10-K

REGENCY CENTERS CORP (REG)

10-K 2025-02-14 For: 2024-12-31
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,

2024

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 $11.2 billion Regency Centers, L.P. N/A

The number of shares outstanding of the Regency Centers Corporation’s common stock was 181,365,237 as of February 11, 2025.

Documents Incorporated by Reference

Portions of Regency Centers Corporation's proxy statement, prepared in connection with its upcoming 2025 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, 2024, 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, 2024, the Parent Company owned approximately 99.4% 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 one 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, directly or indirectly, is also the co-issuer and guarantor of the $200 million Parent Company’s 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 8
1B. Unresolved Staff Comments 22
1C. Cybersecurity 22
2. Properties 24
3. Legal Proceedings 41
4. Mine Safety Disclosures 41
PART II
5. Market for the Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 41
6. Reserved 42
7. Management's Discussion and Analysis of Financial Condition and Results of Operations 43
7A. Quantitative and Qualitative Disclosures About Market Risk 58
8. Financial Statements and Supplementary Data 60
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 128
9A. Controls and Procedures 128
9B. Other Information 129
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 129
PART III
10. Directors, Executive Officers and Corporate Governance 129
11. Executive Compensation 130
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 130
13. Certain Relationships and Related Transactions, and Director Independence 130
14. Principal Accountant Fees and Services 130
PART IV
15. Exhibits and Financial Statement Schedules 131
16. Form 10-K Summary 134
SIGNATURES
17. Signatures 135

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 environmental, social, and governance ("ESG") standards and frameworks, which are followed by certain of our investors. These ESG 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 policies, or other factors, some of which may be beyond our control.

Item 1. Business

Regency Centers Corporation is a fully integrated real estate company and self-administered and self-managed real estate investment trust that began its operations as a publicly-traded REIT in 1993. Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. Regency Centers, L.P. is a subsidiary through which Regency Centers Corporation conducts substantially all of its operations, and which owns, directly or indirectly, substantially all of its assets. Our business consists of acquiring, developing, owning, and operating income-producing retail real estate principally located in suburban trade areas with compelling demographics within the United States of America ("USA" or "United States"). We generate revenues by leasing space to necessity, service, convenience, and value-based retailers serving the essential needs of our communities. Regency has been an S&P 500 Index member since 2017.

As of December 31, 2024, we had full or partial equity ownership interests in 482 properties, primarily anchored by market leading grocery stores, encompassing 57.3 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is 48.8 million square feet, including our share of properties owned through unconsolidated real estate partnerships.

We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics, formats and locations. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.

Our values:

  • We are our people: Our people are our greatest asset, and we believe that our highly skilled and talented team makes us better.
  • We do what is right: We act with unwavering standards of honesty and integrity.
  • We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support.
  • We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders.
  • We strive for excellence: When we are passionate about what we do, it is reflected in our performance.
  • We are better together: When we listen to each other and our customers, we will succeed together.

Our goals are to:

  • Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored primarily by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We believe that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income ("NOI");
  • Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers;
  • Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns;
  • Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile; and
  • Implement ESG practices through our Corporate Responsibility program to support and enhance our business goals and objectives.

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;

  • Pursue investor and business-driven ESG-related 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 policies and practices related to corporate responsibility, 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, 2024, we had 500 employees, including 5 part-time employees. We presently maintain 24 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 pay 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 business. 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 corporate responsibility commitment to the communities in which we operate. Throughout 2024, 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 sustainability of our assets, business, and the environment for the long term is in the best interest of our investors, tenants, employees, and the communities in which we operate. We continue to integrate sustainable practices that aim to promote environmental stewardship and resilience throughout our business operations.

We have identified specific strategic priorities intended to foster sustainable business practices and minimize both our environmental impact and the long-term risks to Regency’s business: green building, energy efficiency, electric vehicle charging stations, renewable energy, greenhouse gas emissions ("GHG") reduction, water conservation, waste management, and climate change as it applies to our real estate portfolio. We believe these strategic priorities are not only the right thing to do to address environmental concerns such as climate change, resource scarcity and pollution (including GHG emissions reduction), but also support our achievement of key strategic financial and business objectives relating to our operations and development and redevelopment projects.

Throughout 2024, we continued to make progress towards our target to reduce GHG emissions and collaborate closely with our tenants to minimize their operational environmental impact. Aligned with the Science Based Targets initiative (SBTi), 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, and our stance in addressing environmental challenges and contributing to a sustainable future. Regency’s progress towards these targets, together with our overall sustainability strategy, are further described in our 2023 Corporate Responsibility Report, which report is not incorporated 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, we acknowledge the potential for climate change to have a material impact on our properties, people, and long-term success. 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 federal income tax on our taxable income at regular corporate rates if we fail to qualify as a REIT for tax purposes in any taxable year, or to the extent we distribute less than 100% of our taxable income. 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. Even if we qualify as a REIT for federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on our undistributed taxable income.

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. 72 Executive Chairman of the Board of Directors 2020 (1)
Lisa Palmer 57 President and Chief Executive Officer 2020 (2)
Michael J. Mas 49 Executive Vice President, Chief Financial Officer 2019 (3)
Alan T. Roth 49 East Region President & Chief Operating Officer 2023 (4)
Nicholas A. Wibbenmeyer 44 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 Measures

In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP 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 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 measures could change.

We do not consider non-GAAP 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 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 measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.

Our non-GAAP 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. We provide reconciliations of both Net Income Attributable to Common Shareholders to Nareit FFO and Nareit FFO to Core Operating Earnings.
  • 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. We provide a reconciliation of Net Income Attributable to Common Shareholders to Nareit FFO.

  • 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 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 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.

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:

  • 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.

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 Environments

Interest rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price.

The Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") rapidly increased its benchmark interest rate from 2021 through 2023 in response to sustained elevated inflation, which has since moderated. Higher interest rates may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.

Additionally, high interest rates adversely impact our cost of borrowing. Our exposure to high interest rates in the short term includes our variable-rate debt, which consist of borrowings under our unsecured senior line of credit and variable rate-based secured notes

payable. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur high interest expense related to the issuance of new debt. Prolonged periods of high interest rates may also negatively impact the valuation of our real estate asset portfolio and could result in a decline of our stock price and market capitalization, which may adversely impact our ability to raise equity capital on favorable terms through sales of our common shares, including through our At the Market ("ATM") program.

Although the extent of any prolonged periods of high interest rates remains unknown at this time, negative impacts to our cost of capital may also adversely affect our future business plans and growth, at least in the near term.

Economic challenges and policy changes may adversely impact our tenants and our business.

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, the potential impact of tariffs, decreasing consumer confidence and discretionary spending, increasing energy prices, and volatile interest rates. Changes in immigration policies or restrictions, as well as shifts in labor availability due to immigration trends, may further contribute to labor shortages, impacting our tenants' operations and profitability. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States, including the potential for a recession.

These economic challenges could adversely impact our volume of leasing activity, which could include tenant move outs and/or higher levels of uncollectible lease income, as well as negatively affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in pricing pressure on rent that we are able to charge to new or renewing tenants, such that future rent spreads could be adversely impacted. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of both may become more limited.

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.

Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and financial condition.

The success of our business, and the businesses of our tenants, largely depends on consumer spending. While we currently own no shopping centers or other assets outside of the U.S. nor have meaningful direct international supply chain exposure, geopolitical challenges and their potential impact on the global macroeconomic environment, including the war involving Russia and Ukraine, Middle East conflicts, instability and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects of the U.S. economy and, therefore, consumer spending. In addition, these geopolitical challenges could impact other areas of the U.S. economy, which could impact our business and the businesses of our tenants through rising inflation and interest rates (and, hence, reduced availability and/or increased costs of borrowing), increased energy prices, labor shortages, supply chain constraints and, potentially, a U.S. economic recession. It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effects they may have on global political and economic conditions over the long term. However, a substantial delay in or lack of resolution of any of these challenges could have an adverse impact on the U.S. economy and consumer spending and, therefore, an adverse effect on our results of operations and the financial condition of the Company.

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, such as COVID-19, 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

Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.

Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of base rent, expense recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including reduced rents. payment for costs of renovations, or other monetary concessions. The economic and market conditions potentially affecting the retail industry and our properties specifically include the following:

  • changes in national, regional and local economic conditions;
  • changes in population and migration patterns to/from the markets in which we operate;
  • deterioration in the competitiveness and creditworthiness of our retail tenants;
  • increased competition from the use of e-commerce by retailers and consumers as well as other concepts that could impact more traditional retail;
  • labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including disruptions to global supply chains as a result of wars and geopolitical events, including those involving Russia and Ukraine and Middle East conflicts, as well as the slowing of China's economy, tariffs, pandemics, and/or inflationary pressures;
  • tenant bankruptcies and subsequent rejections of our leases;
  • reductions in consumer spending and retail sales, including inflationary impacts on consumer behavior;
  • reduced tenant demand for retail space;
  • oversupply of retail space;
  • reduced consumer demand for certain retail categories;
  • consolidation within the retail sector;
  • increased operating costs attendant to owning and operating retail shopping centers;
  • perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; and
  • other factors which could alter shopping habits or otherwise deter customers from visiting our shopping centers, such as actual or anticipated criminal activity, including civil unrest, acts of terrorism, or other types of violent crimes.

To the extent that any or a combination of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand for retail space, market rents and rent growth, capital expenditures, the percent leased levels of our properties, the value of our properties, our ability to sell, acquire or develop properties, our operating results and our cash flows.

Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up 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 and the delivery or curbside pick-up of items ordered online. 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 home delivery and curbside pick-up, which could reduce foot traffic at our centers. These alternative delivery methods are 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. This shift 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 23.4% 20.5%, and 12.3% 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 10,000 square feet or more) 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;
  • 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 anchors often exercise considerable leverage in lease negotiations and may obtain favorable provisions relative to other tenants. For example, some anchors 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" (spaces 10,000 square feet or more), including space that may be owned by the anchor (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, 2024, tenants with less than three locations ("Local Tenants") represent approximately 22% 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 other tenants. As such, in the event of a downturn in economic conditions 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. Additionally, we 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 may experience 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. 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 a material negative effect on us.

All of our properties are required to comply with the Americans with Disabilities Act ("ADA"), which generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements may 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, 2024, 18.9% 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, 22.1% and 7.9% 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 legislatively respond to the risks associated with climate change. Certain states in which we own and operate shopping centers, including California, Massachusetts and New York, have passed legislation that may require, for example, overall reductions by the state of greenhouse gas ("GHG") emissions (which may, in turn, result in future legal obligations on business operators like us), and certification and disclosure of estimated direct and indirect GHG emissions by individual companies. The SEC has also proposed rules requiring, among other things, disclosures relating to estimated GHG emissions, potential financial exposure relating to climate change, and company-specific governance of climate-related risks. Litigation has been filed challenging the proposed SEC rules and California legislation, and it is possible that litigation may be filed in respect of other climate-related laws and rules. Additional state and federal laws and rules with respect to climate

change may be enacted in the future and the extent and scope of their requirements and impact on companies like Regency are unknown. Compliance with various and potentially fragmented current and future laws and regulations related to climate change may also require us to make additional investments in or for our properties and incur additional costs, as well as to implement new or additional processes and controls to facilitate compliance.

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 and regulatory requirements in response to the perceived risks of climate change. At this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change 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 focus on metrics and reporting related to environmental, social and governance ("ESG") factors by investors and other stakeholders may impose additional costs and expose us to new risks.

Investors and other stakeholders have become more focused on understanding how companies address a variety of ESG factors, including institutional investors who hold a significant amount of the equity of the Company. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons between companies. Although we participate in a number 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 ESG 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 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. Failure to comply with government climate and other ESG-related regulations could also subject us to significant fines and penalties, including risk of litigation. In addition, both advocates and opponents of certain ESG matters are increasingly resorting 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, 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. 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 dissolution 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 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.

Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.

Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our credit facility, and certain secured borrowings. As of December 31, 2024, less than 1.0% 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, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other obligations and also may reduce the amount we are able to distribute to our stock and unit holders.

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, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), 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. 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. Such security breaches also could subject us to litigation and governmental investigations and proceedings into potential violations of applicable U.S. 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 accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including artificial intelligence—that circumvent security controls, evade detection and remove forensic evidence. Despite the implementation of 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 artificial intelligence 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, artificial intelligence (“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 generative AI technologies by our employees or vendors. Any such information input into a third-party generative AI or machine learning platform could be revealed to others, including if information is used to train the third party's generative AI or machine learning models. Additionally, where a generative 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, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, which may appear correct. Due to these issues, 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. 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, or 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. Any of these factors 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 for taxable years beginning before January 1, 2026. 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.

Certain non-U.S. stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if the Parent Company does not qualify as a "domestically controlled" REIT.

A non-U.S. person, other than certain "qualified shareholders" or "qualified foreign pension funds," as each is defined for purposes of the Code, disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on the gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In general, the Parent Company will be a domestically controlled REIT if, at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If the Parent Company were to fail to qualify as a domestically controlled REIT, gain recognized by a non-U.S. stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the non-U.S. stockholder did not at any time during a specified testing period actually or constructively own more than 10% of our outstanding common stock.

We seek to act in the best interests of the Parent Company as a whole and do not take into consideration the particular tax consequences to any specific holder of our stock. Non-U.S. persons should inform themselves as to the U.S. tax consequences, and the tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase, ownership, and disposition of shares of our common 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

The Company employs a tiered structure of management and oversight for cybersecurity, characterized by distinct layers of responsibility and decision making, which includes operation 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 various recognized cybersecurity frameworks, such as the National Institute of Standards and Technology Cybersecurity Framework. These frameworks are used to benchmark and tailor the Company’s cybersecurity strategies and program to our risk profile and specific operational needs and goals. Our core cybersecurity strategy focuses on five key pillars: identification, protection, detection, response, and recovery, each tailored to meet the specific challenges and needs of our business. The primary goal of this strategy is to proactively safeguard the confidentiality, security, and availability of the information we collect and store. This proactive approach includes attempts to identify, prevent, and mitigate cybersecurity threats, as well as preparing to quickly respond 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.

We have adopted a risk-based strategy to 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. Based on our current understanding of the cyber risk environment and our preparedness level, we do not believe it to be reasonably likely in the near term that a cybersecurity threat will materially impact our business strategy, results of operations or financial condition. 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. The CRC Chair and the CISO 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).

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 is currently comprised of 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, communications, human capital, and legal matters including securities, privacy and technology contracting.

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, 2024 December 31, 2023
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 10,558 24.2 % 96.5 % 88 10,767 24.6 % 95.1 %
California 55 8,355 19.0 % 96.0 % 54 8,300 19.0 % 94.9 %
Connecticut 43 3,924 8.9 % 94.1 % 43 3,702 8.5 % 92.5 %
Texas 27 3,518 8.0 % 96.9 % 26 3,288 7.5 % 97.3 %
New York 42 3,339 7.6 % 93.3 % 42 3,399 7.8 % 88.7 %
Georgia 22 2,125 4.8 % 97.3 % 22 2,121 4.8 % 94.2 %
New Jersey 17 1,585 3.6 % 97.0 % 17 1,585 3.6 % 93.3 %
North Carolina 10 1,226 2.8 % 98.5 % 10 1,221 2.8 % 98.1 %
Ohio 8 1,224 2.8 % 98.7 % 8 1,221 2.8 % 98.8 %
Colorado 13 1,097 2.5 % 97.9 % 13 1,097 2.5 % 97.7 %
Illinois 6 1,085 2.5 % 94.8 % 6 1,085 2.5 % 94.1 %
Washington 10 962 2.2 % 96.3 % 10 962 2.2 % 96.0 %
Virginia 6 943 2.1 % 98.3 % 6 939 2.1 % 97.7 %
Massachusetts 8 898 2.0 % 97.4 % 9 996 2.3 % 98.5 %
Oregon 7 741 1.7 % 95.3 % 7 741 1.7 % 95.0 %
Pennsylvania 4 447 1.0 % 97.3 % 4 443 1.0 % 99.5 %
Missouri 4 408 0.9 % 98.9 % 4 408 0.9 % 98.9 %
Tennessee 3 314 0.7 % 100.0 % 3 314 0.7 % 99.5 %
Maryland 2 289 0.7 % 89.9 % 2 244 0.6 % 89.9 %
Indiana 1 289 0.7 % 100.0 % 1 279 0.6 % 100.0 %
Minnesota 2 246 0.6 % 84.4 % 2 246 0.6 % 100.0 %
Delaware 1 229 0.5 % 97.1 % 1 229 0.5 % 96.2 %
South Carolina 1 51 0.1 % 100.0 % 1 51 0.1 % 100.0 %
District of Columbia 1 23 0.1 % 100.0 % 1 23 0.1 % 100.0 %
Michigan 0.0 % 0.0 % 1 97 0.2 % 74.0 %
Total 379 43,876 100.0 % 96.2 % 381 43,758 100.0 % 94.8 %

The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $25.56 and $24.67 per square foot ("PSF") as of December 31, 2024 and 2023, 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, 2024 December 31, 2023
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 17 2,319 17.4 % 98.4 % 17 2,320 17.8 % 98.4 %
Virginia 14 1,982 14.8 % 94.1 % 14 1,982 15.2 % 92.7 %
North Carolina 7 1,240 9.2 % 98.3 % 7 1,237 9.5 % 97.9 %
Texas 6 959 7.1 % 95.4 % 5 741 5.7 % 97.1 %
Washington 7 874 6.5 % 95.6 % 7 874 6.7 % 98.0 %
Colorado 6 858 6.4 % 96.9 % 6 858 6.6 % 95.5 %
Maryland 9 848 6.3 % 96.1 % 9 848 6.5 % 96.0 %
New York 5 786 5.8 % 96.6 % 5 786 6.0 % 98.0 %
Illinois 5 777 5.8 % 99.7 % 5 777 5.9 % 98.6 %
Florida 6 669 5.0 % 98.4 % 6 669 5.1 % 99.0 %
Pennsylvania 6 664 4.9 % 97.3 % 6 669 5.1 % 96.0 %
Minnesota 3 422 3.1 % 99.2 % 3 423 3.2 % 98.7 %
New Jersey 4 300 2.2 % 91.1 % 4 301 2.3 % 85.4 %
Connecticut 1 189 1.4 % 98.1 % 1 189 1.4 % 98.1 %
Rhode Island 1 159 1.2 % 97.0 % 0.0 % 0.0 %
Indiana 2 139 1.0 % 91.6 % 2 139 1.1 % 93.0 %
Oregon 1 93 0.7 % 97.5 % 1 93 0.7 % 100.0 %
South Carolina 1 80 0.6 % 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 %
Total 103 13,439 100.0 % 96.8 % 101 13,067 100.0 % 94.8 %

The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $24.51 and $24.04 PSF as of December 31, 2024 and 2023, respectively.

The following table summarizes our top tenants occupying our shopping centers for consolidated properties plus our Pro-rata share of unconsolidated properties, as of December 31, 2024, 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 2,925 6.0 % $ 34,154 2.9 % 67
Albertsons Companies, Inc. 2,112 4.3 % 33,169 2.8 % 52
TJX Companies, Inc. 1,760 3.6 % 32,405 2.7 % 74
Amazon/Whole Foods 1,296 2.7 % 31,102 2.6 % 39
Kroger Co. 2,933 6.0 % 30,658 2.6 % 52
Ahold Delhaize 924 1.9 % 22,920 1.9 % 20
CVS 762 1.6 % 20,507 1.7 % 63
L.A. Fitness Sports Club 516 1.1 % 11,242 0.9 % 14
Trader Joe's 311 0.6 % 11,194 0.9 % 30
JPMorgan Chase Bank 179 0.4 % 11,109 0.9 % 58
Nordstrom 366 0.7 % 10,080 0.8 % 11
Starbucks 151 0.3 % 9,531 0.8 % 96
H.E. Butt Grocery Company 656 1.3 % 9,400 0.8 % 8
Ross Dress For Less 534 1.1 % 9,374 0.8 % 24
Gap, Inc 277 0.6 % 8,984 0.8 % 23
Bank of America 149 0.3 % 8,487 0.7 % 40
Target 771 1.6 % 8,485 0.7 % 7
Wells Fargo Bank 138 0.3 % 7,937 0.7 % 46
Petco Health and Wellness Company 303 0.6 % 7,426 0.6 % 29
JAB Holding Company 170 0.3 % 7,080 0.6 % 59
Walgreens Boots Alliance 266 0.5 % 6,961 0.6 % 24
Kohl's 526 1.1 % 6,381 0.5 % 7
Xponential Fitness 153 0.3 % 6,066 0.5 % 92
Ulta 199 0.4 % 6,046 0.5 % 23
Five Below 182 0.4 % 5,470 0.5 % 23
Walmart 677 1.4 % 5,371 0.5 % 7
Top Tenants 19,236 39.4 % $ 361,539 30.3 % 988

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) 138 246 0.5 % $ 6,606 0.6 % $ 26.90
2025 1,252 3,200 7.0 % 83,958 7.3 % 26.24
2026 1,266 5,117 11.1 % 127,533 11.1 % 24.93
2027 1,373 6,180 13.4 % 157,864 13.7 % 25.54
2028 1,247 5,940 12.9 % 155,907 13.5 % 26.25
2029 1,201 6,612 14.4 % 155,483 13.5 % 23.51
2030 558 4,389 9.5 % 108,352 9.4 % 24.69
2031 446 2,344 5.1 % 62,216 5.4 % 26.55
2032 445 2,007 4.4 % 58,689 5.1 % 29.24
2033 477 2,093 4.6 % 60,652 5.3 % 28.97
2034 1,787 3.9 % 51,389 4.5 % 28.75
Thereafter 821 6,040 13.1 % 122,195 10.6 % 20.23
Total 9,224 45,955 99.9 % $ 1,150,844 100.0 % $ 25.04
  • Leases currently under month-to-month rent or in process of renewal.

