”), issued 2,773,083 limited common partnership units (“Common Units”), at an issuance price of $72.00 per unit, to partially fund the Company’s acquisition of a portfolio of five shopping centers located in Orange County, California. Following the expiration of an initial lock-up period, each Common Unit is exchangeable, at the option of the holders, for cash or one share of common stock of the Company, at the discretion of the Company, subject to certain limitations, terms and conditions.
The issuance of the Common Units was made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
| Item 7.01 | Regulation FD Disclosure |
|---|
On July 24, 2025, the Company issued a press release announcing the closing of the Company’s acquisition of the portfolio of five shopping centers located in Orange County, California. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| (d) Exhibits | |
| Exhibit 99.1 | Press release of Regency Centers Corporation, issued July 24, 2025 |
| --- | --- |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REGENCY CENTERS CORPORATION | ||
|---|---|---|
| July 24, 2025 | By: | /s/ Michael R. Herman |
| Michael R. Herman, Senior Vice President<br><br>General Counsel and Corporate Secretary | ||
| REGENCY CENTERS, L.P. | ||
| By: Regency Centers Corporation, its general partner | ||
| July 24, 2025 | By: | /s/ Michael R. Herman |
| Michael R. Herman, Senior Vice President<br><br>General Counsel and Corporate Secretary |
EX-99.1
Exhibit 99.1
NEWS RELEASE
For immediate release
Eric Davidson (Media)
904 598 7829
EricDavidson@RegencyCenters.com
Kathryn McKie (Investors)
904 598 7348
KathrynMcKie@regencycenters.com
Regency Centers Completes $357M Portfolio Acquisition in Southern California
JACKSONVILLE, Fla. July 24, 2025 – Regency Centers Corporation (“Regency,” “Regency Centers” or the “Company”) today announced the acquisition of a portfolio of five premier suburban shopping centers, all located within the 23,000-acre Rancho Mission Viejo (“RMV”) master-planned community in Orange County, CA. The acquired portfolio consists of Bridgepark Plaza, Mercantile West, Mercantile East, Terrace Shops, and Sendero Marketplace, comprising close to 630,000 square feet in aggregate.
“We are excited to expand Regency’s presence within this thriving Orange County community and to add these high-quality centers to our best-in-class operating platform,” said John Mehigan, Senior Vice President of Investments in the West Region. “The addition of this portfolio enhances our position within one of the most supply-constrained coastal markets in the U.S.”
The centers are seamlessly integrated into the surrounding community and are merchandised with a robust line-up of needs-based tenants, including highly productive grocers, restaurants, and health, wellness, and personal service uses. The portfolio is 96% occupied with grocer sales approaching $800 per square foot, and demographic trends in the community are strong including 3-mile average household income of approximately $200,000.
“This acquisition strategically aligns with Regency’s capital allocation objectives, including accretion to earnings, quality and growth,” said Nick Wibbenmeyer, West Region President and Chief Investment Officer. “Additionally, our structure as an UPREIT and ability to issue OP units provided flexibility for the sellers in structuring the transaction.”
Regency funded the $357 million purchase price with a combination of operating partnership (“OP”) units issued at $72 per unit, the assumption of $150 million of secured mortgage debt, and $7 million in cash used to pay off a single secured loan. The assumed debt has a weighted average interest rate of 4.2% and term to maturity of approximately 12 years. The transaction is expected to be accretive to Regency’s 2025 Core Operating Earnings per share. More details will be provided with the release of second quarter 2025 earnings results on Tuesday, July 29, 2025.
Exhibit 99.1
BofA Securities served as transaction advisor and EY served as tax advisor to the seller. The seller was advised on legal matters by Latham & Watkins. Regency Centers was advised on legal matters by Paul Hastings.
About Regency Centers
Regency Centers is a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member. For more information, please visit RegencyCenters.com.
Forward-Looking Statements
Certain statements in this release 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, such as the expectations for 2025 Core Operating Earnings per share, 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 the Company believes 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 the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company 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 risks and uncertainties.
The Company’s operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in its Securities and Exchange Commission (“SEC”) filings, including, without limitation, the Annual Report on Form 10-K for the year ended December 31, 2024 under Item 1A, as supplemented by the discussion in Item 1A of Part II of the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025. When considering an investment in the Company’s securities, you should carefully read and consider these risks, together with all other information in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings and submissions to the SEC. If any of the events described in the risk factors actually occur, the Company’s business, financial condition or operating results, as well as the market price of its 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 to the extent required by law.