During 2025, we have a total of 1,252 leases expiring by their terms, representing 3.2 million square feet of GLA. These expiring leases have an average base rent of $26.24 PSF. The average base rent of new leases signed during 2024 was $34.58 PSF. During periods of macroeconomic uncertainty or weakness, when the percent of our space leased is 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 2024 and into early 2025, 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 96.0% $ 32.58 Albertsons, (Target)
Bloom on Third Los Angeles-Long Beach-Anaheim CA 35% 2018 1992 134,146 73 100.0% 60.42 Whole Foods, CVS, Citibank
Brea Marketplace Los Angeles-Long Beach-Anaheim CA 40% 2005 1987 352 97.8% 21.15 24 Hour Fitness, Big 5 Sporting Goods, Childtime Childcare, Old Navy, Sprout's, Target, Smart Parke
Circle Center West Los Angeles-Long Beach-Anaheim CA 2017 1989 63 100.0% 40.17 Marshalls
Circle Marina Center Los Angeles-Long Beach-Anaheim CA 2019 1994 24,000 112 90.1% 37.88 Sprouts, Big 5 Sporting Goods, Centinela Feed & Pet Supplies
Culver Center Los Angeles-Long Beach-Anaheim CA 2017 2000 217 94.2% 33.71 Ralphs, Best Buy, LA Fitness, Sit N' Sleep
El Camino Shopping Center Los Angeles-Long Beach-Anaheim CA 1999 2017 136 98.8% 43.75 Bristol Farms, CVS
Granada Village Los Angeles-Long Beach-Anaheim CA 40% 2005 2012 50,000 226 99.1% 28.82 Sprout's Markets, Rite Aid, PETCO, Homegoods, Burlington, TJ Maxx
Hasley Canyon Village Los Angeles-Long Beach-Anaheim CA 2003 2003 16,000 70 93.0% 25.74 Ralphs
Heritage Plaza Los Angeles-Long Beach-Anaheim CA 1999 2012 230 99.8% 45.09 Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5 Sporting Goods
Laguna Niguel Plaza Los Angeles-Long Beach-Anaheim CA 40% 2005 1985 42 100.0% 33.32 CVS,(Albertsons)
Morningside Plaza Los Angeles-Long Beach-Anaheim CA 1999 1996 91 100.0% 26.63 Stater Bros.
Newland Center Los Angeles-Long Beach-Anaheim CA 1999 2016 152 100.0% 33.00 Albertsons
Nohl Plaza(6) Los Angeles-Long Beach-Anaheim CA 2023 1966 104 91.9% 16.96 Vons
Plaza Hermosa Los Angeles-Long Beach-Anaheim CA 1999 2013 95 100.0% 32.49 Von's, CVS
Ralphs Circle Center Los Angeles-Long Beach-Anaheim CA 2017 1983 60 98.5% 21.38 Ralphs
Rona Plaza Los Angeles-Long Beach-Anaheim CA 1999 1989 52 95.9% 22.36 Superior Super Warehouse
Seal Beach Los Angeles-Long Beach-Anaheim CA 20% 2002 1966 97 98.5% 28.21 Pavilions, CVS
Talega Village Center Los Angeles-Long Beach-Anaheim CA 2017 2007 102 93.9% 22.85 Ralphs
Tustin Legacy Los Angeles-Long Beach-Anaheim CA 2016 2017 112 100.0% 36.22 Stater Bros, CVS
Twin Oaks Shopping Center Los Angeles-Long Beach-Anaheim CA 40% 2005 2019 19,000 98 100.0% 26.34 Ralphs, Ace Hardware
Valencia Crossroads Los Angeles-Long Beach-Anaheim CA 2002 2003 173 100.0% 29.83 Whole Foods, Kohl's
Village at La Floresta Los Angeles-Long Beach-Anaheim CA 2014 2014 87 100.0% 39.08 Whole Foods
Von's Circle Center Los Angeles-Long Beach-Anaheim CA 2017 1972 3,475 151 100.0% 28.70 Von's, Ross Dress for Less, Planet Fitness
Woodman Van Nuys Los Angeles-Long Beach-Anaheim CA 1999 1992 108 100.0% 18.13 El Super
Silverado Plaza Napa CA 40% 2005 1974 15,600 85 95.7% 27.05 Nob Hill, CVS
Gelson's Westlake Market Plaza Oxnard-Thousand Oaks-Ventura CA 2002 2016 85 97.5% 32.91 Gelson's Markets, John of Italy Salon & Spa
Oakbrook Plaza Oxnard-Thousand Oaks-Ventura CA 1999 2017 83 91.3% 21.83 Gelson's Markets, (CVS), (Ace Hardware)
Westlake Village Plaza and Center Oxnard-Thousand Oaks-Ventura CA 1999 2015 201 97.3% 43.41 Von's, Sprouts, (CVS)
French Valley Village Center Rvrside-San Bernardino-Ontario CA 2004 2004 99 100.0% 28.72 Stater Bros, CVS
Oakshade Town Center Sacramento-Roseville-Folsom CA 2011 1998 3,253 104 81.4% 21.61 Safeway, Sierra
Prairie City Crossing Sacramento-Roseville-Folsom CA 1999 1999 90 100.0% 23.12 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% 27.90 Safeway, CVS, Petco
4S Commons Town Center San Diego-Chula Vista-Carlsbad CA 93% 2004 2004 252 100.0% 35.25 Restoration Hardware Outlet, Ace Hardware, Cost Plus World Market, CVS, Jimbo's…Naturally!, Ralphs, ULTA
Balboa Mesa Shopping Center San Diego-Chula Vista-Carlsbad CA 2012 2014 207 100.0% 30.86 CVS, Kohl's, Von's
El Norte Pkwy Plaza San Diego-Chula Vista-Carlsbad CA 1999 2013 91 97.3% 20.91 Von's, Children's Paradise, ACE Hardware
Friars Mission Center San Diego-Chula Vista-Carlsbad CA 1999 1989 147 100.0% 41.16 Ralphs, CVS
Navajo Shopping Center San Diego-Chula Vista-Carlsbad CA 40% 2005 1964 11,000 102 96.4% 17.81 Albertsons, O'Reilly Auto Parts, Dollar Tree
Point Loma Plaza San Diego-Chula Vista-Carlsbad CA 40% 2005 1987 38,900 205 98.6% 23.08 Von's, Jo-Ann Fabrics, Marshalls, UFC Gym
Rancho San Diego Village San Diego-Chula Vista-Carlsbad CA 40% 2005 1981 153 95.4% 26.54 Smart & Final, 24 Hour Fitness, (Longs Drug)
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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Scripps Ranch Marketplace San Diego-Chula Vista-Carlsbad CA 2017 2017 132 99.1% 36.63 Vons, CVS
The Hub Hillcrest Market San Diego-Chula Vista-Carlsbad CA 2012 2015 149 90.2% 45.71 Ralphs, Trader Joe's
Twin Peaks San Diego-Chula Vista-Carlsbad CA 1999 1988 208 99.1% 24.09 Target, Grocer
200 Potrero San Francisco-Oakland-Berkeley CA 2017 1928 30 100.0% 12.27 Gizmo Art Production, INC.
Bayhill Shopping Center San Francisco-Oakland-Berkeley CA 40% 2005 2019 28,800 122 98.9% 29.14 CVS, Mollie Stone's Market
Clayton Valley Shopping Center San Francisco-Oakland-Berkeley CA 2003 2004 260 91.5% 23.82 Grocery Outlet, Central, CVS, Dollar Tree, Ross Dress For Less
Diablo Plaza San Francisco-Oakland-Berkeley CA 1999 1982 63 98.3% 43.48 Bevmo!, (Safeway), (CVS)
El Cerrito Plaza San Francisco-Oakland-Berkeley CA 2000 2000 256 95.1% 29.76 Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less, Trader Joe's, Marshalls, (CVS)
Encina Grande San Francisco-Oakland-Berkeley CA 1999 2016 106 100.0% 36.85 Whole Foods, Walgreens
Oakley Shops at Laurel Fields(7) San Francisco-Oakland-Berkeley CA 2024 2024 78 80.5% 29.02 Safeway
Persimmon Place San Francisco-Oakland-Berkeley CA 2014 2014 153 97.5% 38.02 Whole Foods, Nordstrom Rack, Homegoods
Plaza Escuela San Francisco-Oakland-Berkeley CA 2017 2002 154 92.5% 43.89 The Container Store, Trufusion, Talbots, The Cheesecake Factory, Barnes & Noble
Pleasant Hill Shopping Center San Francisco-Oakland-Berkeley CA 40% 2005 2016 49,367 227 100.0% 24.93 Target, Burlington, Ross Dress for Less, Homegoods
Potrero Center San Francisco-Oakland-Berkeley CA 2017 1997 227 70.9% 34.88 Safeway, 24 Hour Fitness, Ross Dress for Less, Petco
Powell Street Plaza San Francisco-Oakland-Berkeley CA 2001 1987 166 98.1% 37.19 Trader Joe's, Bevmo!, Ross Dress For Less, Marshalls, Old Navy
San Carlos Marketplace San Francisco-Oakland-Berkeley CA 2017 2007 154 97.3% 36.80 TJ Maxx, Best Buy, PetSmart, Bassett Furniture, Salon Republic
San Leandro Plaza San Francisco-Oakland-Berkeley CA 1999 1982 50 95.3% 39.75 (Safeway), (CVS)
Serramonte Center San Francisco-Oakland-Berkeley CA 2017 2018 1,074 98.0% 27.87 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% 26.72 Safeway, CVS, Alamo Hardware
Willows Shopping Center(6) San Francisco-Oakland-Berkeley CA 2017 2015 233 96.4% 29.41 REI, UFC Gym, Old Navy, Ulta, Five Below, Airport Home Appliance
Woodside Central San Francisco-Oakland-Berkeley CA 1999 1993 81 98.7% 30.27 Chuck E. Cheese, Marshalls, (Target)
Ygnacio Plaza San Francisco-Oakland-Berkeley CA 40% 2005 1968 25,850 110 100.0% 41.81 Sports Basement,TJ Maxx
Blossom Valley San Jose-Sunnyvale-Santa Clara CA 1999 1990 22,300 93 87.4% 29.28 Safeway
Mariposa Shopping Center San Jose-Sunnyvale-Santa Clara CA 40% 2005 2020 26,950 127 97.4% 23.75 Safeway, CVS, Ross Dress for Less
Shoppes at Homestead San Jose-Sunnyvale-Santa Clara CA 1999 1983 116 98.2% 27.08 CVS, Crunch Fitness, (Orchard Supply Hardware)
Snell & Branham Plaza San Jose-Sunnyvale-Santa Clara CA 40% 2005 1988 19,200 92 98.5% 22.46 Safeway
The Pruneyard San Jose-Sunnyvale-Santa Clara CA 2019 2014 260 95.5% 44.12 Trader Joe's, The Sports Basement, Camera Cinemas, Marshalls
West Park Plaza San Jose-Sunnyvale-Santa Clara CA 1999 1996 88 100.0% 23.13 Safeway, Crunch Fitness
Golden Hills Plaza San Luis Obispo-Paso Robles CA 2006 2017 244 87.8% 7.31 Lowe's, TJ Maxx
Five Points Shopping Center Santa Maria-Santa Barbara CA 40% 2005 2014 145 97.6% 32.77 Smart & Final, CVS, Ross Dress for Less, Big 5 Sporting Goods, PETCO
Corral Hollow Stockton CA 2000 2000 153 100.0% 19.21 Safeway, CVS, Crunch Fitness
Alcove On Arapahoe Boulder CO 40% 2005 1957/2019 26,700 159 94.9% 20.27 Petco, HomeGoods, Jo-Ann Fabrics, Safeway, Ulta Salon
Crossroads Commons Boulder CO 20% 2001 1986 34,500 143 95.8% 30.98 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% 43.00 (Whole Foods), (Barnes & Noble)
Falcon Marketplace Colorado Springs CO 2005 2005 22 100.0% 27.59 (Wal-Mart)
Marketplace at Briargate Colorado Springs CO 2006 2006 29 100.0% 37.28 (King Soopers)
Monument Jackson Creek Colorado Springs CO 1998 1999 85 100.0% 13.36 King Soopers
Woodmen Plaza Colorado Springs CO 1998 1998 116 95.6% 14.11 King Soopers
Applewood Shopping Ctr Denver-Aurora-Lakewood CO 40% 2005 2017/2020 360 97.0% 17.20 Applejack Liquors, Hobby Lobby, Homegoods, King Soopers, PetSmart, Sierra Trading Post, Ulta, Three Little Mingos
Belleview Square Denver-Aurora-Lakewood CO 2004 2013 117 97.9% 22.68 King Soopers
Boulevard Center Denver-Aurora-Lakewood CO 1999 1986 77 94.5% 33.57 Eye Care Specialists, (Safeway)
Buckley Square Denver-Aurora-Lakewood CO 1999 1978 116 96.4% 12.59 Ace Hardware, King Soopers
Cherrywood Square Shop Ctr Denver-Aurora-Lakewood CO 40% 2005 1978 9,650 97 100.0% 13.29 King Soopers
Hilltop Village Denver-Aurora-Lakewood CO 2002 2018 101 97.3% 13.30 King Soopers
Littleton Square Denver-Aurora-Lakewood CO 1999 2015 99 96.0% 11.35 King Soopers
Lloyd King Center Denver-Aurora-Lakewood CO 1998 1998 83 100.0% 12.79 King Soopers
Ralston Square Shopping Center Denver-Aurora-Lakewood CO 40% 2005 1977 83 98.5% 17.26 King Soopers
Shops at Quail Creek Denver-Aurora-Lakewood CO 2008 2008 38 100.0% 28.49 (King Soopers)
Stroh Ranch Denver-Aurora-Lakewood CO 1998 1998 93 100.0% 14.66 King Soopers
Centerplace of Greeley III Greeley CO 2007 2007 119 100.0% 13.11 Hobby Lobby, Best Buy, TJ Maxx
22 Crescent Road Bridgeport-Stamford-Norwalk CT 2017 1984 4 100.0% 69.00 -
25 Valley Drive Bridgeport-Stamford-Norwalk CT 2023 1977 18 100.0% 47.57 -
321-323 Railroad Ave Bridgeport-Stamford-Norwalk CT 2023 1983 21 100.0% 38.85 -
470 Main Street Bridgeport-Stamford-Norwalk CT 2023 1972 22 100.0% 31.12 -
91 Danbury Road Bridgeport-Stamford-Norwalk CT 2017 1965 5 100.0% 30.96 0
970 High Ridge Center Bridgeport-Stamford-Norwalk CT 2023 1960 27 89.6% 36.55 BevMax
Airport Plaza Bridgeport-Stamford-Norwalk CT 2023 1974 33 96.3% 31.20 -
Bethel Hub Center Bridgeport-Stamford-Norwalk CT 2023 1957 31 60.8% 15.03 La Placita Bethel Market
Black Rock Bridgeport-Stamford-Norwalk CT 80% 2014 1996 15,148 98 97.8% 30.18 Old Navy, The Clubhouse
Brick Walk(6) Bridgeport-Stamford-Norwalk CT 80% 2014 2007 30,591 122 97.2% 47.49 -
Compo Acres Shopping Center Bridgeport-Stamford-Norwalk CT 2017 2011 43 95.9% 57.62 Trader Joe's
Compo Shopping Center Bridgeport-Stamford-Norwalk CT 2024 1953 76 86.2% 53.75 CVS
Copps Hill Plaza Bridgeport-Stamford-Norwalk CT 2017 2002 173 87.3% 22.42 Stop & Shop, Homegoods, Marshalls, Rite Aid, Michael's
Cos Cob Commons Bridgeport-Stamford-Norwalk CT 2023 1986 48 84.3% 54.36 CVS
Cos Cob Plaza Bridgeport-Stamford-Norwalk CT 2023 1947 3,742 15 93.4% 54.62 -
Danbury Green Bridgeport-Stamford-Norwalk CT 2017 2006 124 100.0% 27.12 Trader Joe's, Hilton Garden Inn, DSW, Staples, Rite Aid, Warehouse Wines & Liquors
Danbury Square Bridgeport-Stamford-Norwalk CT 2023 1987 194 94.9% 13.03 Ocean State Job Lot, Planet Fitness, Elicit Brewing Company, Hobby Lobby
Darinor Plaza(6) Bridgeport-Stamford-Norwalk CT 2017 1978 153 100.0% 20.54 Kohl's, Old Navy, Party City
Fairfield Center(6) Bridgeport-Stamford-Norwalk CT 80% 2014 2000 95 87.1% 34.74 Fairfield University Bookstore, Merril Lynch
Fairfield Crossroads Bridgeport-Stamford-Norwalk CT 2023 1995 62 100.0% 25.28 Marshalls, DSW
Greenwich Commons Bridgeport-Stamford-Norwalk CT 2023 1961 4,667 10 100.0% 90.67 -
High Ridge Center Bridgeport-Stamford-Norwalk CT 100% 2023 1968 8,825 93 99.9% 49.95 Trader Joe's, Barnes & Noble
Knotts Landing Bridgeport-Stamford-Norwalk CT 2023 1994 6 100.0% 75.43 -
Main & Bailey Bridgeport-Stamford-Norwalk CT 2023 1950 62 78.4% 28.15 -
Newfield Green Bridgeport-Stamford-Norwalk CT 2023 1966 18,737 74 96.1% 41.78 Grade A Market, CVS
Old Greenwich CVS Bridgeport-Stamford-Norwalk CT 100% 2023 1941 846 8 100.0% 45.00 -
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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Old Kings Market (fka Goodwives Shopping Center) Bridgeport-Stamford-Norwalk CT 2023 1955 22,607 96 93.2% 41.61 Stop & Shop
Post Road Plaza Bridgeport-Stamford-Norwalk CT 2017 1978 20 100.0% 59.79 Trader Joe's
Ridgeway Shopping Center Bridgeport-Stamford-Norwalk CT 2023 1952 41,940 365 92.0% 31.53 Stop & Shop, LA Fitness, Marshalls, Michael's, Staples, Old Navy, ULTA, Party City
Shelton Square Bridgeport-Stamford-Norwalk CT 2023 1982 189 98.4% 19.65 Stop & Shop, Homegoods, Hawley Lane, Edge Fitness
Station Centre @ Old Greenwich Bridgeport-Stamford-Norwalk CT 2023 1952 39 93.9% 37.26 Kings Food Markets
The Dock-Dockside Bridgeport-Stamford-Norwalk CT 2023 1974 32,908 278 99.5% 19.82 Stop & Shop, BJ's Whole Sale, Edge Fitness, West Marine, Petco, Dollar Tree, Osaka Hibachi
The Hub at Norwalk (fka Walmart Norwalk) Bridgeport-Stamford-Norwalk CT 2017 2003 146 100.0% 23.66 HomeGoods, Target
Westport Collection (fka Greens Farms Plaza) Bridgeport-Stamford-Norwalk CT 2023 1958 40 51.3% 26.64 BevMax
Westport Row Bridgeport-Stamford-Norwalk CT 2017 2010/2020 95 100.0% 45.62 The Fresh Market, Pottery Barn
Brookside Plaza Hartford-E Hartford-Middletown CT 2017 2006 226 96.5% 16.59 Burlington Coat Factory, PetSmart, ShopRite, Staples, TJ Maxx, LL Bean
Corbin's Corner Hartford-E Hartford-Middletown CT 40% 2005 2015 53,000 189 98.1% 32.70 Best Buy, Edge Fitness, Old Navy, The Tile Shop, Total Wine and More, Trader Joe's
Aldi Square New Haven-Milford CT 2023 2014 38 100.0% 16.80 Aldi
Orange Meadows New Haven-Milford CT 2023 1990 78 100.0% 24.17 Trader Joe's, TJMaxx, Bob's Discount Furniture, Ulta
Southbury Green New Haven-Milford CT 2017 2002 156 88.7% 22.63 ShopRite, Homegoods
The Shops at Stone Bridge(7) New Haven-Milford CT 2024 2024 155 79.1% 29.79 Whole Foods, TJ Maxx, Barnes & Noble
New Milford Plaza Torrington CT 2023 1970 235 98.9% 9.09 Walmart, Stop & Shop, Club 24, Dollar Tree
Sunny Valley Shops Torrington CT 2023 2003 72 93.3% 12.58 Staples, Planet Fitness
Veterans Plaza Torrington CT 2023 1966 80 100.0% 12.79 Big Y World Class Market, BevMax
Shops at The Columbia Washington-Arlington-Alexandri DC 2006 2006 23 100.0% 40.18 Trader Joe's
Spring Valley Shopping Center Washington-Arlington-Alexandri DC 40% 2005 1930 13,000 17 100.0% 103.05 -
Pike Creek Philadelphia-Camden-Wilmington DE 1998 2013 229 97.1% 17.72 Acme Markets, Edge Fitness, Pike Creek Community Hardware
Shoppes of Graylyn Philadelphia-Camden-Wilmington DE 40% 2005 1971 64 94.6% 25.82 Rite Aid
Corkscrew Village Cape Coral-Fort Myers FL 2007 1997 82 97.8% 15.89 Publix
Shoppes of Grande Oak Cape Coral-Fort Myers FL 2000 2000 79 100.0% 18.77 Publix
Millhopper Shopping Center Gainesville FL 1993 2017 80 97.7% 19.59 Publix
Newberry Square Gainesville FL 1994 1986 181 88.8% 10.67 Publix, Floor & Décor, Dollar Tree
Anastasia Plaza Jacksonville FL 1993 1988 102 98.8% 17.63 Publix
Atlantic Village Jacksonville FL 2017 2014 110 100.0% 19.50 LA Fitness, Pet Supplies Plus
Brooklyn Station on Riverside Jacksonville FL 2013 2013 50 100.0% 29.45 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% 28.53 Publix
Fleming Island Jacksonville FL 1998 2000 136 99.2% 18.22 Publix, PETCO, Planet Fitness, (Target)
Hibernia Pavilion Jacksonville FL 2006 2006 51 100.0% 16.72 Publix
John's Creek Center Jacksonville FL 20% 2003 2004 9,000 82 100.0% 17.51 Publix
Julington Village Jacksonville FL 20% 1999 1999 10,000 82 100.0% 18.04 Publix, (CVS)
Mandarin Landing Jacksonville FL 2017 2024 140 100.0% 22.70 Whole Foods, Aveda Institute, Baptist Health, Cooper's Hawk
Nocatee Town Center Jacksonville FL 2007 2017 114 100.0% 23.94 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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Oakleaf Commons Jacksonville FL 2006 2006 77 96.3% 16.15 Publix
Old St Augustine Plaza Jacksonville FL 1996 2017/2020 248 100.0% 11.54 Publix, Burlington Coat Factory, Hobby Lobby, LA Fitness, Ross Dress for Less
Pablo Plaza Jacksonville FL 2017 2020 162 100.0% 19.32 Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart
Pine Tree Plaza Jacksonville FL 1997 1999 63 100.0% 15.82 Publix
Seminole Shoppes Jacksonville FL 50% 2009 2018 7,500 87 97.6% 24.72 Publix
Shoppes at Bartram Park Jacksonville FL 50% 2005 2017 135 100.0% 23.43 Publix, (Kohl's), (Tutor Time)
Shops at John's Creek Jacksonville FL 2003 2004 15 100.0% 28.57 -
South Beach Regional Jacksonville FL 2017 1990 305 98.4% 18.88 Trader Joe's, Home Depot, Ross Dress for Less, Staples, Nordstrom Rack, TJ Maxx
Starke(6) Jacksonville FL 2000 2000 13 100.0% 27.05 CVS
Avenida Biscayne Miami-Ft Lauderdale-PompanoBch FL 2017 1991 142 90.4% 57.09 DSW, Jewelry Exchange, Old Navy, The Fresh Market
Aventura Shopping Center Miami-Ft Lauderdale-PompanoBch FL 1994 2017 97 98.9% 39.73 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% 22.87 Walgreens
Bird Ludlam Miami-Ft Lauderdale-PompanoBch FL 2017 1998 192 98.1% 26.95 CVS, Goodwill, Winn-Dixie
Boca Village Square Miami-Ft Lauderdale-PompanoBch FL 2017 2014 92 100.0% 48.27 CVS, Publix
Boynton Lakes Plaza Miami-Ft Lauderdale-PompanoBch FL 1997 2012 110 95.9% 17.82 Citi Trends, Pet Supermarket, Publix
Boynton Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2015 105 100.0% 21.85 CVS, Publix
Caligo Crossing Miami-Ft Lauderdale-PompanoBch FL 2007 2007 11 100.0% 46.60 (Kohl's)
Chasewood Plaza Miami-Ft Lauderdale-PompanoBch FL 1993 2015 152 96.2% 28.96 Publix, Pet Smart
Concord Shopping Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 1993 309 100.0% 15.10 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% 34.22 Aldi, Walgreens
Country Walk Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2008 16,000 101 96.5% 27.18 Publix, CVS
Countryside Shops Miami-Ft Lauderdale-PompanoBch FL 2017 1991/2018 186 98.0% 23.84 Publix, Ross Dress for Less, Painted Tree Boutique
Fountain Square Miami-Ft Lauderdale-PompanoBch FL 2013 2013 177 99.2% 29.78 Publix, Ross Dress for Less, TJ Maxx, Ulta, (Target)
Gardens Square Miami-Ft Lauderdale-PompanoBch FL 1997 1991 90 100.0% 20.14 Publix
Greenwood Shopping Centre Miami-Ft Lauderdale-PompanoBch FL 2017 1994 133 100.0% 18.41 Publix, Bealls
Hammocks Town Center Miami-Ft Lauderdale-PompanoBch FL 2017 1993 187 99.5% 20.37 CVS, Goodwill, Publix, Metro-Dade Public Library, YouFit Health Club, (Kendall Ice Arena)
Pine Island Miami-Ft Lauderdale-PompanoBch FL 2017 1999 255 92.5% 16.79 Publix, YouFit Health Club, Floor and Décor, Advanced Veterinary Care Center
Pine Ridge Square Miami-Ft Lauderdale-PompanoBch FL 2017 2013 118 98.7% 22.70 The Fresh Market, Marshalls, Ulta, Nordstrom Rack
Pinecrest Place(6) Miami-Ft Lauderdale-PompanoBch FL 2017 2017 70 98.3% 44.04 Whole Foods, (Target)
Point Royale Shopping Center Miami-Ft Lauderdale-PompanoBch FL 2017 2018 202 99.1% 17.21 Winn-Dixie, Burlington Coat Factory, Pasteur Medical Center, Planet Fitness, Rana Furniture
Prosperity Centre Miami-Ft Lauderdale-PompanoBch FL 2017 1993 124 69.6% 25.45 Office Depot, TJ Maxx, CVS
Sawgrass Promenade Miami-Ft Lauderdale-PompanoBch FL 2017 1998 107 89.9% 15.72 Publix, Walgreens, Dollar Tree
Sheridan Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 1991/2022 507 92.6% 21.00 Publix, Kohl's, LA Fitness, Ross Dress for Less, Pet Supplies Plus, Burlington, Marshalls
Shoppes @ 104 Miami-Ft Lauderdale-PompanoBch FL 1998 2018 121 98.5% 21.04 Fresco y Mas, CVS
Shoppes at Lago Mar Miami-Ft Lauderdale-PompanoBch FL 2017 1995 83 94.3% 17.13 Publix, YouFit Health Club
Shoppes of Jonathan's Landing Miami-Ft Lauderdale-PompanoBch FL 2017 1997 27 100.0% 32.51 (Publix)
Shoppes of Oakbrook Miami-Ft Lauderdale-PompanoBch FL 2017 2003 183 58.6% 22.33 Publix, Duffy's Sports Bar, CVS
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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Shoppes of Silver Lakes Miami-Ft Lauderdale-PompanoBch FL 2017 1997 127 100.0% 21.93 Publix, Goodwill
Shoppes of Sunset Miami-Ft Lauderdale-PompanoBch FL 2017 2009 22 81.9% 29.24 -
Shoppes of Sunset II Miami-Ft Lauderdale-PompanoBch FL 2017 2009 28 93.4% 25.33 -
Shops at Skylake Miami-Ft Lauderdale-PompanoBch FL 2017 2006 287 97.6% 19.13 Publix, LA Fitness, TJ Maxx, Goodwill, Pasteur Medical
University Commons(6) Miami-Ft Lauderdale-PompanoBch FL 2015 2001 180 100.0% 34.86 Whole Foods, Nordstrom Rack, Barnes & Noble, Bed Bath & Beyond
Waterstone Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2005 61 100.0% 18.79 Publix
Welleby Plaza Miami-Ft Lauderdale-PompanoBch FL 1996 1982 110 94.4% 15.44 Publix, Dollar Tree
Wellington Town Square Miami-Ft Lauderdale-PompanoBch FL 1996 2022 108 97.4% 25.44 Publix, CVS
West Bird Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2000/2021 99 97.9% 27.20 Publix
West Lake Shopping Center Miami-Ft Lauderdale-PompanoBch FL 2017 2000 101 98.6% 23.62 Fresco y Mas, CVS
Westport Plaza Miami-Ft Lauderdale-PompanoBch FL 2017 2002 47 100.0% 23.59 Publix
Berkshire Commons Naples-Marco Island FL 1994 1992 110 100.0% 16.53 Publix, Walgreens
Naples Walk Naples-Marco Island FL 2007 1999 125 92.8% 19.54 Publix
Pavilion Naples-Marco Island FL 2017 2011 168 95.2% 24.34 LA Fitness, Paragon Theaters, J. Lee Salon Suites
Shoppes of Pebblebrook Plaza Naples-Marco Island FL 50% 2000 2000 80 97.0% 16.96 Publix, (Walgreens)
Alafaya Village Orlando-Kissimmee-Sanford FL 2017 1986 39 87.3% 27.54 -
Kirkman Shoppes Orlando-Kissimmee-Sanford FL 2017 2015 116 100.0% 27.21 LA Fitness, Walgreens
Lake Mary Centre Orlando-Kissimmee-Sanford FL 2017 2015 356 95.0% 18.61 The Fresh Market, Academy Sports, Hobby Lobby, LA Fitness, Ross Dress for Less, Office Depot
Plaza Venezia Orlando-Kissimmee-Sanford FL 20% 2016 2000 36,500 203 97.1% 35.13 Publix, Eddie V's
Town and Country Orlando-Kissimmee-Sanford FL 2017 1993 78 100.0% 11.98 Ross Dress for Less
Unigold Shopping Center Orlando-Kissimmee-Sanford FL 2017 1987 115 90.1% 16.19 YouFit Health Club, Ross Dress for Less
Willa Springs Orlando-Kissimmee-Sanford FL 2000 2000 16,700 90 100.0% 25.25 Publix
Cashmere Corners Port St. Lucie FL 2017 2016 86 100.0% 17.64 WalMart
The Plaza at St. Lucie West Port St. Lucie FL 2017 2006 27 100.0% 27.78 -
Charlotte Square Punta Gorda FL 2017 1980 91 92.1% 12.08 WalMart, Buffet City
Ryanwood Square Sebastian-Vero Beach FL 2017 1987 115 94.3% 13.13 Publix, Beall's, Harbor Freight Tools
South Point Sebastian-Vero Beach FL 2017 2003 72 100.0% 16.14 Publix
Treasure Coast Plaza Sebastian-Vero Beach FL 2017 1983 134 99.0% 19.36 Publix, TJ Maxx
Carriage Gate Tallahassee FL 1994 2013 73 100.0% 30.01 Trader Joe's, TJ Maxx
Ocala Corners(6) Tallahassee FL 2000 2000 93 92.9% 43.62 Publix
Bloomingdale Square Tampa-St Petersburg-Clearwater FL 1998 2021 252 99.5% 21.31 Bealls, Dollar Tree, Home Centric, LA Fitness, Publix
Northgate Square Tampa-St Petersburg-Clearwater FL 2007 1995 75 100.0% 17.26 Publix
Regency Square Tampa-St Petersburg-Clearwater FL 1993 2013 352 98.4% 21.30 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% 26.31 Publix
Suncoast Crossing(6) Tampa-St Petersburg-Clearwater FL 2007 2007 118 100.0% 7.65 Kohl's, (Target)
The Village at Hunter's Lake Tampa-St Petersburg-Clearwater FL 2018 2018 72 100.0% 28.89 Sprouts
Town Square Tampa-St Petersburg-Clearwater FL 1997 1999 44 100.0% 36.30 PETCO, Barnes & Noble
Village Center Tampa-St Petersburg-Clearwater FL 1995 2014 186 100.0% 23.45 Publix, PGA Tour Superstore, Walgreens
Westchase Tampa-St Petersburg-Clearwater FL 2007 1998 79 100.0% 18.31 Publix
Ashford Place Atlanta-SandySprings-Alpharett GA 1997 1993 53 100.0% 26.58 Harbor Freight Tools
Briarcliff La Vista Atlanta-SandySprings-Alpharett GA 1997 1962 43 80.0% 19.82 Michael's
Briarcliff Village Atlanta-SandySprings-Alpharett GA 1997 1990 189 99.1% 17.48 Burlington, Party City, Publix, Shoe Carnival, TJ Maxx
Bridgemill Market Atlanta-SandySprings-Alpharett GA 2017 2000 89 95.0% 19.62 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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Brighten Park Atlanta-SandySprings-Alpharett GA 1997 2016 137 94.4% 28.84 Lidl, Big Blue Swim School, Kohl's
Buckhead Court Atlanta-SandySprings-Alpharett GA 1997 1984 49 98.1% 33.46 -
Buckhead Landing Atlanta-SandySprings-Alpharett GA 2017 1998/2024 152 97.6% 34.08 Binders Art Supplies & Frames, Publix, Golf Galaxy
Buckhead Station Atlanta-SandySprings-Alpharett GA 2017 1996 234 93.2% 27.35 Cost Plus World Market, DSW Warehouse, Nordstrom Rack, Old Navy, Saks Off 5th, TJ Maxx, Ulta, Bloomingdale's Outlet
Cambridge Square Atlanta-SandySprings-Alpharett GA 1996 1979 73 98.7% 24.17 Publix
Chastain Square Atlanta-SandySprings-Alpharett GA 2017 2001 92 100.0% 25.43 Publix
Cornerstone Square Atlanta-SandySprings-Alpharett GA 1997 1990 80 100.0% 19.53 Aldi, Barking Hound Village, CVS, HealthMarkets Insurance
Dunwoody Hall Atlanta-SandySprings-Alpharett GA 1997 1986 13,800 86 100.0% 22.16 Publix
Dunwoody Village Atlanta-SandySprings-Alpharett GA 1997 1975 121 97.2% 23.47 The Fresh Market, Walgreens, Dunwoody Prep
Howell Mill Village Atlanta-SandySprings-Alpharett GA 2004 1984 92 100.0% 25.79 Publix
Paces Ferry Plaza Atlanta-SandySprings-Alpharett GA 1997 2018 82 100.0% 42.70 Whole Foods
Powers Ferry Square Atlanta-SandySprings-Alpharett GA 1997 2013 99 100.0% 36.79 HomeGoods, PETCO
Powers Ferry Village Atlanta-SandySprings-Alpharett GA 1997 1994 69 100.0% 10.81 Publix, Barrel Town
Russell Ridge Atlanta-SandySprings-Alpharett GA 1994 1995 108 98.7% 13.57 Kroger
Sandy Springs Atlanta-SandySprings-Alpharett GA 2012 2006 113 97.8% 28.46 Trader Joe's, Fox's, Peter Glenn Ski & Sports
Sope Creek Crossing Atlanta-SandySprings-Alpharett GA 1998 2016 99 98.1% 17.71 Publix
The Shops at Hampton Oaks Atlanta-SandySprings-Alpharett GA 2017 2009 21 93.3% 13.74 (CVS)
Williamsburg at Dunwoody Atlanta-SandySprings-Alpharett GA 2017 1983 45 95.3% 26.48 -
Civic Center Plaza Chicago-Naperville-Elgin IL 40% 2005 1989 22,000 265 100.0% 11.47 Super H Mart, Home Depot, O'Reilly Automotive, King Spa
Clybourn Commons Chicago-Naperville-Elgin IL 2014 1999 32 89.9% 38.45 PETCO
Glen Oak Plaza Chicago-Naperville-Elgin IL 2010 1967 63 100.0% 28.06 Trader Joe's, Walgreens, Northshore University Healthsystems
Hinsdale Lake Commons Chicago-Naperville-Elgin IL 1998 2015 185 96.7% 17.10 Whole Foods, Goodwill, Charter Fitness, Petco
Mellody Farm Chicago-Naperville-Elgin IL 2017 2017 259 98.6% 31.98 Whole Foods, Nordstrom Rack, REI, HomeGoods, Barnes & Noble, West Elm
Naperville Plaza Chicago-Naperville-Elgin IL 20% 2023 1961 22,588 115 100.0% 27.85 Casey's Foods, Trader Joe's, Oswald's Pharmacy
Old Town Square Chicago-Naperville-Elgin IL 20% 2023 1998 14,000 87 97.5% 27.27 Jewel-Osco
Riverside Sq & River's Edge Chicago-Naperville-Elgin IL 40% 2005 1986 169 100.0% 19.18 Mariano's Fresh Market, Dollar Tree, Party City, Blink Fitness
Roscoe Square Chicago-Naperville-Elgin IL 40% 2005 2012 24,500 140 100.0% 24.93 Mariano's Fresh Market, Walgreens, Altitude Trampoline Park
Westchester Commons Chicago-Naperville-Elgin IL 2001 2014 143 93.5% 19.62 Mariano's Fresh Market, Goodwill
Willow Festival(6) Chicago-Naperville-Elgin IL 2010 2007 404 91.6% 19.52 Whole Foods, Lowe's, CVS, HomeGoods, REI, Ulta
Shops on Main Chicago-Naperville-Elgin IN 94% 2007 2017/2020 289 100.0% 17.83 Whole Foods, Dick's Sporting Goods, Ross Dress for Less, HomeGoods, DSW, Nordstrom Rack, Marshalls
Willow Lake Shopping Center Indianapolis-Carmel-Anderson IN 40% 2005 1987 86 86.4% 18.12 Indiana Bureau of Motor Vehicles, Snipes USA, (Kroger)
Willow Lake West Shopping Center Indianapolis-Carmel-Anderson IN 40% 2005 2001 10,000 53 100.0% 28.57 Trader Joe's
Fellsway Plaza Boston-Cambridge-Newton MA 75% 2013 2016 34,300 161 98.0% 27.44 Stop & Shop, Planet Fitness, BioLife Plasma Services
Shaw's at Plymouth Boston-Cambridge-Newton MA 2017 1993 60 100.0% 19.34 Shaw's
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 Saugus Boston-Cambridge-Newton MA 2006 2006 87 100.0% 32.10 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 98.7% 27.65 Shaw's
The Abbot Boston-Cambridge-Newton MA 2017 1912/2024 64 71.9% 98.23 Center for Effective Alturism
Twin City Plaza Boston-Cambridge-Newton MA 2006 2004 285 100.0% 23.59 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 98.9% 31.79 CVS
Festival at Woodholme Baltimore-Columbia-Towson MD 40% 2005 1986 18,510 81 93.7% 41.59 Trader Joe's
Parkville Shopping Center Baltimore-Columbia-Towson MD 40% 2005 2013 23,200 165 96.4% 17.83 Giant, Parkville Lanes, Dollar Tree, Petco, The Cellar Parkville
Southside Marketplace Baltimore-Columbia-Towson MD 40% 2005 2011 24,800 125 94.7% 25.86 Giant
Village at Lee Airpark(6) Baltimore-Columbia-Towson MD 2005 2014 118 100.0% 31.87 Giant, (Sunrise)
Burnt Mills Washington-Arlington-Alexandri MD 20% 2013 2004 31 100.0% 41.66 Trader Joe's
Cloppers Mill Village Washington-Arlington-Alexandri MD 40% 2005 1995 137 94.5% 19.53 Shoppers Food Warehouse, Dollar Tree
Firstfield Shopping Center Washington-Arlington-Alexandri MD 40% 2005 2014 22 100.0% 45.97 -
Takoma Park Washington-Arlington-Alexandri MD 40% 2005 1960 107 98.2% 15.48 Planet Fitness
Watkins Park Plaza Washington-Arlington-Alexandri MD 40% 2005 1985 111 98.6% 30.37 LA Fitness, CVS
Westbard Square Washington-Arlington-Alexandri MD 2017 2001/2024 171 98.4% 39.44 Giant, Bowlmor AMF
Woodmoor Shopping Center Washington-Arlington-Alexandri MD 40% 2005 1954 18,783 68 93.3% 38.65 CVS
Apple Valley Square Minneapol-St. Paul-Bloomington MN 2006 1998 179 78.7% 19.17 Jo-Ann Fabrics, PETCO, Savers,(Burlington Coat Factory), (Aldi)
Cedar Commons Minneapol-St. Paul-Bloomington MN 2011 1999 66 100.0% 30.87 Whole Foods
Colonial Square Minneapol-St. Paul-Bloomington MN 40% 2005 2014 19,700 93 100.0% 28.26 Lund's
Rockford Road Plaza Minneapol-St. Paul-Bloomington MN 40% 2005 1991 20,000 204 99.4% 14.62 Kohl's, PetSmart, HomeGoods, TJ Maxx, ULTA
Rockridge Center Minneapol-St. Paul-Bloomington MN 20% 2011 2006 14,500 125 98.3% 14.85 CUB Foods
Brentwood Plaza St. Louis MO 2007 2002 60 92.6% 10.45 Schnucks
Bridgeton St. Louis MO 2007 2005 71 100.0% 12.96 Schnucks, (Home Depot)
Dardenne Crossing St. Louis MO 2007 1996 67 100.0% 11.85 Schnucks
Kirkwood Commons St. Louis MO 2007 2000 210 100.0% 10.42 Walmart, TJ Maxx, HomeGoods, Famous Footwear, (Target), (Lowe's)
Blakeney Town Center Charlotte-Concord-Gastonia NC 2021 2006 384 97.9% 27.47 Harris Teeter, Marshalls, Best Buy, Petsmart, Off Broadway Shoes, Old Navy, (Target)
Carmel Commons Charlotte-Concord-Gastonia NC 1997 2012 146 100.0% 24.60 Chuck E. Cheese, The Fresh Market, Party City, Edwin Watts Golf
Cochran Commons Charlotte-Concord-Gastonia NC 20% 2007 2003 66 100.0% 17.58 Harris Teeter, (Walgreens)
Willow Oaks Charlotte-Concord-Gastonia NC 2014 2014 65 100.0% 18.27 Publix
Shops at Erwin Mill Durham-Chapel Hill NC 55% 2012 2012 12,000 91 100.0% 21.04 Harris Teeter
Southpoint Crossing Durham-Chapel Hill NC 1998 1998 103 96.1% 18.02 Harris Teeter
Village Plaza Durham-Chapel Hill NC 20% 2012 2020 11,515 73 93.4% 26.20 Whole Foods
Woodcroft Shopping Center Durham-Chapel Hill NC 1996 1984 90 97.1% 15.02 Food Lion, ACE Hardware
Glenwood Village Raleigh-Cary NC 1997 1983 43 94.4% 19.49 Harris Teeter
Holly Park Raleigh-Cary NC 2013 1969 158 99.0% 21.59 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% 14.77 Harris Teeter
Market at Colonnade Center Raleigh-Cary NC 2009 2009 58 100.0% 29.08 Whole Foods
Midtown East Raleigh-Cary NC 50% 2017 2017 36,000 159 100.0% 26.43 Wegmans
Ridgewood Shopping Center Raleigh-Cary NC 20% 2018 1951 8,759 94 91.3% 31.17 Whole Foods, Walgreens
Shoppes of Kildaire Raleigh-Cary NC 40% 2005 1986 20,000 145 100.0% 21.87 Trader Joe's, Aldi, Staples, 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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Sutton Square Raleigh-Cary NC 20% 2006 1985 101 97.0% 22.61 The Fresh Market
Village District Raleigh-Cary NC 30% 2004 2018 75,000 602 99.1% 26.52 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% 16.03 Superfresh
Boonton ACME Shopping Center New York-Newark-Jersey City NJ 2023 1999 10,358 63 100.0% 25.54 Acme Markets
Cedar Hill Shopping Center New York-Newark-Jersey City NJ 2023 1971 6,815 43 100.0% 31.17 Walgreens
Chestnut Ridge Shopping Center New York-Newark-Jersey City NJ 50% 2023 1965 76 92.2% 30.97 Fresh Market, Drop Fitness
Chimney Rock(6) New York-Newark-Jersey City NJ 2016 2016 218 100.0% 38.34 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% 33.14 Whole Foods
Emerson Plaza New York-Newark-Jersey City NJ 2023 1981 85 95.3% 14.50 Shoprite, K-9 Resorts Luxury Pet Hotel
Ferry Street Plaza New York-Newark-Jersey City NJ 2023 1995 8,471 108 100.0% 23.41 Seabra Foods, Flaming Grill
H Mart Plaza New York-Newark-Jersey City NJ 2023 1967 7 100.0% 46.32 -
Meadtown Shopping Center New York-Newark-Jersey City NJ 2023 1961 9,070 77 100.0% 26.71 Marshalls, Petco, Walgreens
Midland Park Shopping Center New York-Newark-Jersey City NJ 2023 1966 17,166 129 91.9% 25.08 Kings Food Markets, Crunch Fitness
Plaza Square New York-Newark-Jersey City NJ 40% 2005 1990 103 80.0% 18.05 Grocer, Retro Fitness
Pompton Lakes Towne Square New York-Newark-Jersey City NJ 2023 2000 66 92.2% 26.29 Planet Fitness
Rite Aid Plaza-Waldwick Plaza New York-Newark-Jersey City NJ 2023 1953 20 100.0% 30.42 Rite Aid
South Pass Village New York-Newark-Jersey City NJ 2023 1965 19,705 109 100.0% 32.06 Acme Markets
Valley Ridge Shopping Center New York-Newark-Jersey City NJ 2023 1962 16,249 103 93.0% 27.33 Whole Foods
Van Houten Plaza New York-Newark-Jersey City NJ 2023 1974 42 100.0% 11.05 Dollar Tree
Waldwick Plaza New York-Newark-Jersey City NJ 2023 1960 27 100.0% 28.19 -
Washington Commons New York-Newark-Jersey City NJ 100% 2023 1992 8,494 74 94.2% 23.95 Stop & Shop
Glenwood Green Philadelphia-Camden-Wilmington NJ 70% 2023 2024 355 95.6% 16.84 ShopRite, Target, Rendina
Haddon Commons Philadelphia-Camden-Wilmington NJ 40% 2005 1985 54 100.0% 18.29 Acme Markets
101 7th Avenue New York-Newark-Jersey City NY 2017 1930 57 0.0% - -
111 Kraft Avenue New York-Newark-Jersey City NY 2023 1902 9 74.1% 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% 83.90 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 10 100.0% 39.59 -
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% 82.38 -
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% 24.78 Stop & Shop, Westchester Community College, The 19th Hole
Biltmore Shopping Center New York-Newark-Jersey City NY 2023 1967 17 100.0% 39.90 -
Broadway Plaza(6) New York-Newark-Jersey City NY 2017 2014 147 93.2% 41.90 Aldi, Best Buy, Bob's Discount Furniture, TJ Maxx, Blink Fitness
Carmel ShopRite Plaza New York-Newark-Jersey City NY 2023 1981 142 96.9% 14.50 Shoprite, Carmel Cinema, Gold's Gyn, Rite Aid
Chilmark Shopping Center New York-Newark-Jersey City NY 2023 1963 47 100.0% 32.98 CVS
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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Clocktower Plaza Shopping Ctr(6) New York-Newark-Jersey City NY 2017 1995 79 96.9% 48.76 Stop & Shop
DeCicco's Plaza New York-Newark-Jersey City NY 2023 1978 70 97.0% 40.53 Decicco & Sons
District Shops of Pelham Manor (fka Pelham Manor Plaza) New York-Newark-Jersey City NY 2023 1960 25 74.5% 36.02 Manor Market
East Meadow Plaza New York-Newark-Jersey City NY 2023 1971 139 85.6% 25.93 Lidl, Dollar Deal
Eastchester Plaza New York-Newark-Jersey City NY 2023 1963 24 100.0% 37.50 CVS
Eastport New York-Newark-Jersey City NY 2021 1980 48 94.0% 13.04 King Kullen, Rite Aid
Gateway Plaza New York-Newark-Jersey City NY 50% 2023 0 14,000 198 100.0% 9.78 Walmart, Bob's Discount Furniture
Harrison Shopping Square New York-Newark-Jersey City NY 2023 1958 26 95.2% 23.68 The Goddard School
Heritage 202 Center New York-Newark-Jersey City NY 2023 1989 19 93.8% 36.54 -
Hewlett Crossing I & II New York-Newark-Jersey City NY 2018 1954 52 100.0% 39.55 -
Lake Grove Commons New York-Newark-Jersey City NY 40% 2012 2008 49,246 141 100.0% 37.39 Whole Foods, LA Fitness
Lakeview Shopping Center New York-Newark-Jersey City NY 2023 1981 10,680 165 97.9% 18.55 Acme, Planet Fitness, Montclare Children's School, Rite Aid
McLean Plaza New York-Newark-Jersey City NY 100% 2023 1982 5,000 58 88.4% 19.92 Acme Markets
Midway Shopping Center New York-Newark-Jersey City NY 12% 2023 1958 21,346 244 97.4% 26.83 Shoprite, JoAnn, 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% 102.08 -
Orangetown Shopping Center New York-Newark-Jersey City NY 100% 2023 1966 5,885 76 91.5% 22.26 CVS
Purchase Street Shops New York-Newark-Jersey City NY 2023 0 6 100.0% 37.74 -
Putnam Plaza New York-Newark-Jersey City NY 67% 2023 1971 16,916 189 89.1% 17.62 Tops, Dollar World, Rite Aid, 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 93.9% 27.79 Ulta, The Learning Experience, Mom's Organic Market, Look Cinemas
Somers Commons New York-Newark-Jersey City NY 2023 2003 135 89.9% 17.79 Level Fitness, Tractor Supply, Goodwill
Staples Plaza-Yorktown Heights New York-Newark-Jersey City NY 2023 1970 125 100.0% 11.45 Level Fitness, Staples, Party City, Extra Space Storage
Tanglewood Shopping Center New York-Newark-Jersey City NY 2023 1953 2,163 28 96.6% 44.02 -
The Gallery at Westbury Plaza New York-Newark-Jersey City NY 2017 2013 312 98.4% 53.54 Trader Joe's, Nordstrom Rack, Saks Fifth Avenue, Bloomingdale's, The Container Store, HomeGoods, Old Navy, Gap Outlet, Bassett Home Furnishings, Famous Footwear
The Meadows (fka East Meadow) New York-Newark-Jersey City NY 2021 1980 141 94.8% 16.48 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% 31.29 King Kullen, Ace Hardware
The Shops at SunVet (fka SunVet)(6)(7) New York-Newark-Jersey City NY 100% 2023 2023 172 73.3% 45.92 Whole Foods, Nordstrom Rack
Towne Centre at Somers New York-Newark-Jersey City NY 2023 1988 84 98.2% 31.74 CVS
Valley Stream New York-Newark-Jersey City NY 2021 1950 99 95.0% 31.10 King Kullen
Village Commons New York-Newark-Jersey City NY 2023 1980 28 87.6% 39.47 -
Wading River New York-Newark-Jersey City NY 2021 2002 99 96.4% 24.56 King Kullen, CVS, Ace Hardware
Westbury Plaza New York-Newark-Jersey City NY 2017 2004 88,000 390 100.0% 28.10 WalMart, Costco, Marshalls, Total Wine and More, Olive Garden
Marine's Taste of Italy Torrington NY 2023 1988 3 100.0% 28.73 -
Cherry Grove Cincinnati OH 1998 2012 203 96.0% 13.34 Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning
Hyde Park Cincinnati OH 1997 1995 398 100.0% 17.41 Kroger, Kohl's, Walgreens, Ace Hardware, Staples, Marshalls, Five Below
Red Bank Village Cincinnati OH 2006 2018 176 100.0% 8.00 WalMart
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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Regency Commons Cincinnati OH 2004 2004 34 84.0% 27.58 -
West Chester Plaza Cincinnati OH 1998 1988 88 96.8% 10.20 Kroger
East Pointe Columbus OH 1998 2014 111 100.0% 11.65 Kroger
Kroger New Albany Center Columbus OH 1999 1999 96 100.0% 14.12 Kroger
Northgate Plaza (Maxtown Road) Columbus OH 1998 2017 117 100.0% 12.51 Kroger, (Home Depot)
Corvallis Market Center Corvallis OR 2006 2006 85 100.0% 22.79 Michaels, TJ Maxx, Trader Joe's
Northgate Marketplace Medford OR 2011 2011 81 96.3% 25.26 Trader Joe's, REI, PETCO
Northgate Marketplace Ph II Medford OR 2015 2015 177 96.4% 18.12 Dick's Sporting Goods, Homegoods, Marshalls
Greenway Town Center Portland-Vancouver-Hillsboro OR 40% 2005 2014 93 97.5% 17.00 Dollar Tree, Rite Aid, Whole Foods
Murrayhill Marketplace Portland-Vancouver-Hillsboro OR 1999 2016 150 90.4% 22.03 Safeway, Planet Fitness
Sherwood Crossroads Portland-Vancouver-Hillsboro OR 1999 1999 88 91.9% 12.40 Safeway
Tanasbourne Market(6) Portland-Vancouver-Hillsboro OR 2006 2006 71 100.0% 33.11 Whole Foods
Walker Center Portland-Vancouver-Hillsboro OR 1999 1987 89 95.7% 28.64 REI
Allen Street Shopping Ctr Allentown-Bethlehem-Easton PA 40% 2005 1958 46 100.0% 19.71 Grocery Outlet Bargain Market
Lower Nazareth Commons Allentown-Bethlehem-Easton PA 2007 2012 101 100.0% 28.73 Burlington Coat Factory, PETCO, (Wegmans), (Target)
Stefko Boulevard Shopping Center Allentown-Bethlehem-Easton PA 40% 2005 1976 134 97.9% 11.44 Valley Farm Market, Dollar Tree, Muscle Inc. Gym
Hershey(6) Harrisburg-Carlisle PA 2000 2000 6 100.0% 30.00 -
Baederwood Shopping Center Philadelphia-Camden-Wilmington PA 80% 2023 1999 24,365 117 97.4% 28.52 Whole Foods, Planet Fitness
City Avenue Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1960 157 96.1% 21.97 Ross Dress for Less, TJ Maxx, Dollar Tree
Gateway Shopping Center Philadelphia-Camden-Wilmington PA 2004 2016 224 96.0% 36.71 Trader Joe's, Staples, TJ Maxx, Jo-Ann Fabrics
Mercer Square Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1988 91 100.0% 23.43 Weis Markets
Newtown Square Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 2020 20,000 142 96.5% 20.87 Acme Markets, Michael's
Warwick Square Shopping Center Philadelphia-Camden-Wilmington PA 40% 2005 1999 93 95.6% 17.47 Grocery Outlet Bargain Market, Planet Fitness
East Greenwich Square Boston-Cambridge-Newton RI 70% 2024 1990 26,000 159 97.0% 20.00 Dave's Fresh Marketplace, Les Isle Rose
Indigo Square Charleston-North Charleston SC 2017 2017 51 100.0% 32.01 Greenwise (Vac 8/29/20)
Merchants Village Charleston-North Charleston SC 40% 1997 1997 9,000 80 100.0% 19.16 Publix
Harpeth Village Fieldstone Nashvil-Davdsn-Murfree-Frankln TN 1997 1998 70 100.0% 17.43 Publix
Northlake Village Nashvil-Davdsn-Murfree-Frankln TN 2000 2013 135 100.0% 16.14 Kroger
Peartree Village Nashvil-Davdsn-Murfree-Frankln TN 1997 1997 110 100.0% 20.52 Kroger, PETCO
Hancock Austin-Round Rock-Georgetown TX 1999 1998 263 99.2% 20.53 24 Hour Fitness, Firestone Complete Auto Care, H.E.B, PETCO, Twin Liquors
Market at Round Rock Austin-Round Rock-Georgetown TX 1999 1987 123 85.6% 21.63 Sprout's Markets, Office Depot
North Hills Austin-Round Rock-Georgetown TX 1999 1995 164 98.8% 23.70 H.E.B.
Shops at Mira Vista Austin-Round Rock-Georgetown TX 2014 2002 151 68 100.0% 27.16 Trader Joe's, Champions Westlake Gymnastics & Cheer
Tech Ridge Center Austin-Round Rock-Georgetown TX 2011 2020 243 98.3% 21.47 H.E.B., Pinstack, Baylor Scott & White
University Commons - Austin Austin-Round Rock-Georgetown TX 20% 2024 2024 218 93.8% 21.03 HEB
Bethany Park Place Dallas-Fort Worth-Arlington TX 1998 1998 10,200 99 98.6% 12.07 Kroger
CityLine Market Dallas-Fort Worth-Arlington TX 2014 2014 81 100.0% 30.87 Whole Foods
CityLine Market Phase II Dallas-Fort Worth-Arlington TX 2015 2015 22 100.0% 28.99 CVS
Hillcrest Village Dallas-Fort Worth-Arlington TX 1999 1991 15 100.0% 51.47 -
Keller Town Center Dallas-Fort Worth-Arlington TX 1999 2014 120 95.9% 17.00 Tom Thumb
Lebanon/Legacy Center Dallas-Fort Worth-Arlington TX 2000 2002 56 97.0% 31.71 (WalMart)
Market at Preston Forest Dallas-Fort Worth-Arlington TX 1999 1990 96 100.0% 23.28 Tom Thumb
Mockingbird Commons Dallas-Fort Worth-Arlington TX 1999 1987 120 100.0% 22.21 Tom Thumb, Ogle School of Hair Design
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)
--- --- --- --- --- --- --- --- --- --- --- --- --- ---
Preston Oaks(6) Dallas-Fort Worth-Arlington TX 2013 2022 103 96.2% 41.60 Central Market, Talbots
Prestonbrook Dallas-Fort Worth-Arlington TX 1998 1998 92 98.9% 15.73 Kroger
Shiloh Springs Dallas-Fort Worth-Arlington TX 1998 1998 110 100.0% 15.84 Kroger
Alden Bridge Houston-Woodlands-Sugar Land TX 2002 1998 26,000 139 97.4% 21.80 Kroger, Walgreens
Baybrook East(7) Houston-Woodlands-Sugar Land TX 50% 2020 2021 11,778 155 91.3% 12.73 H.E.B
Cochran's Crossing Houston-Woodlands-Sugar Land TX 2002 1994 138 93.7% 21.16 Kroger
Indian Springs Center Houston-Woodlands-Sugar Land TX 2002 2003 140 100.0% 26.92 H.E.B.
Jordan Ranch(7) Houston-Woodlands-Sugar Land TX 50% 2024 2024 162 83.2% 14.81 HEB
Market at Springwoods Village Houston-Woodlands-Sugar Land TX 53% 2016 2018 3,750 167 98.9% 18.44 Kroger
Panther Creek Houston-Woodlands-Sugar Land TX 2002 1994 166 99.0% 25.47 CVS, The Woodlands Childrens Museum, Fitness Project
Sienna Grande Shops (fka Sienna)(7) Houston-Woodlands-Sugar Land TX 75% 2023 2023 30 58.6% 35.60 -
Southpark at Cinco Ranch Houston-Woodlands-Sugar Land TX 2012 2017 265 100.0% 14.85 Kroger, Academy Sports, PETCO, Spec's Liquor and Finer Foods
Sterling Ridge Houston-Woodlands-Sugar Land TX 2002 2000 129 100.0% 22.98 Kroger, CVS
Sweetwater Plaza Houston-Woodlands-Sugar Land TX 20% 2001 2000 20,000 135 93.7% 18.81 Kroger, Walgreens
The Village at Riverstone Houston-Woodlands-Sugar Land TX 2016 2016 165 95.0% 17.44 Kroger
Weslayan Plaza East Houston-Woodlands-Sugar Land TX 40% 2005 1969 169 100.0% 22.37 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 98.1% 22.38 Randalls Food, Walgreens, PETCO, Homegoods, Barnes & Noble
Westwood Village Houston-Woodlands-Sugar Land TX 2006 2006 242 97.5% 19.60 Fitness Project, PetSmart, Office Max, Ross Dress For Less, TJ Maxx, Kelsey Seybold,(Target)
Woodway Collection Houston-Woodlands-Sugar Land TX 40% 2005 2012 25,900 97 94.2% 32.52 Whole Foods
Carytown Exchange Richmond VA 69% 2018 2022 116 100.0% 29.09 Publix, CVS
Hanover Village Shopping Center Richmond VA 40% 2005 1971 90 100.0% 10.35 Aldi, Tractor Supply Company, Harbor Freight Tools, Dollar Tree
Village Shopping Center Richmond VA 40% 2005 1948 24,250 116 83.8% 26.94 Publix, CVS
Ashburn Farm Village Center Washington-Arlington-Alexandri VA 40% 2005 1996 92 100.0% 18.24 Patel Brothers, The Shop Gym
Belmont Chase Washington-Arlington-Alexandri VA 2014 2014 91 100.0% 35.19 Cooper's Hawk Winery, Whole Foods
Centre Ridge Marketplace Washington-Arlington-Alexandri VA 40% 2005 1996 11,640 107 96.2% 20.21 United States Coast Guard Ex, Planet Fitness
Festival at Manchester Lakes Washington-Arlington-Alexandri VA 40% 2005 2021 169 96.2% 31.39 Amazon Fresh, Homesense, Hyper Kidz
Fox Mill Shopping Center Washington-Arlington-Alexandri VA 40% 2005 2013 22,500 103 97.6% 27.74 Giant
Greenbriar Town Center Washington-Arlington-Alexandri VA 40% 2005 1972 76,200 340 97.2% 29.79 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% 35.50 PGA Tour Superstore
Kings Park Shopping Center Washington-Arlington-Alexandri VA 40% 2005 2015 21,800 96 100.0% 34.87 Giant, CVS
Lorton Station Marketplace Washington-Arlington-Alexandri VA 20% 2006 2005 7,300 136 91.4% 26.76 Amazon Fresh, Planet Fitness, Five Below, LLC
Point 50 Washington-Arlington-Alexandri VA 2007 2021 48 100.0% 33.27 Amazon Fresh
Saratoga Shopping Center Washington-Arlington-Alexandri VA 40% 2005 1977 22,800 113 95.1% 22.48 Giant
Shops at County Center Washington-Arlington-Alexandri VA 2005 2005 101 100.0% 21.74 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 2023 420 96.2% 39.71 Whole Foods, Crate & Barrel, The Container Store, Barnes & Noble, 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% 23.89 Wegmans
Village Center at Dulles Washington-Arlington-Alexandri VA 20% 2002 1991 46,000 307 85.5% 30.62 Giant, CVS, Advance Auto Parts, Chuck E. Cheese, HomeGoods, Goodwill, Furniture Max
Willston Centre I Washington-Arlington-Alexandri VA 40% 2005 1952 105 86.5% 30.38 Fashion K City
Willston Centre II Washington-Arlington-Alexandri VA 40% 2005 2010 32,000 136 100.0% 28.50 Safeway, (Target), (PetSmart)
6401 Roosevelt Seattle-Tacoma-Bellevue WA 2019 1929 8 100.0% 27.92 -
Aurora Marketplace Seattle-Tacoma-Bellevue WA 40% 2005 1991 13,400 107 100.0% 19.13 Safeway, TJ Maxx
Ballard Blocks I Seattle-Tacoma-Bellevue WA 50% 2018 2007 132 98.4% 27.71 LA Fitness, Ross Dress for Less, Trader Joe's
Ballard Blocks II Seattle-Tacoma-Bellevue WA 50% 2018 2018 117 99.0% 35.03 Bright Horizons, Kaiser Permanente, PCC Community Markets, Prokarma, Trufusion, West Marine
Broadway Market Seattle-Tacoma-Bellevue WA 20% 2014 1988 21,500 140 94.3% 29.42 Gold's Gym, Mosaic Salon Group, Quality Food Centers
Cascade Plaza Seattle-Tacoma-Bellevue WA 20% 1999 1999 206 86.9% 13.24 Big 5 Sporting Goods, Dollar Tree, Jo-Ann Fabrics, Planet Fitness, Ross Dress For Less, Safeway, Aaron's
Eastgate Plaza Seattle-Tacoma-Bellevue WA 40% 2005 2018/2021 22,000 85 100.0% 32.47 Safeway, Rite Aid
Grand Ridge Plaza Seattle-Tacoma-Bellevue WA 2012 2018 331 99.5% 27.53 Bevmo!, Dick's Sporting Goods, Marshalls, Regal Cinemas,Safeway, Ulta
Inglewood Plaza Seattle-Tacoma-Bellevue WA 1999 1985 17 100.0% 48.11 -
Island Village Seattle-Tacoma-Bellevue WA 2023 2013 106 98.7% 16.47 Safeway, Rite Aid
Klahanie Shopping Center Seattle-Tacoma-Bellevue WA 2016 1998 67 89.6% 39.15 (QFC)
Melrose Market Seattle-Tacoma-Bellevue WA 2019 2009 21 92.7% 37.57 -
Overlake Fashion Plaza Seattle-Tacoma-Bellevue WA 40% 2005 2020 87 100.0% 30.71 Marshalls, Bevmo!, Amazon Go Grocery
Pine Lake Village Seattle-Tacoma-Bellevue WA 1999 1989 103 98.6% 27.82 Quality Food Centers, Rite Aid
Roosevelt Square Seattle-Tacoma-Bellevue WA 2017 2017 150 84.7% 28.96 Whole Foods, Guitar Center, LA Fitness
Sammamish-Highlands Seattle-Tacoma-Bellevue WA 1999 2013 101 100.0% 39.83 Trader Joe's, Bartell Drugs, (Safeway)
Southcenter Seattle-Tacoma-Bellevue WA 1999 1990 57 100.0% 36.04 (Target)
Regency Centers Total $ 2,186,955 57,315 96.3% $ 25.16
  • 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 17 - Commitments and Contingencies in the Notes for discussion regarding material legal proceeds 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 07, 2025, there were 140,467 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 real estate investment trust 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, 2024.

The following table represents information with respect to purchases by Regency of its common stock by month during the three month period ended December 31, 2024:

Period Total number of<br>shares<br>purchased (1) Total number of shares<br>purchased as part of<br>publicly announced plans<br>or programs (2) Average price<br>paid per share Maximum number or approximate<br>dollar value of shares that may yet be<br>purchased under the plans or<br>programs (2)
October 1, 2024, through October 31, 2024 $ $ 250,000,000
November 1, 2024, through November 30, 2024 145,257 $ 73.77 $ 250,000,000
December 1, 2024, through December 31, 2024 $ $ 250,000,000
  • Represents shares purchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency's Long-Term Omnibus Plan.
  • On July 31, 2024, we announced that our Board has authorized a common stock repurchase program under which we may purchase up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. This program will expire on June 30, 2026, 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, 2019. 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").

img39202392_1.jpg

12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 12/31/2024
Regency Centers Corporation $ 100.00 76.09 130.41 112.72 125.99 144.73
S&P 500 100.00 118.40 152.39 124.79 157.59 197.02
FTSE NAREIT Equity REITs 100.00 92.00 131.78 99.67 113.35 123.25
FTSE NAREIT Equity Shopping Centers 100.00 72.36 119.43 104.46 117.03 136.97

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, 2024, we had Net income attributable to common shareholders of $386.7 million as compared to $359.5 million during the year ended December 31, 2023 with the increase primarily related to the 2023 acquisition of UBP.

During the year ended December 31, 2024:

  • Our Pro-rata same property NOI, excluding termination fees, grew 3.1%, primarily attributable to improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on new and renewal leases.
  • We executed 2,032 new and renewal leasing transactions representing 9.9 million Pro-rata SF with positive rent spreads of 9.5% during 2024, compared to 1,839 such transactions representing 6.9 million Pro-rata SF with positive rent spreads of 10.0% in 2023. 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, 2024, our total property portfolio was 96.3% leased while our same property portfolio was 96.7% leased, compared to 95.1% and 95.7%, respectively, at December 31, 2023.

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 $497.3 million compared to $468.1 million at December 31, 2023.
  • Development and redevelopment projects completed during 2024 represented $236.6 million of estimated net project costs, with an average stabilized yield of 8.0%. 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 engaged in successful capital markets transactions and related activity that enabled us to maintain liquidity and the financial flexibility to cost effectively fund investment opportunities and debt maturities:

  • We received a credit rating upgrade to A3 with a stable outlook from Moody's Investors Service, and S&P Global upgraded our outlook to 'Positive' and affirmed the Company's BBB+ credit rating.
  • On January 8, 2024, we priced a public offering of $400 million of senior unsecured notes due in 2034, with a coupon of 5.25% . We used a portion of the net proceeds to reduce the outstanding balance on the Line and invested the remaining net proceeds in certificates of deposit and short-term U.S. Treasury mutual funds until required for general corporate purposes including the repayment of outstanding debt, as further described below. All such investments matured within the year.
  • On June 17, 2024, we repaid $250 million of maturing senior unsecured notes.
  • On August 12, 2024, we priced a public offering of $325 million of senior unsecured notes due in 2035, with a coupon of 5.1%. We used the net proceeds from this offering to reduce the outstanding balance on the Line.
  • We have $101.6 million of secured loans maturing during the next 12 months, including Regency's pro-rata share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay-off as they mature.
  • At December 31, 2024, we had $1.4 billion available on the Line, which expires on March 23, 2028 unless we exercise the available options to extend the maturity for two additional six-month periods, in which case the term will be extended in accordance with any such option exercise.
  • During November and December 2024, we entered into forward sale agreements with respect to 1,339,377 shares that were purchased in several tranches at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses. These shares are pledged under forward sale agreements and must be settled within one year of their trade dates, which vary by agreement and are expected to result in net proceeds of approximately $100 million. Proceeds from the issuance of shares are expected to be used to fund acquisitions of operating properties, to fund developments and redevelopments, and for general corporate purposes. No shares have been settled through December 31, 2024.

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, 2024 December 31, 2023
Percent Leased – All properties 96.3 % 95.1 %
Anchor Space (spaces ≥ 10,000 SF) 98.4 % 96.7 %
Shop Space (spaces < 10,000 SF) 93.0 % 92.4 %

Our percent leased increased primarily due to favorable leasing activity in both our Anchor and Shop Space categories during 2024.

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, 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
Year Ended December 31, 2023
--- --- --- --- --- --- --- --- --- --- ---
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 41 859 $ 20.37 $ 45.96 $ 5.38
Renewal 110 2,916 18.06 0.39 0.10
Total Anchor Space Leases 151 3,775 $ 18.58 $ 10.77 $ 1.30
Shop Space Leases
New 583 1,179 $ 38.25 $ 41.71 $ 13.28
Renewal 1,105 1,952 37.55 1.73 0.73
Total Shop Space Leases 1,688 3,131 $ 37.82 $ 16.79 $ 5.45
Total Leases 1,839 6,906 $ 27.30 $ 13.50 $ 3.19

The weighted-average base rent PSF on signed Shop Space leases during 2024 was $38.92 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 $35.98 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 9.5% for the 12 months ended December 31, 2024, compared to 10.0% for the 12 months ended December 31, 2023.

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, 2024
Anchor Number of<br>Stores Percentage of<br>Company-<br>owned GLA (1) Percentage of<br>Annual<br>Base Rent (1)
Publix 67 6.0 % 2.9 %
Albertsons Companies, Inc. (2) 52 4.3 % 2.8 %
TJX Companies, Inc. 74 3.6 % 2.7 %
Amazon/Whole Foods 39 2.7 % 2.6 %
Kroger Co. (2) 52 6.0 % 2.6 %
  • Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.
  • In October 2022, Kroger Co. and Albertsons Companies, Inc. announced a proposed merger, and in September 2023, an agreement for a separate transaction was announced to divest certain assets of each company to a third party, C&S Wholesale Grocers. The proposed merger was terminated in the fourth quarter of 2024 after adverse court rulings that enjoined the transaction primarily due to antitrust issues.

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. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing 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, 2024, the tenants who are currently in bankruptcy and which continue to occupy space in our shopping centers represent an aggregate of 0.7% 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, 2023, compared to the same period in 2022, 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, 2023, filed with the SEC on February 16, 2024.

Results of Operations

The results of operations for the year ended December 31, 2024, include a full year of results from our acquisition of UBP on August 18, 2023 as compared to a partial year in 2023.

Comparison of the years ended December 31, 2024 and 2023:

The changes in revenues are summarized in the following table:

(in thousands) 2024 2023 Change
Lease income
Base rent $ 986,916 897,451 89,465
Recoveries from tenants 345,145 311,775 33,370
Percentage rent 13,777 12,963 814
Uncollectible lease income (3,324 ) (549 ) (2,775 )
Other lease income 23,722 20,685 3,037
Straight-line rent 20,300 10,788 9,512
Above/below market rent amortization, net 24,843 30,826 (5,983 )
Total lease income $ 1,411,379 1,283,939 127,440
Other property income 14,651 11,573 3,078
Management, transaction, and other fees 27,874 26,954 920
Total revenues $ 1,453,904 1,322,466 131,438

Lease income increased by $127.4 million primarily due to the following:

  • $89.5 million increase in Base rent, mainly driven by the following:

  • $63.0 million increase resulting from the acquisition of UBP;

  • $22.5 million increase resulting from same properties, including:

  • $15.1 million increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases; and

  • $7.4 million increase due to redevelopment projects that commenced operations in 2024.

  • $6.5 million increase from acquisitions of other operating properties in 2024 and 2023;

  • $1.9 million increase from rent commencements at completed development properties; partially offset by

  • $4.4 million decrease due to dispositions of operating properties.

  • $33.4 million increase in 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:

  • $23.5 million increase from the acquisition of UBP;

  • $8.6 million increase from same properties primarily due to higher operating costs in the current year coupled with higher expense recovery rates;

  • $2.3 million increase driven by the acquisition of other operating properties in 2023 and 2024 and rent commencements at development properties; partially offset by

  • $1.0 million decrease from dispositions of operating properties.

  • $2.8 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, which reduced our adjustment in the comparative period.

  • $3.0 million increase in Other lease income primarily due to:

  • $5.1 million increase driven by acquisition of UBP; partially offset by

  • $2.1 million decrease mainly due to lease termination fee income recognized in the comparative period.

  • $9.5 million increase in Straight-line rent mainly due to:

  • $4.3 million due to timing and degree of contractual rent steps and new lease commencements within same properties;

  • $3.4 million increase from the acquisition of UBP, and

  • $1.8 million increase from lease commencements at development properties and acquisitions of other operating properties.

  • $6.0 million decrease in Above and below market rent, net primarily due to:

  • $8.9 million decrease from same properties mainly driven by accelerated below market rent amortization from an early tenant move-out in 2023; partially offset by

  • $2.9 million increase from the acquisition of UBP and other operating properties.

Other property income increased by $3.1 million primarily due to business interruption insurance proceeds received in 2024.

There were no significant changes in Management, transaction, and other fees.

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

(in thousands) 2024 2023 Change
Depreciation and amortization $ 394,714 352,282 42,432
Property operating expense 248,637 229,209 19,428
Real estate taxes 184,415 165,560 18,855
General and administrative 101,465 97,806 3,659
Other operating expenses 10,867 9,459 1,408
Total operating expenses $ 940,098 854,316 85,782

Depreciation and amortization increased by $42.4 million, mainly due to the following:

  • $33.4 million increase from the acquisition of UBP;
  • $6.4 million increase from acquisitions of other operating properties and development properties becoming available for occupancy;
  • $3.2 million increase 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; partially offset by
  • $1.1 million decrease from dispositions of operating properties.

Property operating expense increased by $19.4 million, mainly due to the following:

  • $18.1 million increase from the acquisition of UBP; and
  • $1.3 million increase from same properties primarily attributable to higher recoverable common area maintenance and other tenant-related costs.

Real estate taxes increased by $18.9 million, mainly due to the following:

  • $14.9 million increase from acquisition of UBP; and
  • $3.5 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio.
  • $1.2 million increase from the acquisitions of other operating properties and development properties; offset by
  • $0.7 million decrease from dispositions of operating properties.

General and administrative costs increased by $3.7 million, mainly due to the following:

  • $6.9 million increase in compensation costs primarily driven by salary increases and performance-based incentive compensation;
  • $1.6 million increase primarily attributable to higher costs in technology related spending and professional fees;
  • $0.5 million increase due to changes in the value of participant obligations within the deferred compensation plan, which were attributable to increases in the market values of those investments recognized in Net investment income; partially offset by
  • $5.3 million change in overhead capitalization due to the number, timing and status of our development and redevelopment projects.

Other operating expenses increased by $1.4 million, mainly due to the acquisition of UBP.

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

(in thousands) 2024 2023 Change
Interest expense, net
Interest on notes payable $ 187,084 154,647 32,437
Interest on unsecured credit facilities 8,566 6,824 1,742
Capitalized interest (6,627 ) (5,695 ) (932 )
Hedge expense 728 438 290
Interest income (9,632 ) (1,965 ) (7,667 )
Interest expense, net 180,119 154,249 25,870
Provision for impairment of real estate 14,304 14,304
Gain on sale of real estate, net of tax (34,162 ) (661 ) (33,501 )
Loss (gain) on early extinguishment of debt 180 (99 ) 279
Net investment income (6,181 ) (5,665 ) (516 )
Total other expense, net $ 154,260 147,824 6,436

Interest expense, net increased by $25.9 million primarily due to the following:

  • $32.4 million increase in Interest on notes payable is primarily due to:
  • $21.8 million increase due to a higher weighted average outstanding balance, coupled with incrementally higher weighted average contractual interest rates, and
  • $10.6 million increase related to the loans assumed with the UBP acquisition;
  • $1.7 million increase in Interest on unsecured credit facilities is primarily due to a higher weighted average outstanding balance under our Line coupled with incrementally higher weighted average contractual interest rates; partially offset by
  • $7.7 million increase in interest income primarily due to maintaining higher levels of excess cash in short term investments.

Provision for impairment of real estate of $14.3 million was recognized in 2024 related to the sale of one operating property and the change in expected hold period of another operating property.

During 2024, we recognized gains on sale of $34.2 million mainly from the sale of five operating properties and recognition of two sales type leases. During 2023, we recognized gains on sale of we recognized gains on sale of $0.7 million from three land parcels.

There were no significant changes in Loss (gain) on early extinguishments of debt, Net investment income and Equity in income of investments in real estate partnerships.

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

(in thousands) 2024 2023 Change
Net income $ 409,840 370,867 38,973
Income attributable to noncontrolling interests (9,452 ) (6,310 ) (3,142 )
Net income attributable to the Company 400,388 364,557 35,831
Preferred stock dividends (13,650 ) (5,057 ) (8,593 )
Net income attributable to common shareholders $ 386,738 359,500 27,238
Net income attributable to exchangeable operating partnership units ("EOP") 2,338 2,008 330
Net income attributable to common unit holders $ 389,076 361,508 27,568

The $3.1 million increase in Income attributable to noncontrolling interests is mainly due to the acquisition of UBP.

The $8.6 million increase in Preferred stock dividends is related to the preferred stock issued in connection with the UBP acquisition. The current period includes a full year of dividends as compared to a partial year in 2023, as the UBP acquisition was completed on August 18, 2023.

Supplemental Earnings Information on Non-GAAP Measures

We use certain non-GAAP 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 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 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 measures could change. See "Non-GAAP Measures" in "Item 1. Business" for additional information regarding the definition of and other information regarding the non-GAAP measures we present in this Report.

We do not consider non-GAAP 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 measures is 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 measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.

Pro-rata Same Property NOI:

Pro-rata same property NOI, excluding termination fees/expenses, increased $27.8 million from the following major components:

(Pro-rata in thousands) 2024 2023 Change
Base rent $ 976,833 950,572 26,261
Recoveries from tenants 339,865 330,909 8,956
Percentage rent 14,515 14,484 31
Termination fees 4,879 7,870 (2,991 )
Uncollectible lease income (3,912 ) (242 ) (3,670 )
Other lease income 13,557 12,488 1,069
Other property income 10,749 9,245 1,504
Total real estate revenue 1,356,486 1,325,326 31,160
Operating and maintenance 226,489 224,837 1,652
Termination expense 5 5
Real estate taxes 175,975 171,737 4,238
Ground rent 14,169 13,710 459
Total real estate operating expenses 416,638 410,284 6,354
Pro-rata same property NOI $ 939,848 915,042 24,806
Less: Termination fees 4,874 7,870 (2,996 )
Pro-rata same property NOI, excluding termination fees $ 934,974 907,172 27,802
Pro-rata same property NOI growth, excluding termination fees 3.1 %

Total real estate revenue increased by $31.2 million, on a net basis, as follows:

  • Base rent increased by $26.3 million due to 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 $9.0 million due to increases in recoverable expenses, expense recovery rates and increased occupancy.

  • Termination fees decreased by $3.0 million due to higher termination fees recognized in 2023 due to early tenant move outs.

  • Uncollectible lease income adjustment decreased by $3.7 million primarily driven by favorable collections in 2023 of previously reserved amounts, reducing our adjustment in the comparable period.

  • Other lease income increased by $1.1 million primarily due to sustainability income and other fees.

  • Other property income increased by $1.5 million primarily due to business interruption insurance proceeds received in 2024.

Total real estate operating expenses increased by $6.4 million, on a net basis, as follows:

  • Operating and maintenance increased by $1.7 million primary due to increases in common area maintenance and other tenant-recoverable costs.
  • Real estate taxes increased by $4.2 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:

Our reconciliation of Net income attributable to common shareholders to Same Property NOI, on a Pro-rata basis, is as follows:

(in thousands) 2024 2023
Net income attributable to common shareholders $ 386,738 359,500
Less:
Management, transaction, and other fees 27,874 26,954
Other (1) 49,944 46,084
Plus:
Depreciation and amortization 394,714 352,282
General and administrative 101,465 97,806
Other operating expense 10,867 9,459
Other expense, net 154,260 147,824
Equity in income of investments in real estate excluded from NOI (2) 54,040 46,088
Net income attributable to noncontrolling interests 9,452 6,310
Preferred stock dividends and issuance costs 13,650 5,057
NOI 1,047,368 951,288
Less non-same property NOI (107,520 ) (36,246 )
Same property NOI $ 939,848 915,042
  • 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.

Same Property Roll-forward:

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

2024 2023
(GLA in thousands) Property<br>Count GLA Property<br>Count GLA
Beginning same property count 394 42,135 389 41,383
Acquired properties owned for entirety of comparable periods 4 441 5 771
Developments that reached completion by beginning of earliest comparable period presented 3 278
Disposed properties (4 ) (415 ) (1 ) (27 )
SF adjustments (1) 71 8
Change in intended property use 1
Ending same property count 397 42,510 394 42,135
  • 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:

(in thousands, except share information) 2024 2023
Reconciliation of Net income attributable to common shareholders to Nareit FFO
Net income attributable to common shareholders $ 386,738 359,500
Adjustments to reconcile to Nareit FFO:(1)
Depreciation and amortization (excluding FF&E) 422,581 378,400
Gain on sale of real estate, net of tax (35,069 ) (3,822 )
Provision for impairment of real estate 14,304
EOP units 2,338 2,008
Nareit FFO attributable to common stock and unit holders $ 790,892 736,086
Reconciliation of Nareit FFO to Core Operating Earnings
Nareit Funds From Operations $ 790,892 736,086
Adjustments to reconcile to Core Operating Earnings:(1)
Not Comparable Items
Merger transition costs 7,718 4,620
Loss (gain) on early extinguishment of debt 180 (99 )
Certain Non Cash Items
Straight-line rent (22,980 ) (11,060 )
Uncollectible straight-line rent 2,446 (1,174 )
Above/below market rent amortization, net (23,431 ) (29,869 )
Debt and derivative mark-to-market amortization 5,837 2,352
Core Operating Earnings $ 760,662 700,856
Reconciliation of Core Operating Earnings to AFFO:
Core Operating Earnings $ 760,662 700,856
Adjustments to reconcile to AFFO:(1)
Operating capital expenditures (138,229 ) (112,694 )
Debt cost and derivative adjustments 8,391 6,739
Stock-based compensation 18,549 17,277
AFFO $ 649,373 612,178
  • Includes Regency's consolidated entities and its Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share 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 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 co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. 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 for the next 12 months and beyond by using a combination of the following: cash flow 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 January 8, 2024, we priced a public offering of $400 million of senior unsecured notes due in 2034 (the "January 2024 Notes") under our existing shelf registration statement filed with the SEC. The January 2024 Notes were issued at 99.617% of par value with a coupon of 5.25%, and will mature on January 15, 2034. Additionally, on August 12, 2024, we priced a public offering of $325 million of senior unsecured notes due in 2035 (the "August 2024 Notes") under our existing shelf registration statement filed with the SEC. The August 2024 Notes were issued at 99.813% of par value with a coupon of 5.10%, and will mature on January 15, 2035.

We redeemed $250 million of senior unsecured notes that matured in June 2024, and our next maturity of senior unsecured notes occurs in November 2025. We have $101.6 million of secured loan maturities during the next 12 months, including Regency's pro-rata share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay-off as they mature. 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 $56.3 million of unrestricted cash, we have the following additional sources of capital available:

(in thousands) December 31, 2024
ATM program (see note 12 to our Consolidated Financial Statements)
Original offering amount $ 500,000
Available capacity (1) $ 400,000
Line of Credit (see note 9 to our Consolidated Financial Statements)
Total commitment amount $ 1,500,000
Available capacity (2) $ 1,424,940
Maturity(3) March 23, 2028
  • During November and December 2024, we entered into forward sale agreements with respect to 1,339,377 shares that were purchased in several tranches at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses. These shares are pledged under forward sale agreements and must be settled within one year of their trade dates, which vary by agreement and are expected to result in net proceeds of approximately $100 million. After giving effect to this forward equity offering as of December 31, 2024, $400 million of common stock remains available for issuance under the ATM program authorized by the Company's Board of Directors, which is subject to change in the discretion of the Board.
  • Net of letters of credit issued against our Line.
  • The Company has the option under its Line to extend the maturity for two additional six-month periods, subject to the terms of the Line.

The declaration of dividends is determined quarterly by our Board of Directors. On February 4, 2025, our Board of Directors:

  • Declared a common stock dividend of $0.705 per share, payable on April 2, 2025, to shareholders of record as of March 12, 2025;
  • Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on April 30, 2025. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on April 15, 2025; and
  • Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on April 30, 2025. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on April 15, 2025.

While future dividends 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, 2024 and 2023, we generated cash flows from operating activities of $790.2 million and $719.6 million, respectively, and paid $507.0 million and $458.8 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 our common and preferred stock dividend payments in January 2025, we estimate that we will require capital during the next 12 months of approximately $544.9 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 are being impacted by inflation resulting in increased costs of construction materials, labor, and services from third party contractors and suppliers. In response, we have implemented mitigation strategies such as 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 prior to maturity, 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, 2024, 88.6% of our wholly-owned 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 financial covenants customary for debt of this type, which are described in Note 9 of the Consolidated Financial Statements. We were in compliance with these covenants at December 31, 2024, 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) 2024 2023 Change
Net cash provided by operating activities $ 790,198 719,591 70,607
Net cash used in investing activities (326,644 ) (341,978 ) 15,334
Net cash used in financing activities (493,024 ) (355,035 ) (137,989 )
Net change in cash and cash equivalents and restricted cash (29,470 ) 22,578 (52,048 )
Total cash, cash equivalents, and restricted cash $ 61,884 91,354 (29,470 )

Net cash provided by operating activities:

Net cash provided by operating activities changed by $70.6 million due to:

  • $68.0 million increase in cash from operations due to the acquisition of UBP, and timing of receipts and payments
  • $2.6 million increase in operating cash flow distributions from Investments in real estate partnerships.

Net cash used in investing activities:

Net cash used in investing activities changed by $15.3 million as follows:

(in thousands) 2023 Change
Cash flows from investing activities:
Acquisition of operating real estate (45,405 ) (45,386 ) (19 )
Acquisition of UBP, net of cash acquired of 14,143 (82,389 ) 82,389
Real estate development and capital improvements (343,368 ) (232,855 ) (110,513 )
Proceeds from sale of real estate 108,615 11,167 97,448
Proceeds from property insurance casualty claims 5,286 5,286
Issuance of notes receivable (32,651 ) (4,000 ) (28,651 )
Collection of notes receivable 3,115 4,000 (885 )
Investments in real estate partnerships (41,345 ) (13,119 ) (28,226 )
Return of capital from investments in real estate partnerships 13,034 11,308 1,726
Dividends on investment securities 453 1,283 (830 )
Acquisition of investment securities (101,044 ) (7,990 ) (93,054 )
Proceeds from sale of investment securities 106,666 16,003 90,663
Net cash used in investing activities (326,644 ) (341,978 ) 15,334

All values are in US Dollars.

Significant changes in investing activities include:

  • We paid $45.4 million in 2024 to purchase one operating property. In 2023, we paid $45.4 million to purchase two operating properties.

  • During 2023, we invested $82.4 million, net of $14.1 million in cash acquired, for the acquisition of UBP, including $39.3 million for UBP debt repaid at closing, and $57.2 million in direct transaction and other costs.

  • During 2024, we invested $110.5 million more on real estate development, redevelopment, and capital improvements, as further detailed in a table below.

  • We sold six operating properties in 2024 for proceeds of $108.6 million compared to five land parcels and one development project interest in 2023 for proceeds of $11.2 million.

  • We received additional 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 mortgage and the related grocery-anchored shopping center. In addition, we issued $2.9 million short-term notes receivable to real estate partners in 2024, as compared to the issuance of a $4.0 million in 2023.

  • We collected $3.1 million in notes receivable during 2024, and collected $4.0 million during 2023.

  • Investments in real estate partnerships:

  • 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,

  • In 2023, we invested $13.1 million, including $2.8 million to fund our share of acquiring one operating property within an existing real estate partnership, and $10.3 million to fund our share of development and redevelopment activities.

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

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

  • During 2023, we received $11.3 million, including $3.6 million from our share of proceeds from debt financing activities and $7.7 million from our share of proceeds from real estate sales.

  • Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan. Additionally, we invested approximately $90 million in commercial deposits with proceeds received from the sale of the January 2024 Notes. The 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 2024, we deployed capital of $343.4 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:

(in thousands) 2024 2023 Change
Capital expenditures:
Land acquisitions $ 16,885 2,580 14,305
Building and tenant improvements 113,550 92,609 20,941
Redevelopment costs 129,553 88,426 41,127
Development costs 61,902 34,981 26,921
Capitalized interest 6,487 5,505 982
Capitalized direct compensation 14,991 8,754 6,237
Real estate development and capital improvements $ 343,368 232,855 110,513
  • In 2024, we acquired three land parcels for development and two income-producing outparcels, compared to one land parcel for development in 2023.
  • Building and tenant improvements increased $20.9 million in 2024, primarily related to the timing and volume of capital projects.
  • Redevelopment costs are $41.1 million higher than prior year. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related 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 2024 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 expended. 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 staff of employees who directly manage and support our development and redevelopment program. 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, 2024
Property Name Market Ownership (3) Start Date Estimated Stabilization Year (1) Estimated / Actual Net<br>Development<br>Costs (2) (3) GLA (3) Cost PSF<br>of GLA (2) (3) % of Costs<br>Incurred
Developments In-Process
Baybrook East - Phase 1B Houston, TX 50% Q2-2022 2026 9,792 77 127 88 %
Sienna Grande - Phase 1 Houston, TX 75% Q2-2023 2027 9,409 23 409 79 %
The Shops at SunVet Long Island, NY 100% Q2-2023 2027 92,863 172 540 56 %
The Shops at Stone Bridge Cheshire, CT 100% Q1-2024 2027 68,277 155 440 37 %
Jordan Ranch Market Houston, TX 50% Q3-2024 2027 23,006 81 284 28 %
Oakley Shops at Laurel Fields Bay Area, CA 100% Q3-2024 2027 34,982 78 448 20 %
Total Developments In-Process $ 238,329 586 $ 407 45 %
Developments Completed
Glenwood Green Metro NYC 70% Q1-2022 2025 45,880 249 184
Total Developments Completed $ 45,880 249 $ 184
  • 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.
  • Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion.

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

(in thousands) December 31, 2024
Property Name Market Ownership (3) Start Date Estimated Stabilization Year (1) Estimated Net Project Costs (2) (3) % of Costs Incurred
Redevelopments In-Process
Bloom on Third Los Angeles, CA 35% Q4-2022 2027 $ 24,525 49 %
Serramonte Center - Phase 3 San Francisco, CA 100% Q2-2023 2025 36,989 24 %
Circle Marina Center Los Angeles, CA 100% Q3-2023 2025 14,986 79 %
Avenida Biscayne Miami, FL 100% Q4-2023 2026 22,743 43 %
Cambridge Square Atlanta, GA 100% Q4-2023 2026 15,002 42 %
Anastasia Plaza St. Augustine, FL 100% Q3-2024 2026 15,607 6 %
East Meadow Plaza - Phase 1 Long Island, NY 100% Q3-2024 2026 11,736 39 %
West Chester Plaza Cincinnati, OH 100% Q4-2024 2028 15,442 34 %
Willows Shopping Center Bay Area, CA 100% Q4-2024 2027 16,807 6 %
Various Redevelopments Various 20% - 100% Various Various 85,120 32 %
Total Redevelopments In-Process $ 258,957 34 %
Redevelopments Completed
The Abbot Boston, MA 100% Q2-2019 2026 59,854 95 %
Westbard Square Phase I Bethesda, MD 100% Q2-2021 2025 38,826 92 %
Buckhead Landing Atlanta, GA 100% Q2-2022 2025 30,634 93 %
Mandarin Landing Jacksonville, FL 100% Q2-2023 2025 16,422 93 %
Various Properties Various 20% - 100% Various Various 45,009 96 %
Total Redevelopments Completed $ 190,745
  • 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.
  • Estimated Net Development Costs are reported based on Regency’s ownership interest in the real estate partnership at completion.

Net cash used in financing activities:

Net cash flows from financing activities increased by $138.0 million during 2024, as follows:

(in thousands) 2024 2023 Change
Cash flows from financing activities:
Net proceeds from common stock issuances $ (33 ) 33
Repurchase of common shares in conjunction with equity award plans (19,540 ) (7,662 ) (11,878 )
Common shares repurchased through share repurchase program (200,066 ) (20,006 ) (180,060 )
Contributions from noncontrolling interests 6,789 10,238 (3,449 )
Distributions to and redemptions of noncontrolling interests (12,185 ) (7,813 ) (4,372 )
Dividend payments and operating partnership distributions (506,967 ) (458,846 ) (48,121 )
(Repayments of) proceeds from unsecured credit facilities, net (87,000 ) 152,000 (239,000 )
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 722,860 722,860
Proceeds from notes payable 12,000 59,500 (47,500 )
Debt repayment (392,470 ) (72,827 ) (319,643 )
Payment of financing costs (16,655 ) (526 ) (16,129 )
Proceeds from sale of treasury stock 210 103 107
Redemption of EOP units (9,163 ) 9,163
Net cash used in financing activities $ (493,024 ) (355,035 ) (137,989 )

Significant changes in financing activities include the following:

  • We repurchased a portion of the common stock granted to employees for stock-based compensation to satisfy employee tax withholding requirements, which totaled $19.5 million and $7.7 million during the years ended December 31, 2024 and 2023, respectively. The 2024 period includes $10.7 million of these repurchases to satisfy employee tax withholding obligations related to the UBP acquisition.
  • During 2024, we paid $200.1 million to repurchase 3,306,709 shares of our common stock under our Repurchase Program, as compared to $20.0 million to repurchase 349,519 shares of our common stock during 2023.
  • During 2024, we received $6.8 million in contributions for the limited partners' share of development funding. During 2023, we received $10.2 million of contributions from limited partners for their share of debt repayments and development funding.
  • During 2024, we distributed $12.2 million to limited partners, including proceeds to partially redeem a noncontrolling interest in one real estate partnership. During 2023, we distributed $7.8 million in operating distributions.
  • We paid $48.1 million more in dividends as a result of an increase in our dividend rate per share and the number of shares of our common stock outstanding, as well as preferred dividends which commenced in late 2023 as a result of the UBP acquisition.
  • We had the following debt related activity during 2024:
  • We repaid $87.0 million in net proceeds from our Line,
  • We received $722.9 million in proceeds from issuing unsecured public debt
  • We received $12.0 million in proceeds from issuance of a mortgage loan
  • We paid $392.5 million for debt repayments, including:
  • $250.0 million in unsecured public debt repayments,
  • $131.3 million for repaying seven 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 offerings.
  • We had the following debt related activity during 2023:
  • We received $59.5 million in proceeds from issuance of a mortgage refinancing,
  • We paid $72.8 million for debt repayments, including:
  • $11.2 million in principal mortgage payments, and
  • $61.6 million for a combination of repaying or refinancing six mortgage loans at maturity.
  • We paid $9.2 million in 2023 for the redemption of exchangable operating partnership units.

Contractual Obligations and Other Commitments

We have material obligations at December 31, 2024, which are discussed in our notes to Consolidated Financial Statements and include:

  • Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 9, and related interest rate swaps as discussed in note 10;
  • 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 $10.9 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 14; and
  • We will also incur obligations related to construction or development contracts on projects in process; 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.

Environmental Matters

We are subject to numerous environmental laws and regulations, which primarily pertain to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the relatively few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain third-party liabilities and, in certain circumstances, remediation costs on shopping centers for currently unknown contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

The Company had accrued liabilities of $17.3 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets as of December 31, 2024. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, cash flows, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our 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 us; 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; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

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 9 to the Consolidated Financial Statements, we have a variable interest rate that, as of December 31, 2024, 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 0.715%. SOFR rates charged on our Line change monthly, and the applicable margin on the Line was 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, 2024 the interest rate plus applicable margin based on our credit rating ranged from Adjusted SOFR plus 0.640% to Adjusted SOFR plus 1.390%.
  • 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 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 the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or to fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and higher interest rates will adversely impact the interest rates on any new debt that we may issue.

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, 2024. 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, 2024, 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 $0.7 million per year based on $74.6 million of floating rate mortgage debt and floating rate line of credit balances outstanding at December 31, 2024.

Further, the table below incorporates only those exposures that exist as of December 31, 2024, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm 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, 2024:

(dollars in thousands) 2025 2026 2027 2028 2029 Thereafter Total Fair Value
Fixed rate debt (1) $ 308,465 357,768 754,572 341,882 481,406 2,123,633 4,367,726 4,131,301
Average interest rate for all fixed rate debt (2) 4.09 % 4.11 % 4.13 % 4.25 % 4.23 % 4.47 %
Variable rate SOFR debt (1) $ 3,870 120 120 70,525 74,635 74,795
Average interest rate for all variable rate debt (2) 5.55 % 5.49 % 5.48 % 5.48 % % %
  • Reflects amount of debt maturities during each of the years presented as of December 31, 2024.
  • 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, 2024, 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) 61
Regency Centers Corporation:
Consolidated Balance Sheets as of December 31, 2024 and 2023 67
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 68
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022 69
Consolidated Statements of Equity for the years ended December 31, 2024, 2023, and 2022 70
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022 73
Regency Centers, L.P.:
Consolidated Balance Sheets as of December 31, 2024 and 2023 75
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022 76
Consolidated Statements of Comprehensive Income for the years ended December 31, 2024, 2023, and 2022 77
Consolidated Statements of Capital for the years ended December 31, 2024, 2023, and 2022 78
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022 80
Notes to Consolidated Financial Statements 82
Financial Statement Schedule
Schedule III - Consolidated Real Estate and Accumulated Depreciation - December 31, 2024 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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024, 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 14, 2025 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 $10.7 billion as of December 31, 2024. 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 14, 2025

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, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, 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 14, 2025 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 14, 2025

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, 2024 and 2023, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, 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, 2024, 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 14, 2025 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 $10.7 billion as of December 31, 2024. 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 14, 2025

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, 2024, 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, 2024, 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, 2024 and 2023, 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, 2024, 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 14, 2025 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 14, 2025

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

December 31, 2024 and 2023

(in thousands, except share data)

2023
Assets
Net real estate investments:
Real estate assets, at cost 13,698,419 13,454,391
Less: accumulated depreciation 2,960,399 2,691,386
Real estate assets, net 10,738,020 10,763,005
Investments in sales-type leases, net 16,291 8,705
Investments in real estate partnerships 399,044 370,605
Net real estate investments 11,153,355 11,142,315
Properties held for sale, net 18,878
Cash, cash equivalents, and restricted cash, including 5,601 and 6,383 of restricted cash at December 31, 2024 and 2023, respectively 61,884 91,354
Tenant and other receivables, net 255,495 206,162
Deferred leasing costs, less accumulated amortization of 131,080 and 124,107 at December 31, 2024 and 2023, respectively 79,911 73,398
Acquired lease intangible assets, less accumulated amortization of 395,209 and 364,413 at December 31, 2024 and 2023, respectively 229,983 283,375
Right of use assets, net 322,287 328,002
Other assets 289,046 283,429
Total assets 12,391,961 12,426,913
Liabilities and Equity
Liabilities:
Notes payable, net 4,343,700 4,001,949
Unsecured credit facility 65,000 152,000
Accounts payable and other liabilities 392,302 358,612
Acquired lease intangible liabilities, less accumulated amortization of 222,052 and 211,067 at December 31, 2024 and 2023, respectively 364,608 398,302
Lease liabilities 244,861 246,063
Tenants' security, escrow deposits and prepaid rent 81,183 78,052
Total liabilities 5,491,654 5,234,978
Commitments and contingencies
Equity:
Shareholders' equity:
Preferred stock 0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at December 31, 2024 and 2023 225,000 225,000
Common stock 0.01 par value per share, 220,000,000 shares authorized; 181,361,454 and 184,581,070 shares issued and outstanding at December 31, 2024 and 2023, respectively 1,814 1,846
Treasury stock at cost, 479,251 and 448,140 shares held at December 31, 2024 and 2023, respectively (28,045 ) (25,488 )
Additional paid-in-capital 8,503,227 8,704,240
Accumulated other comprehensive gain (loss) 2,226 (1,308 )
Distributions in excess of net income (1,980,076 ) (1,871,603 )
Total shareholders' equity 6,724,146 7,032,687
Noncontrolling interests:
Exchangeable operating partnership units, aggregate redemption value of 81,076 and 74,199 at December 31, 2024 and 2023, respectively 40,744 42,195
Limited partners' interests in consolidated partnerships 135,417 117,053
Total noncontrolling interests 176,161 159,248
Total equity 6,900,307 7,191,935
Total liabilities and equity 12,391,961 12,426,913

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, 2024, 2023, and 2022

(in thousands, except per share data)

2024 2023 2022
Revenues:
Lease income $ 1,411,379 1,283,939 1,187,452
Other property income 14,651 11,573 10,719
Management, transaction, and other fees 27,874 26,954 25,851
Total revenues 1,453,904 1,322,466 1,224,022
Operating expenses:
Depreciation and amortization 394,714 352,282 319,697
Property operating expense 248,637 229,209 196,148
Real estate taxes 184,415 165,560 149,795
General and administrative 101,465 97,806 79,903
Other operating expenses 10,867 9,459 6,166
Total operating expenses 940,098 854,316 751,709
Other expense, net:
Interest expense, net 180,119 154,249 146,186
Provision for impairment of real estate 14,304
Gain on sale of real estate, net of tax (34,162 ) (661 ) (109,005 )
Loss (gain) on early extinguishment of debt 180 (99 )
Net investment (income) loss (6,181 ) (5,665 ) 6,921
Total other expense, net 154,260 147,824 44,102
Income before equity in income of investments in real estate partnerships 359,546 320,326 428,211
Equity in income of investments in real estate partnerships 50,294 50,541 59,824
Net income 409,840 370,867 488,035
Noncontrolling interests:
Exchangeable operating partnership units ("EOP") (2,338 ) (2,008 ) (2,105 )
Limited partners' interests in consolidated partnerships (7,114 ) (4,302 ) (3,065 )
Net income attributable to noncontrolling interests (9,452 ) (6,310 ) (5,170 )
Net income attributable to the Company 400,388 364,557 482,865
Preferred stock dividends (13,650 ) (5,057 )
Net income attributable to common shareholders $ 386,738 359,500 482,865
Net income attributable to common shareholders:
Per common share - basic $ 2.12 2.04 2.82
Per common share - diluted $ 2.11 2.04 2.81

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, 2024, 2023, and 2022

(in thousands)

2024 2023 2022
Net income $ 409,840 370,867 488,035
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments 12,523 (2,448 ) 20,061
Reclassification adjustment of derivative instruments included in net income (8,895 ) (7,536 ) 833
Unrealized (loss) gain on available-for-sale debt securities (32 ) 337 (1,309 )
Other comprehensive income (loss) 3,596 (9,647 ) 19,585
Comprehensive income 413,436 361,220 507,620
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests 9,452 6,310 5,170
Other comprehensive income (loss) attributable to noncontrolling interests 62 (779 ) 1,798
Comprehensive income attributable to noncontrolling interests 9,514 5,531 6,968
Comprehensive income attributable to the Company $ 403,922 355,689 500,652

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, 2024, 2023, and 2022

(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, 2021 1,712 (22,758 ) 7,883,458 (10,227 ) (1,814,814 ) 6,037,371 35,447 37,114 72,561 6,109,932
Net income 482,865 482,865 2,105 3,065 5,170 488,035
Other comprehensive income
Other comprehensive income before reclassification 17,008 17,008 80 1,664 1,744 18,752
Amounts reclassified from accumulated other comprehensive income 779 779 5 49 54 833
Deferred compensation plan, net (1,703 ) 1,702 (1 ) (1 )
Restricted stock issued, net of amortization 2 16,665 16,667 16,667
Common stock repurchased for taxes withheld for stock-based compensation, net (5,858 ) (5,858 ) (5,858 )
Common stock repurchased and retired (13 ) (75,406 ) (75,419 ) (75,419 )
Common stock issued under dividend reinvestment plan 524 524 524
Common stock issued for partnership units exchanged 1,275 1,275 (1,275 ) (1,275 )
Common stock issued, net of issuance costs 10 61,274 61,284 61,284
Reallocation of noncontrolling interests, net of transaction costs (6,482 ) (6,482 ) 6,266 6,266 (216 )
Contributions from partners 13,223 13,223 13,223
Distributions to partners (14,816 ) (14,816 ) (14,816 )
Dividends declared:
Common stock/unit (2.525 per share/unit) (433,028 ) (433,028 ) (1,873 ) (1,873 ) (434,901 )
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

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>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 in the Operating Partnership 13,518 13,518 (13,518 ) (13,518 )
Deferred compensation plan, net (1,027 ) 1,027
Restricted stock issued, net of amortization 2 20,439 20,441 20,441
Common stock repurchased for taxes withheld for stock-based compensation, net (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 partnership 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 (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>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
Restricted stock issued, net of amortization 1 24,916 24,917 24,917
Common stock repurchased for taxes withheld for stock-based compensation, net (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 partnership 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 (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.

See accompanying notes to consolidated financial statements.

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the years ended December 31, 2024, 2023, and 2022

(in thousands)

2023 2022
Cash flows from operating activities:
Net income 409,840 370,867 488,035
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 394,714 352,282 319,697
Amortization of deferred financing costs and debt premiums 13,096 8,252 5,799
Amortization of above and below market lease intangibles, net (22,701 ) (29,130 ) (20,995 )
Stock-based compensation, net of capitalization 23,504 20,075 16,521
Equity in income of investments in real estate partnerships (50,294 ) (50,541 ) (59,824 )
Gain on sale of real estate, net of tax (34,162 ) (661 ) (109,005 )
Provision for impairment of real estate 14,304
Loss (gain) on early extinguishment of debt 180 (99 )
Distribution of earnings from investments in real estate partnerships 69,156 66,531 61,416
Deferred compensation expense (income) 5,256 4,782 (6,128 )
Realized and unrealized (gain) loss on investments (5,930 ) (5,571 ) 7,040
Changes in assets and liabilities:
Tenant and other receivables (24,219 ) (13,904 ) (35,274 )
Deferred leasing costs (11,703 ) (11,156 ) (10,801 )
Other assets 1,818 3,028 1,292
Accounts payable and other liabilities 4,253 5,152 (9,088 )
Tenants' security, escrow deposits and prepaid rent 3,086 (316 ) 7,130
Net cash provided by operating activities 790,198 719,591 655,815
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of 3,061 in 2022 (45,405 ) (45,386 ) (169,639 )
Acquisition of UBP, net of cash acquired of 14,143 (82,389 )
Real estate development and capital improvements (343,368 ) (232,855 ) (195,418 )
Proceeds from sale of real estate 108,615 11,167 143,133
Proceeds from property insurance casualty claims 5,286
Issuance of notes receivable (32,651 ) (4,000 )
Collection of notes receivable 3,115 4,000 1,823
Investments in real estate partnerships (41,345 ) (13,119 ) (36,266 )
Return of capital from investments in real estate partnerships 13,034 11,308 48,473
Dividends on investment securities 453 1,283 1,113
Acquisition of investment securities (101,044 ) (7,990 ) (21,112 )
Proceeds from sale of investment securities 106,666 16,003 21,785
Net cash used in investing activities (326,644 ) (341,978 ) (206,108 )

All values are in US Dollars.

2024 2023 2022
Cash flows from financing activities:
Net proceeds from common stock issuance $ (33 ) 61,284
Repurchase of common shares in conjunction with equity award plans (19,540 ) (7,662 ) (6,447 )
Common shares repurchased through share repurchase program (200,066 ) (20,006 ) (75,419 )
Proceeds from sale of treasury stock 210 103 64
Contributions from noncontrolling interests 6,789 10,238
Distributions to and redemptions of noncontrolling interests (12,185 ) (7,813 ) (7,245 )
Distributions to exchangeable operating partnership unit holders (2,952 ) (2,368 ) (1,867 )
Redemption of EOP units (9,163 )
Dividends paid to common shareholders (490,365 ) (453,065 ) (428,276 )
Dividends paid to preferred shareholders (13,650 ) (3,413 )
Repayment of fixed rate unsecured notes (250,000 )
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 722,860
Proceeds from unsecured credit facilities 722,419 557,000 95,000
Repayment of unsecured credit facilities (809,419 ) (405,000 ) (95,000 )
Proceeds from notes payable 12,000 59,500
Repayment of notes payable (131,261 ) (61,592 ) (6,745 )
Scheduled principal payments (11,209 ) (11,235 ) (11,219 )
Payment of financing costs (16,655 ) (526 ) (88 )
Net cash used in financing activities (493,024 ) (355,035 ) (475,958 )
Net change in cash and cash equivalents and restricted cash (29,470 ) 22,578 (26,251 )
Cash and cash equivalents and restricted cash at beginning of the year 91,354 68,776 95,027
Cash and cash equivalents and restricted cash at end of the year $ 61,884 $ 91,354 68,776
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $6,627, $5,695, and $4,166 in 2024, 2023, and 2022, respectively) $ 161,356 147,176 141,359
Cash paid for income taxes, net of refunds $ 7,724 933 570
Supplemental disclosure of non-cash transactions:
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid $ 133,114 126,683 111,709
Previously held equity investments in real estate assets acquired $ 17,179
Mortgage loans assumed by Company with the acquisition of real estate $ 98 22,779
Right of use assets obtained in exchange for new operating lease liabilities $ 1,271 36,577
Sale of leased asset in exchange for net investment in sales-type lease $ 2,846 8,510
UBP Acquisition:
Notes payable assumed in acquisition, at fair value $ 284,706
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
EOP units issued for acquisition of real estate $ 31,253
Real estate received in lieu of rental revenue $ 1,853
Change in accrued capital expenditures $ 14,036 8,877 4,888
Stock-based compensation capitalized $ 1,941 954 735
Contributions to investments in real estate partnerships $ 18,459 920
Contributions from limited partners in consolidated partnerships $ 7,890 5,436
Change in fair value of securities $ 32 338 1,658

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

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

December 31, 2024 and 2023

(in thousands, except unit data)

2023
Assets
Net real estate investments:
Real estate assets, at cost 13,698,419 13,454,391
Less: accumulated depreciation 2,960,399 2,691,386
Real estate assets, net 10,738,020 10,763,005
Investments in sales-type leases, net 16,291 8,705
Investments in real estate partnerships 399,044 370,605
Net real estate investments 11,153,355 11,142,315
Properties held for sale, net 18,878
Cash, cash equivalents, and restricted cash, including 5,601 and 6,383 of restricted cash at December 31, 2024 and 2023, respectively 61,884 91,354
Tenant and other receivables, net 255,495 206,162
Deferred leasing costs, less accumulated amortization of 131,080 and 124,107 at December 31, 2024 and 2023, respectively 79,911 73,398
Acquired lease intangible assets, less accumulated amortization of 395,209 and 364,413 at December 31, 2024 and 2023, respectively 229,983 283,375
Right of use assets, net 322,287 328,002
Other assets 289,046 283,429
Total assets 12,391,961 12,426,913
Liabilities and Capital
Liabilities:
Notes payable, net 4,343,700 4,001,949
Unsecured credit facility 65,000 152,000
Accounts payable and other liabilities 392,302 358,612
Acquired lease intangible liabilities, less accumulated amortization of 222,052 and 211,067 at December 31, 2024 and 2023, respectively 364,608 398,302
Lease liabilities 244,861 246,063
Tenants' security, escrow deposits and prepaid rent 81,183 78,052
Total liabilities 5,491,654 5,234,978
Commitments and contingencies
Capital:
Partners' capital:
Preferred units 0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued and outstadning, in the aggregate, in Series A and Series B at December 31, 2024 and 2023 225,000 225,000
General partner's common units, 181,361,454 and 184,581,070 units issued and outstanding at December 31, 2024 and 2023, respectively 6,496,920 6,808,995
Limited partners' common units, 1,096,659 and 1,107,454 units issued and outstanding at December 31, 2024 and 2023, respectively 40,744 42,195
Accumulated other comprehensive gain (loss) 2,226 (1,308 )
Total partners' capital 6,764,890 7,074,882
Noncontrolling interest: Limited partners' interests in consolidated partnerships 135,417 117,053
Total capital 6,900,307 7,191,935
Total liabilities and capital 12,391,961 12,426,913

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, 2024, 2023, and 2022

(in thousands, except per unit data)

2024 2023 2022
Revenues:
Lease income $ 1,411,379 1,283,939 1,187,452
Other property income 14,651 11,573 10,719
Management, transaction, and other fees 27,874 26,954 25,851
Total revenues 1,453,904 1,322,466 1,224,022
Operating expenses:
Depreciation and amortization 394,714 352,282 319,697
Property operating expense 248,637 229,209 196,148
Real estate taxes 184,415 165,560 149,795
General and administrative 101,465 97,806 79,903
Other operating expenses 10,867 9,459 6,166
Total operating expenses 940,098 854,316 751,709
Other expense, net:
Interest expense, net 180,119 154,249 146,186
Provision for impairment of real estate 14,304
Gain on sale of real estate, net of tax (34,162 ) (661 ) (109,005 )
Loss (gain) on early extinguishment of debt 180 (99 )
Net investment (income) loss (6,181 ) (5,665 ) 6,921
Total other expense, net 154,260 147,824 44,102
Income before equity in income of investments in real estate partnerships 359,546 320,326 428,211
Equity in income of investments in real estate partnerships 50,294 50,541 59,824
Net income 409,840 370,867 488,035
Limited partners' interests in consolidated partnerships (7,114 ) (4,302 ) (3,065 )
Net income attributable to the Partnership 402,726 366,565 484,970
Preferred unit distributions (13,650 ) (5,057 )
Net income attributable to common unit holders $ 389,076 361,508 484,970
Net income attributable to common unit holders:
Per common unit - basic $ 2.12 2.04 2.82
Per common unit - diluted $ 2.11 2.04 2.81

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, 2024, 2023, and 2022

(in thousands)

2024 2023 2022
Net income $ 409,840 370,867 488,035
Other comprehensive income (loss):
Effective portion of change in fair value of derivative instruments:
Effective portion of change in fair value of derivative instruments 12,523 (2,448 ) 20,061
Reclassification adjustment of derivative instruments included in net income (8,895 ) (7,536 ) 833
Unrealized (loss) gain on available-for-sale debt securities (32 ) 337 (1,309 )
Other comprehensive income (loss) 3,596 (9,647 ) 19,585
Comprehensive income 413,436 361,220 507,620
Less: comprehensive income attributable to noncontrolling interests:
Net income attributable to noncontrolling interests 7,114 4,302 3,065
Other comprehensive income (loss) attributable to noncontrolling interests 42 (731 ) 1,713
Comprehensive income attributable to noncontrolling interests 7,156 3,571 4,778
Comprehensive income attributable to the Partnership $ 406,280 357,649 502,842

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, 2024, 2023, and 2022

(in thousands)

General Partner<br>Preferred and<br>Common Units Limited<br>Partners Accumulated<br>Other<br>Comprehensive<br>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, 2021 $ 6,047,598 35,447 (10,227 ) 6,072,818 37,114 6,109,932
Net income 482,865 2,105 484,970 3,065 488,035
Other comprehensive income
Other comprehensive income before reclassification 80 17,008 17,088 1,664 18,752
Amounts reclassified from accumulated other comprehensive income 5 779 784 49 833
Deferred compensation plan, net (1 ) (1 ) (1 )
Contributions from partners 13,223 13,223
Distributions to partners (433,028 ) (1,873 ) (434,901 ) (14,816 ) (449,717 )
Reallocation of limited partners' interest, net of transaction costs (6,482 ) (6,482 ) 6,266 (216 )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization 16,667 16,667 16,667
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company (75,419 ) (75,419 ) (75,419 )
Common units issued as a result of common stock issued by Parent Company, net of issuance costs 61,284 61,284 61,284
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances (5,334 ) (5,334 ) (5,334 )
EOP units exchanged for common stock of Parent Company 1,275 (1,275 )
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
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
Repurchase of EOP units (9,163 ) (9,163 ) (9,163 )
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
General Partner<br>Preferred and<br>Common Units Limited<br>Partners Accumulated<br>Other<br>Comprehensive<br>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, 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
Issuance of EOP units
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

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, 2024, 2023, and 2022

(in thousands)

2023 2022
Cash flows from operating activities:
Net income 409,840 370,867 488,035
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 394,714 352,282 319,697
Amortization of deferred financing costs and debt premiums 13,096 8,252 5,799
Amortization of above and below market lease intangibles, net (22,701 ) (29,130 ) (20,995 )
Stock-based compensation, net of capitalization 23,504 20,075 16,521
Equity in income of investments in real estate partnerships (50,294 ) (50,541 ) (59,824 )
Gain on sale of real estate, net of tax (34,162 ) (661 ) (109,005 )
Provision for impairment of real estate 14,304
Loss (gain) on early extinguishment of debt 180 (99 )
Distribution of earnings from investments in real estate partnerships 69,156 66,531 61,416
Deferred compensation expense (income) 5,256 4,782 (6,128 )
Realized and unrealized (gain) loss on investments (5,930 ) (5,571 ) 7,040
Changes in assets and liabilities:
Tenant and other receivables (24,219 ) (13,904 ) (35,274 )
Deferred leasing costs (11,703 ) (11,156 ) (10,801 )
Other assets 1,818 3,028 1,292
Accounts payable and other liabilities 4,253 5,152 (9,088 )
Tenants' security, escrow deposits and prepaid rent 3,086 (316 ) 7,130
Net cash provided by operating activities 790,198 719,591 655,815
Cash flows from investing activities:
Acquisition of operating real estate, net of cash acquired of 3,061 in 2022 (45,405 ) (45,386 ) (169,639 )
Acquisition of UBP, net of cash acquired of 14,143 (82,389 )
Real estate development and capital improvements (343,368 ) (232,855 ) (195,418 )
Proceeds from sale of real estate 108,615 11,167 143,133
Proceeds from property insurance casualty claims 5,286
Issuance of notes receivable (32,651 ) (4,000 )
Collection of notes receivable 3,115 4,000 1,823
Investments in real estate partnerships (41,345 ) (13,119 ) (36,266 )
Return of capital from investments in real estate partnerships 13,034 11,308 48,473
Dividends on investment securities 453 1,283 1,113
Acquisition of investment securities (101,044 ) (7,990 ) (21,112 )
Proceeds from sale of investment securities 106,666 16,003 21,785
Net cash used in investing activities (326,644 ) (341,978 ) (206,108 )

All values are in US Dollars.

2024 2023 2022
Cash flows from financing activities:
Net proceeds from common stock issuance $ (33 ) 61,284
Repurchase of common units in conjunction with equity award plans (19,540 ) (7,662 ) (6,447 )
Common units repurchased through share repurchase program (200,066 ) (20,006 ) (75,419 )
Proceeds from sale of treasury stock 210 103 64
Contributions from noncontrolling interests 6,789 10,238
Distributions to and redemptions of noncontrolling interests (12,185 ) (7,813 ) (7,245 )
Distributions to partners (493,317 ) (455,433 ) (430,143 )
Dividends paid to preferred unit holders (13,650 ) (3,413 )
Redemption of EOP units (9,163 )
Repayment of fixed rate unsecured notes (250,000 )
Proceeds from issuance of fixed rate unsecured notes, net of debt discount 722,860
Proceeds from unsecured credit facilities 722,419 557,000 95,000
Repayment of unsecured credit facilities (809,419 ) (405,000 ) (95,000 )
Proceeds from notes payable 12,000 59,500
Repayment of notes payable (131,261 ) (61,592 ) (6,745 )
Scheduled principal payments (11,209 ) (11,235 ) (11,219 )
Payment of financing costs (16,655 ) (526 ) (88 )
Net cash used in financing activities (493,024 ) (355,035 ) (475,958 )
Net change in cash and cash equivalents and restricted cash (29,470 ) 22,578 (26,251 )
Cash and cash equivalents and restricted cash at beginning of the year 91,354 68,776 95,027
Cash and cash equivalents and restricted cash at end of the year $ 61,884 91,354 68,776
Supplemental disclosure of cash flow information:
Cash paid for interest (net of capitalized interest of $6,627, $5,695, and $4,166 in 2024, 2023, and 2022, respectively) $ 161,356 147,176 141,359
Cash paid for income taxes, net of refunds $ 7,724 933 570
Supplemental disclosure of non-cash transactions:
Common and Preferred units, and exchangeable operating partnership dividends declared but not paid $ 133,114 126,683 111,709
Previously held equity investments in real estate assets acquired $ 17,179
Mortgage loans assumed by Company with the acquisition of real estate $ 98 22,779
Right of use assets obtained in exchange for new operating lease liabilities $ 1,271 36,577
Sale of leased asset in exchange for net investment in sales-type lease $ 2,846 8,510
UBP Acquisition:
Notes payable assumed in acquisition, at fair value $ 284,706
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
EOP units issued for acquisition of real estate $ 31,253
Real estate received in lieu of rental revenue $ 1,853
Change in accrued capital expenditures $ 14,036 8,877 4,888
Stock-based compensation capitalized $ 1,941 954 735
Contributions to investments in real estate partnerships $ 18,459 920
Contributions from limited partners in consolidated partnerships $ 7,890 5,436
Change in fair value of securities $ 32 338 1,658

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, 2024

  • 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 co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.

As of December 31, 2024, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 379 properties and held partial interests in an additional 103 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, at 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 weaken. The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which may impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, the current Middle East conflicts and wars, and economic conflicts with China, as well as the slowing of its economy, could impact aspects of the U.S. economy and, therefore, consumer spending. The policies implemented by the U.S. government to address these and related issues, including changes by the Board of Governors of the Federal Reserve System of its benchmark federal funds rate, increases or decreases in federal government spending, and economic sanctions and tariffs, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current macroeconomic and geopolitical challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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, 2024, the Parent Company owned approximately 99.4% or 181,361,454 of the 182,458,113 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, 2024, Regency held partial ownership interests in 122 properties through real estate partnerships, of which 19 are consolidated. Regency's partners include institutional investors, real estate developers and/or operators, and passive investors (the "Partners" or "Limited Partners"). These partnerships have been established to own and operate real estate properties. The Company’s involvement with these entities is through its ownership of its equity interest in the partnerships and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do not have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less, and they do not have substantive participating rights. Regency has variable interests in these entities through its equity ownership, with Regency being the primary beneficiary in certain of these real estate partnerships. Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not have a controlling financial interest, but has significant influence, Regency recognizes its equity investments in them in accordance with the equity method of accounting.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company, except to the extent that the Company has provided payment guarantees. 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, or, where applicable, by the Company under such 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.

  • Certain partnerships 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. 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, 2024 December 31, 2023
Assets
Real estate assets, net $ 312,873 270,674
Cash, cash equivalents and restricted cash 16,687 8,201
Tenant and other receivables, net 5,833 3,883
Deferred costs, net 3,178 2,494
Acquired lease intangible assets, net 6,293 12,099
Right of use assets, net 18,148 44,377
Other assets 597 893
Total Assets $ 363,609 342,621
Liabilities
Notes payable $ 32,653 33,211
Accounts payable and other liabilities 16,149 29,919
Acquired lease intangible liabilities, net 10,627 21,456
Tenants' security, escrow deposits and prepaid rent 1,260 1,239
Lease liabilities 19,370 21,433
Total Liabilities $ 80,059 107,258

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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 Receivable

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, 2024

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, 2024, 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, 2024

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) 2024 2023
Tenant receivables $ 35,306 34,814
Straight-line rent receivables 157,507 138,590
Other receivables (1) 62,682 32,758
Total tenant and other receivables, net $ 255,495 206,162
  • Other receivables include notes receivables, construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction and other fee income.

As of December 31, 2024, the Company has an outstanding note receivable in the carrying amount of $29.8 million at an interest rate of 6.8% maturing in January 2027, secured by a grocery-anchored shopping center.

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.

Management Services and Other Property Income

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.

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. 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 partnership agreements provide for incentive payments, generally referred to as "promotes" or "earnouts," to Regency for appreciation in property values in Regency's capacity as managing member. 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

Transaction Services

The Company also receives transaction fees, as contractually agreed upon with 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.

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.

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

Year ended December 31,
(in thousands) Timing of<br>satisfaction of<br>performance<br>obligations 2024 2023 2022
Management, transaction, and other fees:
Property management services Over time $ 15,767 14,075 13,470
Asset management services Over time 6,548 6,542 6,752
Leasing services Point in time 3,738 3,908 3,945
Other transaction fees Point in time 1,821 2,429 1,684
Total management, transaction, and other fees $ 27,874 26,954 25,851

The accounts receivable for Total management, transactions, and other fees, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $19.7 million and $18.5 million, as of December 31, 2024 and 2023, respectively.

  • Real Estate Assets

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

(in thousands) December 31, 2024 December 31, 2023
Land $ 4,757,704 4,802,583
Land improvements 807,881 758,779
Buildings 6,456,719 6,371,894
Building and tenant improvements 1,461,003 1,302,954
Construction in progress 215,112 218,181
Total real estate assets $ 13,698,419 13,454,391

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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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.

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, 2024 and 2023, the Company had nonrefundable deposits and other pre-development costs of approximately $10.2 million and $7.7 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, 2024, 2023, and 2022, the Company expensed pre-development costs of approximately $0.9 million, $0.1 million, and $0.6 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, 2024, 2023, and 2022, the Company capitalized interest of $6.6 million, $5.7 million, and $4.2 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, 2024, 2023, and 2022, we capitalized $19.8 million, $13.3 million, and $10.8 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, 2024

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, 2024 and 2023, $5.6 million and $6.4 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, 2024

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) loss 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) loss 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, 2024

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. 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 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 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 taxes, but its taxable income or loss is reported by its partners, of which the Parent Company, as general partner and approximately 99.4% owner, is allocated its Pro-rata share of tax attributes.

The Company accounts for income taxes related to its TRSs under the asset and liability approach, which requires the recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company records deferred tax liabilities within Accounts payable and other liabilities in the Consolidated Balance Sheets. The Company records net deferred tax assets to the extent it believes it is more likely than not that these assets will be realized within Other assets in the Consolidated Balance Sheets. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. The Company considers all available positive and negative evidence, including forecasts of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination.

In addition, tax positions are initially recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. The Company believes that it has appropriate support for the income tax positions taken and to be taken on its tax returns and that its accruals for tax liabilities are adequate for all open tax years (2021 and forward for federal and state) based on an assessment of many factors including past experience and interpretations of tax laws applied to the facts of each matter.

  • 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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 the 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 12 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.

  • 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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 16 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, 2024, 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 23.4%, 20.5% and 12.3% 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, 2024

(n) Recent Accounting Pronouncements

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

Standard Description Date of adoption Effect on the financial statements or other significant matters
Recently adopted:
ASU 2023-09,<br><br>Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. January 1, 2025 Other than additional disclosure, the adoption of this ASU is not expected to have a material impact on the Company's consolidated financial statements.
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses 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. January 1, 2027 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 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ASU 2024-04 clarifies guidance on the accounting for inducements offered to holders of convertible debt instruments to encourage them to convert the debt into equity securities. Specifically, the ASU clarifies the recognition and measurement of inducement costs and their impact on the issuer’s financial statements. January 1, 2026 The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. The adoption is not expected to have a material effect on our financial position or results of operations, as the Company currently does not have any convertible debt instruments in our financing arrangements.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

  • Real Estate Investments

UBP Acquisition

General

With respect to the acquisition of UBP discussed in Note 1 - Acquisition of Urstadt Biddle Properties Inc, the following table provides the components that make up the total purchase price for the UBP acquisition:

(in thousands, except stock price) Purchase Price
Shares of common stock issued for acquisition 13,568
Closing stock price on August 17, 2023 $ 61.03
Value of common stock issued for acquisition $ 828,025
Other adjustments (9,495 )
Total value of common stock issued $ 818,530
Debt repaid 39,266
Preferred stock converted 225,000
Transaction costs 57,197
Other cash payments 68
Total purchase price $ 1,140,061

Purchase Price Allocation

The acquisition has been accounted for using the asset acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires, among other things, that the total cost or total consideration exchanged be allocated to the real estate properties and related lease intangibles on a relative fair value basis. All the other assets acquired, and liabilities assumed, including notes payable, are recorded at fair value. The total purchase price, including direct transaction costs capitalized, was allocated as follows:

(in thousands) Purchase Price Allocation
Real estate assets $ 1,379,835
Investments in unconsolidated real estate partnerships 35,942
Real estate assets 1,415,777
Cash, accounts receivable and other assets 51,902
Lease intangible assets 128,663
Total assets acquired 1,596,342
Notes payable 284,706
Accounts payable, accrued expenses, and other liabilities 37,500
Lease intangible liabilities 69,583
Total liabilities assumed 391,789
Noncontrolling interest 64,492
Total purchase price $ 1,140,061

The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases. This methodology includes estimating an "as-if vacant" fair value of the physical property, which includes land, building, and improvements and also 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 fair market value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third-party valuation specialist. The third-party specialist utilized stabilized NOI and market specific capitalization rates as the primary valuation inputs in determining the fair value of the real estate assets. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. Management reviews the inputs used by the third-party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures are performed in accordance with management's policy. Management and the third-party valuation specialist prepared their fair value estimates for each of the operating properties acquired. The allocation of the purchase price described above requires a significant amount of judgment and represents management's best estimate of the fair value as of the acquisition date.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the UBP acquisition:

(in years) Weighted Average Amortization Period
Assets:
In-place leases 8.0
Above-market leases 7.0
Liabilities:
Below-market leases 18.5

Other Acquisitions

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

(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%.
(in thousands) December 31, 2023
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)
5/1/2023 Sienna Phase 1 Houston, TX Development 75% $ 2,695
5/18/2023 SunVet Holbrook, NY Development 100% 24,140
10/11/2023 Nohl Plaza Orange, CA Operating 100% 25,328 3,940 10,470
12/1/2023 The Longmeadow Shops Longmeadow, MA Operating 100% 31,400 4,049 1,876
Total property acquisitions $ 83,563 7,989 12,346
  • Amounts for purchase price and allocation are reflected at 100%.

  • Property Dispositions

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

Year ended December 31,
(in thousands, except number sold data) 2024 2023 2022
Net proceeds from sale of real estate investments $ 108,615 11,167 143,133
Gain on sale of real estate, net of tax $ 34,162 661 109,005
Provision for impairment of real estate sold $ 1,330
Number of operating properties sold 6 2
Number of land parcels sold 5 5
Percent interest sold 100% 100% 100%

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

  • Investments in Real Estate Partnerships

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

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 (GRIR) 40% 66 $ 136,972 1,455,471 38,729 91,447
Columbia Regency Partners II, LLC (Columbia II) (1) 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
Town & Country Center 35% 1 44,715 259,218 1,810 5,235
Others (2) 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
  • Effective September 1, 2024, Columbia Regency Retail Partners, LLC (Columbia I) merged with and into Columbia II with Columbia II being the surviving entity in the merger.
  • 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.
December 31, 2023
(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 (GRIR) 40% 66 $ 144,371 1,475,611 35,901 84,224
Columbia Regency Retail Partners, LLC (Columbia I) 20% 7 7,045 139,224 1,630 8,559
Columbia Regency Partners II, LLC (Columbia II) 20% 14 42,994 424,672 1,743 8,769
Columbia Village District, LLC 30% 1 6,123 97,522 2,199 7,383
Individual Investors
Ballard Blocks 50% 2 62,140 120,379 1,486 3,297
Town & Country Center 35% 1 42,074 224,579 1,075 3,136
Others 12% - 67% 10 65,858 208,006 6,507 19,770
Total investments in real estate partnerships 101 $ 370,605 2,689,993 50,541 135,138

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

December 31,
(in thousands) 2024 2023
Investments in real estate, net $ 2,569,765 2,432,859
Acquired lease intangible assets, net 25,164 16,723
Other assets 248,228 240,411
Total assets $ 2,843,157 2,689,993
Notes payable $ 1,564,551 1,499,702
Acquired lease intangible liabilities, net 19,045 15,112
Other liabilities 92,911 80,457
Capital - Regency 444,354 418,205
Capital - Third parties 722,296 676,517
Total liabilities and capital $ 2,843,157 2,689,993

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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

December 31,
(in thousands) 2024 2023
Capital - Regency $ 444,354 418,205
Basis difference (45,310 ) (47,600 )
Investments in real estate partnerships $ 399,044 370,605

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

Year ended December 31,
(in thousands) 2024 2023 2022
Total revenues $ 420,281 390,843 378,096
Operating expenses:
Depreciation and amortization 96,239 88,974 86,193
Property operating expense 68,289 65,509 61,224
Real estate taxes 51,986 47,529 42,010
General and administrative 5,201 5,008 5,615
Other operating expenses 5,740 3,119 3,851
Total operating expenses $ 227,455 210,139 198,893
Other expense (income):
Interest expense, net 58,451 56,706 54,874
Gain on sale of real estate (2,288 ) (11,140 ) (49,424 )
Loss on early extinguishment of debt 587
Total other expense (income) 56,163 45,566 6,037
Net income of the Partnerships $ 136,663 135,138 173,166
The Company's share of net income of the Partnerships $ 50,294 50,541 59,824

Acquisitions

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

(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, 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 Columbia II 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%.
(in thousands) Year ended December 31, 2023
Date<br>Purchased Property<br>Name City/State Property<br>Type Real Estate Partner Regency's Ownership Purchase Price (1) Debt Assumed, Net of <br>Premiums (1) Intangible Assets (1) Intangible Liabilities (1)
9/19/2023 Old Town Square Chicago, IL Operating Other 20% 27,510 3,625 503
Total property acquisitions $ 27,510 3,625 503
  • Amounts reflected for purchase price and allocation are reflected at 100%.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

Dispositions

The following table provides a summary of shopping centers and land parcels disposed of through our investments in real estate partnerships:

Year ended December 31,
(in thousands) 2024 2023 2022
Proceeds from sale of real estate investments $ 2,256 30,659 116,377
Gain on sale of real estate $ 2,288 11,140 49,424
The Company's share of gain on sale of real estate $ 907 3,161 12,748
Number of operating properties sold 1 4
Number of land out-parcels sold 1

Notes Payable

Scheduled principal repayments on notes payable held by our unconsolidated investments in real estate partnerships as of December 31, 2024, 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
2025 $ 6,727 147,512 154,239 49,031
2026 7,393 272,963 35,800 316,156 108,765
2027 7,576 32,800 40,376 13,669
2028 4,267 246,605 250,872 92,027
2029 2,841 93,500 96,341 34,967
Beyond 5 Years 3,847 711,324 715,171 280,111
Net unamortized loan costs, debt premium / (discount) (8,603 ) (8,603 ) (3,200 )
Total notes payable $ 32,651 1,496,101 35,800 1,564,552 575,370

These fixed and variable rate notes payable are all non-recourse to the partnerships, and mature through

2034

, with 93.3% having a weighted average fixed interest rate of 3.9%. The remaining notes payable float with

SOFR

and had a weighted average variable interest rate of 6.8% at December 31, 2024.
As notes payable mature, they will be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated. 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 receive fees as discussed in Note 1, as follows:

Year ended December 31,
(in thousands) 2024 2023 2022
Asset management, property management, leasing, and investment and financing services $ 27,874 26,954 25,851

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

  • 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, 2024 December 31, 2023
Goodwill $ 166,739 167,062
Investments 51,820 51,992
Prepaid and other 40,240 40,635
Derivative assets 12,781 14,213
Furniture, fixtures, and equipment, net 7,954 6,662
Deferred financing costs, net 9,512 2,865
Total other assets $ 289,046 283,429

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

December 31, 2024 December 31, 2023
(in thousands) Goodwill Accumulated<br>Impairment<br>Losses Total Goodwill Accumulated<br>Impairment<br>Losses Total
Beginning of year balance $ 294,524 (127,462 ) 167,062 $ 300,496 (133,434 ) 167,062
Goodwill allocated to Properties held for sale (5,972 ) 5,972
Goodwill associated with disposed reporting units:
Goodwill allocated to Gain on sale of real estate (1,884 ) 1,561 (323 )
End of year balance $ 292,640 (125,901 ) 166,739 $ 294,524 (127,462 ) 167,062

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. 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.

  • Acquired Lease Intangibles

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

December 31,
(in thousands) 2024 2023
In-place leases $ 522,117 543,892
Above-market leases 103,075 103,896
Total intangible assets 625,192 647,788
Accumulated amortization (395,209 ) (364,413 )
Acquired lease intangible assets, net $ 229,983 283,375
Below-market leases 586,660 609,369
Accumulated amortization (222,052 ) (211,067 )
Acquired lease intangible liabilities, net $ 364,608 398,302

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

Year ended December 31,
(in thousands) 2024 2023 2022 Line item in Consolidated Statements of Operations
In-place lease amortization $ 49,169 44,102 34,568 Depreciation and amortization
Above-market lease amortization 8,860 6,571 5,828 Lease income
Acquired lease intangible asset amortization $ 58,029 50,673 40,396
Below-market lease amortization $ 33,883 37,831 28,642 Lease income

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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
2025 $ 33,173 21,657
2026 26,813 20,878
2027 21,290 19,875
2028 16,909 19,767
2029 14,257 19,091
  • 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.

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) 2024 2023 2022
Operating lease income
Fixed and in-substance fixed lease income $ 1,035,225 928,364 851,409
Variable lease income 356,520 324,037 287,149
Other lease related income, net:
Above/below market rent and tenant rent inducement amortization, net 24,843 30,826 22,543
Uncollectible straight-line rent (1,885 ) 1,261 12,510
Uncollectible amounts billable in lease income (3,324 ) (549 ) 13,841
Total lease income $ 1,411,379 1,283,939 1,187,452

Future minimum rental revenue under non-cancelable operating leases, excluding variable lease payments as of December 31, 2024, are as follows:

(in thousands)
For the year ending December 31,
2025 $ 1,021,232
2026 942,040
2027 825,189
2028 676,595
2029 536,477
Thereafter 2,006,865
Total $ 6,008,398

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

At December 31, 2024, 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 20 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.

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) 2024 2023 2022
Fixed operating lease expense
Ground leases $ 15,420 14,727 13,759
Office leases 3,689 4,103 4,162
Total fixed operating lease expense 19,109 18,830 17,921
Variable lease expense
Ground leases 1,953 1,586 1,591
Office leases 592 729 611
Total variable lease expense 2,545 2,315 2,202
Total lease expense $ 21,654 21,145 20,123
Cash paid for amounts included in the measurement of operating lease liabilities
Operating cash flows for operating leases $ 16,212 15,823 14,656

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, 2024, 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
2025 $ 12,871 3,904 16,775
2026 12,793 3,947 16,740
2027 12,819 2,748 15,567
2028 12,960 1,899 14,859
2029 12,993 733 13,726
Thereafter 687,963 1,269 689,232
Total undiscounted lease liabilities $ 752,399 14,500 766,899
Present value discount (520,621 ) (1,417 ) (522,038 )
Lease liabilities $ 231,778 13,083 244,861
Weighted average discount rate 5.5 % 4.1 %
Weighted average remaining term (in years) 48.7 4.3

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

  1. Income Taxes

The Company has elected to be taxed as a REIT under the applicable provisions of the Internal Revenue Code with certain of its subsidiaries treated as taxable REIT subsidiary entities, which are subject to federal and state income taxes. The following table summarizes the tax status of dividends paid on our common stock:

Year ended December 31,
2024 2023 2022
Dividend per share $ 2.84 (1) 2.56 (2) 2.53 (3)
Ordinary income 99 % 100 % 100 %
Capital gain (4) 1 % % %
Additional tax status information:
Qualified dividend income % % %
Section 199A dividend 99 % 100 % 100 %
Section 897 ordinary dividends % % %
Section 897 capital gains % % %
  • During 2024, the Company declared four quarterly dividends, the last of which was paid on January 3, 2025, and was fully allocated to the 2024 dividend period.
  • During 2023, the Company declared four quarterly dividends, the last of which was paid on January 3, 2024, with a portion allocated to the 2023 dividend period, and the balance allocated to 2024.
  • During 2022, the Company declared four quarterly dividends, the last of which was paid on January 4, 2023, with a portion allocated to the 2022 dividend period, and the balance allocated to 2023.
  • For 2024, Pursuant to Treasury Regulation Section 1.1061-6(c), the “One Year Amounts Disclosure” is 100% of the capital gain distributions allocated to each shareholder and “Three Year Disclosure” is 64.75% of the capital gain distributions allocated to each shareholder.

The following table summarizes the tax status of dividends paid on our Series A preferred stock:

Year ended December 31,
2024 2023
Dividend per share $ 1.56 0.39
Ordinary income 99 % 100 %
Capital gain 1 % %
Additional tax status information:
Qualified dividend income % %
Section 199A dividend 99 % 100 %
Section 897 ordinary dividends % %
Section 897 capital gains % %

The following table summarizes the tax status of dividends paid on our Series B preferred stock:

Year ended December 31,
2024 2023
Dividend per share $ 1.47 0.37
Ordinary income 99 % 100 %
Capital gain 1 % %
Additional tax status information:
Qualified dividend income % %
Section 199A dividend 99 % 100 %
Section 897 ordinary dividends % %
Section 897 capital gains % %

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

Our consolidated expense (benefit) for income taxes for the years ended December 31, 2024, 2023, and 2022 was as follows:

Year ended December 31,
(in thousands) 2024 2023 2022
Income tax expense (benefit):
Current $ 7,571 796 (332 )
Deferred (3,026 ) 99 293
Total income tax expense (benefit) (1) $ 4,545 895 (39 )
  • Includes $924, $895 and $(39) of tax expense (benefit) presented within Other operating expenses during the years ended December 31, 2024, 2023, and 2022, respectively. Additionally, $3,621 of tax expense is presented within Gain on sale of real estate, net of tax, during the year ended December 31, 2024.

The TRS entities are subject to federal and state income taxes and file separate tax returns. Income tax expense (benefit) differed from the amounts computed by applying the U.S. Federal income tax rate to pretax income of the TRS entities, as follows:

Year ended December 31,
(in thousands) 2024 2023 2022
Computed expected tax expense (benefit) $ 2,723 371 504
State income tax, net of federal benefit 1,376 60 52
Valuation allowance 406 227 (323 )
Permanent items 2 2 1
All other items 38 235 (273 )
Total income tax expense (1) 4,545 895 (39 )
Income tax expense attributable to operations (1) $ 4,545 895 (39 )
  • Includes $924, $895 and $(39) of tax expense (benefit) presented within Other operating expenses during the years ended December 31, 2024, 2023, and 2022, respectively. Additionally, $3,621 of tax expense is presented within Gain on sale of real estate, net of tax, during the year ended December 31, 2024.

The tax effects of temporary differences (included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets) are summarized as follows:

December 31,
(in thousands) 2024 2023
Deferred tax assets
Other 2,301 1,893
Deferred tax assets 2,301 1,893
Valuation allowance (2,301 ) (1,893 )
Deferred tax assets, net $
Deferred tax liabilities
Fixed assets (9,324 ) (12,563 )
Other (972 ) (780 )
Deferred tax liabilities (10,296 ) (13,343 )
Net deferred tax liabilities $ (10,296 ) (13,343 )

The Company believes it is more likely than not that the remaining deferred tax assets will not be realized unless tax planning strategies are implemented.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

  • 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:

Maturing<br>Through Weighted<br>Average<br>Contractual<br>Rate Weighted<br>Average<br>Effective<br>Rate December 31,
(in thousands) 2024 2023
Notes payable:
Fixed rate mortgage loans 6/1/2037 3.9% 4.3% $ 337,703 449,615
Variable rate mortgage loans (1) 1/31/2032 4.3% 4.4% 282,117 299,579
Fixed rate unsecured debt 3/15/2049 4.1% 4.3% 3,723,880 3,252,755
Total notes payable, net 4,343,700 4,001,949
Unsecured credit facility:
$1.5 Billion Line of Credit (the "Line") (2) 3/23/2028 5.3% 5.6% 65,000 152,000
Total unsecured credit facility 65,000 152,000
Total debt outstanding $ 4,408,700 4,153,949
  • As of December 31, 2024, 96.1% of the Variable rate mortgage loans 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.

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

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

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

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, 2024, management of the Company believes it is in compliance with all financial 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

At December 31, 2024, the Line had an available capacity of $1.4 billion, which is reduced by the balance of outstanding borrowings and commitments from issued letters of credit. The Line accrues interest at a variable rate of SOFR plus an applicable spread of 0.82% and a 0.125% 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, 2024, the Company is in compliance with all financial covenants for the Line.

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

(in thousands) December 31, 2024
Scheduled Principal Payments and Maturities by Year: Scheduled<br>Principal<br>Payments Mortgage<br>Loan<br>Maturities Unsecured<br>Maturities (1) Total
2025 $ 9,798 52,537 250,000 312,335
2026 10,040 147,847 200,000 357,887
2027 7,133 222,558 525,000 754,691
2028 5,402 42,004 365,000 412,406
2029 2,786 53,620 425,000 481,406
Beyond 5 Years 5,170 68,466 2,050,000 2,123,636
Unamortized debt premium/(discount) and issuance costs (7,541 ) (26,120 ) (33,661 )
Total $ 40,329 579,491 3,788,880 4,408,700
  • Includes unsecured public and private debt and unsecured credit facilities.

The Company was in compliance as of December 31, 2024, 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 derivatives for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

Detail on the Company's interest rate derivatives outstanding is as follows:

(in thousands, except number of instruments data) December 31,
Interest Rate Swaps 2024 2023
Notional amount $ 301,444 294,928
Number of instruments 14 15

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

(in thousands) December 31,
Interest rate swaps classified as: 2024 2023
Derivative assets $ 12,781 14,213
Derivative liabilities (423 ) (1,335 )

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 use derivatives for trading or speculative purposes and, as of December 31, 2024, does not have any derivatives that are not designated as hedges.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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

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

Location and Amount of Gain (Loss) <br>Recognized in OCI on Derivative Location and Amount of Loss (Gain) <br>Reclassified from AOCI into Income Total amounts presented in the Consolidated <br>Statements of Operations in which the effects <br>of cash flow hedges are recorded
Year ended December 31, Year ended December 31, Year ended December 31,
(in thousands) 2024 2023 2022 2024 2023 2022 2024 2023 2022
Interest <br>rate swaps $ 12,523 (2,448 ) 20,061 Interest<br>(income) expense, net $ (8,895 ) (7,536 ) 833 Interest expense, net $ 180,119 154,249 146,186
Loss (gain) on early extinguishment of debt $ 180 (99 )

As of December 31, 2024, the Company expects approximately $2.5 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

  • 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,
2024 2023
(in thousands) Carrying<br>Amount Fair Value Carrying<br>Amount Fair Value
Financial assets:
Notes receivable $ 31,790 31,755 $ 2,109 2,109
Financial liabilities:
Notes payable, net $ 4,343,700 4,141,096 $ 4,001,949 3,763,152
Unsecured credit facilities (1) $ 65,000 65,000 $ 152,000 152,000
  • 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, 2024 and 2023, respectively. These fair value measurements maximize the use of observable inputs which are classified within Level 2 of the fair value hierarchy. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company's own judgments about the assumptions that market participants would use in pricing the asset or liability.

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

  • 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 fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment (income) loss in the accompanying Consolidated Statements of Operations, and include unrealized gains of $4.5 million for the year ended December 31, 2024, unrealized gains of $4.2 million for the year ended December 31, 2023 and unrealized losses of $8.0 million for the year ended December 31, 2022.

Available-for-Sale Debt Securities

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

Interest Rate Derivatives

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

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

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

Fair Value Measurements as of 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 )

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

Fair Value Measurements as of December 31, 2023
(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 $ 37,039 37,039
Available-for-sale debt securities 14,953 14,953
Interest rate derivatives 14,213 14,213
Total $ 66,205 37,039 29,166
Liabilities:
Interest rate derivatives $ (1,335 ) (1,335 )

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:

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 )

During the year ended December 31, 2024, the Company recorded a $14.3 million Provision for impairment on two operating properties. One property was sold within the reporting period with a $1.3 million provision for impairment. The second property is classified as held and used, and was impaired as a result of management's change in expected hold period and the carrying value exceeded the estimated fair value. The estimated fair value was based on letters of intent from third-party offers for the property and is reflected in the table above within the Level 2 fair value hierarchy.

During the year ended December 31, 2023, there were no real estate assets measured at fair value on a nonrecurring basis.

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

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. Except under certain limited conditions, holders of the Preferred Stock will not be entitled to vote. 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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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.

Dividends Declared

On February 4, 2025, the Board:

  • Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on April 30, 2025. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on April 15, 2025; and
  • Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on April 30, 2025 The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on April 15, 2025.

Common Stock of the Parent Company

Dividends Declared

On February 4, 2025, the Board declared a common stock dividend of $0.705 per share, payable on April 2, 2025, to shareholders of record as of March 12, 2025.

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 is obligated to issue 1,339,377 shares of its common stock at a weighted average offering price of $74.66 before any underwriting discount and offering expenses.  The shares under the forward sales agreements must be settled within one year of their trade dates, which vary by agreement, and range from November 26, 2025, to December 5, 2025.  Upon settlement, subject to certain exceptions, the Company may elect, in its sole discretion, to physically settle, cash settle, or net share settle all or any portion of our obligations under any forward sale agreement.

No shares have been settled as of December 31, 2024. Proceeds from the issuance of shares are expected to be approximately $100.0 million before any underwriting discount and offering expenses and are expected to be used to fund acquisitions of operating properties, fund developments and redevelopments, and for general corporate purposes.

As of December 31, 2024, and after giving effect to the aforementioned forward equity offering, $400 million of common stock remained available for issuance under this ATM Program.

Stock Repurchase Program

On February 8, 2023, the Board authorized a common stock repurchase program under which the Company may purchase, up to a maximum of $250.0 million of its outstanding common stock through open market transactions, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any, are dependent upon market conditions and other factors. The stock repurchased, if not retired, is treated as treasury stock. The Board's authorization for the Repurchase Program was set to expire on February 7, 2025, unless modified, extended or terminated earlier by the Board at its discretion.

During the year ended December 31, 2023, the Company executed multiple trades, repurchasing 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. These shares were repurchased through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act of 1934, as amended (the "Exchange Act"). All repurchased shares were retired on their respective settlement dates.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

During the second quarter of 2024, the Company executed multiple trades, repurchasing 3.3 million common shares under the Repurchase Program for a total of $200.0 million at a weighted average price of $60.48 per share. These shares were repurchased through open market transactions in accordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. All repurchased shares were retired on the respective settlement dates.

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

At December 31, 2024, $250.0 million remained available under the New Repurchase Program.

Preferred Units of the Operating Partnership

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

Common Units of the Operating Partnership

Common Units are issued, 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, 2024, 10,795 Common Units were exchanged for shares of Parent Company common stock.

During the year ended December 31, 2023, the Operating Partnership issued 520,589 EOP, valued at $31.3 million, as partial purchase price consideration for the acquisition of two properties. In addition, 3,340 Common Units were exchanged for shares of Parent Company common stock, and 151,228 Common Units were redeemed for $9.2 million in cash at the Parent Company's election.

General Partners

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

December 31,
(in thousands) 2024 2023
Common Units owned by the general partner 181,361 184,581
Common Units owned by the limited partners 1,097 1,108
Total Common Units outstanding 182,458 185,689
Percentage of Common Units owned by the general partner 99.4 % 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) 2024 2023 2022
Restricted stock (1) $ 18,549 17,277 16,667
Directors' fees paid in common stock and other employee stock grants 528 590 589
Capitalized stock-based compensation (1,941 ) (954 ) (735 )
Stock-based compensation, net of capitalization (2) $ 17,136 16,913 16,521
  • Includes amortization of the grant date fair value of restricted stock awards over the respective vesting periods.
  • In addition, the Company expensed within Other operating expenses $6.4 million and $3.2 million during 2024 and 2023, respectively, in connection with restricted stock units related to the acquisition of UBP.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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, 2024, there were 3.8 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 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, 2024
Number of Shares Intrinsic Value (in thousands) Weighted Average Grant Date Fair Value
Non-vested as of December 31, 2023 754,518
Time-based awards granted  (1) (4) 175,396 $ 61.98
Performance-based awards granted (2) (4) 17,137 $ 62.21
Market-based awards granted (3) (4) 158,807 $ 58.36
Change in market-based awards earned for performance (3) 7,306 $ 63.42
Vested (5) (304,785 ) $ 63.17
Forfeited (4,590 ) $ 64.43
Non-vested as of December 31, 2024 (6) 803,789 $ 59,424
  • 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,
2024 2023 2022
Expected volatility 25.50 % 45.50 % 43.10 %
Risk free interest rate 4.14 % 3.75 % 1.39 %
  • The weighted-average grant price for restricted stock granted during the years is summarized below:

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

Year ended December 31,
2024 2023 2022
Weighted-average grant date fair value for restricted stock $ 60.36 $ 68.28 $ 72.86
  • The total intrinsic value of restricted stock vested during the years is summarized below (in thousands):
Year ended December 31,
2024 2023 2022
Intrinsic value of restricted stock vested $ 19,254 $ 19,717 $ 17,797
  • As of December 31, 2024, there was $22.7 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.

  • 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, 2024. 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 $5.6 million, $5.3 million, and $4.4 million for the years ended December 31, 2024, 2023, and 2022, 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) 2024 2023 Location in Consolidated Balance Sheets
Assets:
Securities $ 33,555 31,852 Other assets
Liabilities:
Deferred compensation obligation $ 33,473 31,770 Accounts payable and other liabilities

Realized and unrealized gains and losses on securities held in the NQDCP are recognized within Net investment (income) loss 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

  • 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) 2024 2023 2022
Numerator:
Net income attributable to common shareholders - basic $ 386,738 359,500 482,865
Net income attributable to common shareholders - diluted $ 386,738 359,500 482,865
Denominator:
Weighted average common shares outstanding for basic EPS 182,817 176,085 171,404
Weighted average common shares outstanding for diluted EPS (1) 183,040 176,371 171,791
Net income per common share – basic $ 2.12 2.04 2.82
Net income per common share – diluted $ 2.11 2.04 2.81
  • 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.

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 1,099,187, 953,085 and 748,336 for the year ended December 31, 2024, 2023 and 2022, 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) 2024 2023 2022
Numerator:
Net income attributable to common unit holders - basic $ 389,076 361,508 484,970
Net income attributable to common unit holders - diluted $ 389,076 361,508 484,970
Denominator:
Weighted average common units outstanding for basic EPU 183,916 177,038 172,152
Weighted average common units outstanding for diluted EPU (1) 184,139 177,324 172,540
Net income per common unit – basic $ 2.12 2.04 2.82
Net income per common unit – diluted $ 2.11 2.04 2.81
  • 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.

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

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.

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,
2024 2023 2022
Lease income $ 1,548,929 1,413,079 1,312,532
Other property income 15,450 12,260 11,247
Less:
Straight-line rent on lease income (22,193 ) (13,559 ) (27,220 )
Above/below market rent amortization, net (25,612 ) (31,604 ) (23,021 )
Total real estate revenues 1,516,574 1,380,176 1,273,538
Operating expenses (1) (267,660 ) (247,792 ) (213,085 )
Real estate taxes (201,546 ) (181,096 ) (163,667 )
NOI $ 1,047,368 951,288 896,786
Reconciliation of Total real estate revenues to Total revenues:
Total real estate revenues 1,516,574 1,380,176 1,273,538
Consolidated:
Straight-line rent on lease income 20,300 10,788 24,272
Above/below market rent amortization, net 24,843 30,826 22,543
Management, transaction, and other fees 27,874 26,954 25,851
Add: Share of noncontrolling interests 11,859 10,865 10,683
Less: Share of unconsolidated real estate partnerships (147,546 ) (137,143 ) (132,865 )
Total revenues $ 1,453,904 1,322,466 1,224,022
  • Operating expenses include Operating and maintenance, Ground rent and Termination expense

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Consolidated Financial Statements

December 31, 2024

Year ended December 31,
2024 2023 2022
Reconciliation of NOI to Net income:
NOI 1,047,368 951,288 896,786
Consolidated:
Straight-line rent on lease income 20,300 10,788 24,272
Above/below market rent amortization, net 24,843 30,826 22,543
Management, transaction, and other fees 27,874 26,954 25,851
Straight-line rent on ground rent (1,350 ) (1,405 ) (1,610 )
Above/below market ground rent amortization (2,142 ) (1,696 ) (1,548 )
Depreciation and amortization (394,714 ) (352,282 ) (319,697 )
General and administrative (101,465 ) (97,806 ) (79,903 )
Other operating expenses (10,867 ) (9,459 ) (6,166 )
Other expense, net (154,260 ) (147,824 ) (44,102 )
Add: Share of noncontrolling interests excluded from NOI 8,293 7,571 7,433
Less: Equity in income of investments in real estate excluded from NOI (54,040 ) (46,088 ) (35,824 )
Net income $ 409,840 370,867 488,035
  • 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 $17.3 million and $16.5 million for environmental remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets,, as of December 31, 2024 and 2023, respectively.

Letters of Credit

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

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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
101 7th Avenue NY $ 48,340 34,895 (71,357 ) 7,020 4,858 11,878 (962 ) 1930 2017
111 Kraft Avenue NY 1,220 3,932 28 1,220 3,960 5,180 (149 ) 1902 2023
1175 Third Avenue NY 40,560 25,617 6,071 40,560 31,688 72,248 (5,190 ) 1995 2017
1225-1239 Second Ave NY 23,033 17,173 (678 ) 23,033 16,495 39,528 (3,400 ) 1987 2017
200 Potrero CA 4,860 2,251 135 4,860 2,386 7,246 (620 ) 1928 2017
22 Crescent Road CT 2,198 272 (318 ) 2,152 2,152 1984 2017
25 Valley Drive CT 3,141 2,945 15 3,141 2,960 6,101 (151 ) 1977 2023
260-270 Sawmill Road NY 3,943 58 3,943 58 4,001 (6 ) 1953 2023
27 Purchase Street NY 903 2,239 71 903 2,310 3,213 (92 ) 2023
321-323 Railroad Ave CT 3,044 2,414 33 3,044 2,447 5,491 (120 ) 1983 2023
410 South Broadway NY 2,372 1,603 2,372 1,603 3,975 (60 ) 1936 2023
470 Main Street CT 1,021 4,361 55 1,021 4,416 5,437 (264 ) 1972 2023
48 Purchase Street NY 1,214 4,414 17 1,214 4,431 5,645 (167 ) 2023
4S Commons Town Center CA 30,760 35,830 3,983 30,812 39,761 70,573 (32,030 ) 2004 2004
6401 Roosevelt WA 2,685 934 362 2,685 1,296 3,981 (199 ) 1929 2019
90 - 30 Metropolitan Avenue NY 16,614 24,171 485 16,614 24,656 41,270 (5,627 ) 2007 2017
91 Danbury Road CT 732 851 732 851 1,583 (220 ) 1965 2017
970 High Ridge Center CT 5,695 5,204 62 5,695 5,266 10,961 (268 ) 1960 2023
Airport Plaza CT 1,293 11,119 5 1,293 11,124 12,417 (470 ) 1974 2023
Alafaya Village FL 3,004 5,852 340 3,004 6,192 9,196 (1,609 ) 1986 2017
Alden Bridge TX (26,000 ) 17,014 21,958 810 17,014 22,768 39,782 (3,275 ) 1998 2002
Aldi Square CT 6,394 1,704 6,394 1,704 8,098 (163 ) 2014 2023
Amerige Heights Town Center CA 10,109 11,288 1,644 10,109 12,932 23,041 (7,250 ) 2000 2000
Anastasia Plaza FL 9,065 (2,298 ) 3,012 3,755 6,767 (2,026 ) 1988 1993
Apple Valley Square MN 5,438 21,328 (2,588 ) 5,451 18,727 24,178 (3,460 ) 1998 2006
Arcadian Shopping Center NY 14,546 26,716 604 14,546 27,320 41,866 (1,207 ) 1978 2023
Ashford Place GA 2,584 9,865 1,899 2,584 11,764 14,348 (9,852 ) 1993 1997
Atlantic Village FL 4,282 18,827 2,143 4,868 20,384 25,252 (7,102 ) 2014 2017
Avenida Biscayne FL 88,098 20,771 2,228 91,150 19,947 111,097 (5,179 ) 1991 2017
Aventura Shopping Center FL 2,751 10,459 11,159 9,486 14,883 24,369 (6,247 ) 2017 1994
Baederwood Shopping Center PA (24,365 ) 12,016 33,556 848 12,016 34,404 46,420 (3,420 ) 1999 2023
Balboa Mesa Shopping Center CA 23,074 33,838 14,036 27,758 43,190 70,948 (22,430 ) 2014 2012
Banco Popular Building FL 2,160 1,137 (1,289 ) 2,003 5 2,008 1971 2017
Belleview Square CO 8,132 9,756 5,292 8,323 14,857 23,180 (11,312 ) 2013 2004
Belmont Chase VA 13,881 17,193 (173 ) 14,372 16,529 30,901 (10,378 ) 2014 2014
Berkshire Commons FL 2,295 9,551 3,112 2,965 11,993 14,958 (10,213 ) 1992 1994
Bethany Park Place TX (10,200 ) 4,832 12,405 534 4,832 12,939 17,771 (1,941 ) 1998 1998
Bethel Hub Center CT 1,738 3,918 144 1,738 4,062 5,800 (199 ) 1957 2023
Biltmore Shopping Center NY 4,632 3,766 39 4,632 3,805 8,437 (187 ) 1967 2023
Bird 107 Plaza FL 10,371 5,136 152 10,371 5,288 15,659 (1,673 ) 1990 2017
Bird Ludlam FL 42,663 38,481 1,353 42,663 39,834 82,497 (10,952 ) 1998 2017
Black Rock CT (15,148 ) 22,251 20,815 702 22,251 21,517 43,768 (8,161 ) 1996 2014
Blakeney Town Center NC 82,411 89,165 4,066 82,491 93,151 175,642 (11,316 ) 2006 2021
Bloomfield Crossing NJ 3,365 11,453 6 3,365 11,459 14,824 (534 ) 2023
Bloomingdale Square FL 3,940 14,912 23,599 8,639 33,812 42,451 (15,482 ) 2021 1998
Blossom Valley CA (22,300 ) 31,988 5,850 737 31,988 6,587 38,575 (1,197 ) 1990 1999

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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
Boca Village Square FL 43,888 9,726 419 43,888 10,145 54,033 (3,876 ) 2014 2017
Boonton ACME Shopping Center NJ (10,358 ) 8,664 9,601 8,664 9,601 18,265 (533 ) 1999 2023
Boulevard Center CO 3,659 10,787 4,840 3,659 15,627 19,286 (10,223 ) 1986 1999
Boynton Lakes Plaza FL 2,628 11,236 5,382 3,606 15,640 19,246 (10,396 ) 2012 1997
Boynton Plaza FL 12,879 20,713 810 12,879 21,523 34,402 (6,170 ) 2015 2017
Brentwood Plaza MO 2,788 3,473 416 2,788 3,889 6,677 (2,113 ) 2002 2007
Briarcliff La Vista GA 694 3,292 1,122 694 4,414 5,108 (3,515 ) 1962 1997
Briarcliff Village GA 4,597 24,836 6,316 5,519 30,230 35,749 (23,762 ) 1990 1997
Brick Walk CT (30,591 ) 25,299 41,995 2,283 25,299 44,278 69,577 (14,980 ) 2007 2014
BridgeMill Market GA 7,521 13,306 1,221 7,522 14,526 22,048 (4,929 ) 2000 2017
Bridgeton MO 3,033 8,137 740 3,067 8,843 11,910 (4,272 ) 2005 2007
Brighten Park GA 3,983 18,687 12,248 3,887 31,031 34,918 (24,273 ) 2016 1997
Broadway Plaza NY 40,723 42,170 2,593 40,723 44,763 85,486 (12,008 ) 2014 2017
Brooklyn Station on Riverside FL 7,019 8,688 358 6,998 9,067 16,065 (3,831 ) 2013 2013
Brookside Plaza CT 35,161 17,494 8,185 36,238 24,602 60,840 (8,602 ) 2006 2017
Buckhead Court GA 1,417 7,432 4,642 1,417 12,074 13,491 (10,806 ) 1984 1997
Buckhead Landing GA 45,502 16,642 25,563 51,511 36,196 87,707 (3,085 ) 1998/2024 2017
Buckhead Station GA 70,411 36,518 3,033 70,448 39,514 109,962 (12,377 ) 1996 2017
Buckley Square CO 2,970 5,978 1,622 2,921 7,649 10,570 (5,449 ) 1978 1999
Caligo Crossing FL 2,459 4,897 185 2,546 4,995 7,541 (4,364 ) 2007 2007
Cambridge Square GA 774 4,347 (2,419 ) 774 1,928 2,702 (1,401 ) 1979 1996
Carmel Commons NC 2,466 12,548 6,294 3,419 17,889 21,308 (13,523 ) 2012 1997
Carmel ShopRite Plaza NY 5,828 15,321 160 5,828 15,481 21,309 (682 ) 1981 2023
Carriage Gate FL 833 4,974 3,267 1,302 7,772 9,074 (7,705 ) 2013 1994
Carytown Exchange VA 24,121 22,046 (27 ) 24,122 22,018 46,140 (5,715 ) 2022 2018
Cashmere Corners FL 3,187 9,397 683 3,187 10,080 13,267 (3,604 ) 2016 2017
Cedar Commons MN 4,704 16,748 233 4,716 16,969 21,685 (2,638 ) 1999 2011
Cedar Hill Shopping Center NJ (6,815 ) 7,266 9,372 200 7,280 9,558 16,838 (481 ) 1971 2023
Centerplace of Greeley III CO 6,661 11,502 263 4,607 13,819 18,426 (8,203 ) 2007 2007
Charlotte Square FL 1,141 6,845 1,495 1,141 8,340 9,481 (3,305 ) 1980 2017
Chasewood Plaza FL 4,612 20,829 6,865 6,886 25,420 32,306 (22,878 ) 2015 1993
Chastain Square GA 30,074 12,644 2,520 30,074 15,164 45,238 (5,834 ) 2001 2017
Cherry Grove OH 3,533 15,862 6,096 3,533 21,958 25,491 (15,318 ) 2012 1998
Chilmark Shopping Center NY 4,952 15,407 183 4,952 15,590 20,542 (678 ) 1963 2023
Chimney Rock NJ 23,623 48,200 856 23,623 49,056 72,679 (22,236 ) 2016 2016
Circle Center West CA 22,930 9,028 3,571 23,166 12,363 35,529 (3,074 ) 1989 2017
Circle Marina Center CA (24,000 ) 29,303 18,437 12,876 31,942 28,674 60,616 (3,336 ) 1994 2019
CityLine Market TX 12,208 15,839 464 12,306 16,205 28,511 (7,320 ) 2014 2014
CityLine Market Phase II TX 2,744 3,081 108 2,744 3,189 5,933 (1,275 ) 2015 2015
Clayton Valley Shopping Center CA 24,189 35,422 2,600 24,538 37,673 62,211 (31,498 ) 2004 2003
Clocktower Plaza Shopping Ctr NY 49,630 19,624 627 49,630 20,251 69,881 (5,808 ) 1995 2017
Clybourn Commons IL 15,056 5,594 535 15,056 6,129 21,185 (2,406 ) 1999 2014
Cochran's Crossing TX 13,154 12,315 2,877 13,154 15,192 28,346 (12,701 ) 1994 2002
Compo Acres Shopping Center CT 28,627 10,395 985 28,627 11,380 40,007 (3,171 ) 2011 2017

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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 29,034 126 15,651 29,160 44,811 (726 ) 1953 2024
Concord Shopping Plaza FL 30,819 36,506 1,750 31,272 37,803 69,075 (9,785 ) 1993 2017
Copps Hill Plaza CT 29,515 40,673 8,499 29,514 49,173 78,687 (11,010 ) 2002 2017
Coral Reef Shopping Center FL 14,922 15,200 2,695 15,332 17,485 32,817 (5,502 ) 1990 2017
Corkscrew Village FL 8,407 8,004 916 8,407 8,920 17,327 (4,892 ) 1997 2007
Cornerstone Square GA 1,772 6,944 2,100 1,772 9,044 10,816 (7,507 ) 1990 1997
Corral Hollow CA 8,887 24,121 268 8,932 24,344 33,276 (2,592 ) 2000 2000
Corvallis Market Center OR 6,674 12,244 1,048 6,696 13,270 19,966 (8,687 ) 2006 2006
Cos Cob Commons CT 6,608 14,967 546 6,608 15,513 22,121 (662 ) 1986 2023
Cos Cob Plaza CT (3,742 ) 4,030 4,225 24 4,030 4,249 8,279 (198 ) 1947 2023
Country Walk Plaza FL (16,000 ) 18,713 20,373 465 18,713 20,838 39,551 (3,579 ) 2008 2017
Countryside Shops FL 17,982 35,574 13,960 23,175 44,341 67,516 (17,076 ) 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 3,794 108,841 36,102 144,943 (10,668 ) 2000 2017
Danbury Green CT 30,303 19,255 2,377 30,303 21,632 51,935 (5,824 ) 2006 2017
Danbury Square CT 6,592 23,543 1,017 6,592 24,560 31,152 (1,051 ) 1987 2023
Dardenne Crossing MO 4,194 4,005 861 4,343 4,717 9,060 (2,881 ) 1996 2007
Darinor Plaza CT 693 32,140 1,328 711 33,450 34,161 (9,568 ) 1978 2017
DeCicco's Plaza NY 8,890 23,368 898 8,890 24,266 33,156 (983 ) 1978 2023
Diablo Plaza CA 5,300 8,181 3,153 5,300 11,334 16,634 (7,557 ) 1982 1999
District Shops of Pelham Manor (fka Pelham Manor Plaza) NY 4,708 6,243 207 4,711 6,447 11,158 (263 ) 1960 2023
Dunwoody Hall GA (13,800 ) 15,145 12,110 947 15,145 13,057 28,202 (1,862 ) 1986 1997
Dunwoody Village GA 3,342 15,934 8,438 3,417 24,297 27,714 (19,518 ) 1975 1997
East Meadow Plaza NY 13,135 25,070 (73 ) 13,135 24,997 38,132 (3,131 ) 1971 2023
East Pointe OH 1,730 7,189 2,644 1,941 9,622 11,563 (7,885 ) 2014 1998
East San Marco FL 4,873 14,932 (143 ) 4,729 14,933 19,662 (1,462 ) 2022 2007
Eastchester Plaza NY 5,017 7,379 18 5,017 7,397 12,414 (324 ) 1963 2023
Eastport NY 2,985 5,649 931 2,947 6,618 9,565 (1,022 ) 1980 2021
El Camino Shopping Center CA 7,600 11,538 15,769 10,328 24,579 34,907 (14,978 ) 2017 1999
El Cerrito Plaza CA 11,025 27,371 8,905 11,025 36,276 47,301 (17,146 ) 2000 2000
El Norte Pkwy Plaza CA 2,834 7,370 3,178 3,263 10,119 13,382 (7,412 ) 2013 1999
Emerson Plaza NJ 8,615 7,835 116 8,644 7,922 16,566 (406 ) 1981 2023
Encina Grande CA 5,040 11,572 20,312 10,518 26,406 36,924 (18,974 ) 2016 1999
Fairfield Center CT 6,731 29,420 1,902 6,731 31,322 38,053 (10,122 ) 2000 2014
Fairfield Crossroads CT 9,982 9,796 (1 ) 9,982 9,795 19,777 (475 ) 1995 2023
Falcon Marketplace CO 1,340 4,168 582 1,246 4,844 6,090 (3,419 ) 2005 2005
Fellsway Plaza MA (34,300 ) 30,712 7,327 10,307 34,924 13,422 48,346 (9,607 ) 2016 2013
Ferry Street Plaza NJ (8,471 ) 7,960 24,439 135 7,960 24,574 32,534 (1,038 ) 1995 2023
Fleming Island FL 3,077 11,587 3,738 3,111 15,291 18,402 (10,435 ) 2000 1998
Fountain Square FL 29,722 29,041 389 29,784 29,368 59,152 (16,113 ) 2013 2013
French Valley Village Center CA 11,924 16,856 565 11,822 17,523 29,345 (16,427 ) 2004 2004
Friars Mission Center CA 6,660 28,021 3,407 6,660 31,428 38,088 (20,356 ) 1989 1999
Gardens Square FL 2,136 8,273 831 1,775 9,465 11,240 (6,501 ) 1991 1997
Gateway Shopping Center PA 52,665 7,134 13,478 55,087 18,190 73,277 (21,715 ) 2016 2004
Gelson's Westlake Market Plaza CA 3,157 11,153 6,425 4,654 16,081 20,735 (10,971 ) 2016 2002

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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 2,099 4,124 15,029 19,153 (6,523 ) 1967 2010
Glenwood Green NJ 26,130 27,596 26,130 27,596 53,726 (2,059 ) 2024 2023
Glenwood Village NC 1,194 5,381 729 1,194 6,110 7,304 (5,196 ) 1983 1997
Golden Hills Plaza CA 12,699 18,482 3,887 11,521 23,547 35,068 (14,872 ) 2017 2006
Grand Ridge Plaza WA 24,208 61,033 6,452 24,918 66,775 91,693 (35,448 ) 2018 2012
Greenwich Commons CT (4,667 ) 3,831 6,990 (52 ) 3,831 6,938 10,769 (269 ) 1961 2023
Greenwood Shopping Centre FL 7,777 24,829 1,241 7,777 26,070 33,847 (8,026 ) 1994 2017
H Mart Plaza NJ 1,296 2,469 1,296 2,469 3,765 (96 ) 1967 2023
Hammocks Town Center FL 28,764 25,113 1,979 28,764 27,092 55,856 (8,299 ) 1993 2017
Hancock TX 8,232 28,260 (10,223 ) 4,692 21,577 26,269 (12,733 ) 1998 1999
Harpeth Village Fieldstone TN 2,284 9,443 1,238 2,284 10,681 12,965 (7,076 ) 1998 1997
Harrison Shopping Square NY 6,034 5,195 296 6,290 5,235 11,525 (241 ) 1958 2023
Hasley Canyon Village CA (16,000 ) 17,630 8,231 189 17,630 8,420 26,050 (1,198 ) 2003 2003
Heritage 202 Center NY 1,694 5,901 63 1,695 5,963 7,658 (264 ) 1989 2023
Heritage Plaza CA 12,390 26,097 15,199 12,215 41,471 53,686 (24,017 ) 2012 1999
Hershey PA 7 808 12 7 820 827 (636 ) 2000 2000
Hewlett Crossing I & II NY 11,850 18,205 1,106 11,850 19,311 31,161 (4,437 ) 1954 2018
Hibernia Pavilion FL 4,929 5,065 256 4,929 5,321 10,250 (4,632 ) 2006 2006
High Ridge Center CT (8,825 ) 26,078 21,460 177 26,092 21,623 47,715 (980 ) 1968 2023
Hillcrest Village TX 1,600 1,909 65 1,600 1,974 3,574 (1,296 ) 1991 1999
Hilltop Village CO 2,995 4,581 4,754 3,104 9,226 12,330 (5,843 ) 2018 2002
Hinsdale Lake Commons IL 5,734 16,709 12,183 8,343 26,283 34,626 (19,368 ) 2015 1998
Holly Park NC 8,975 23,799 2,520 8,828 26,466 35,294 (10,228 ) 1969 2013
Howell Mill Village GA 5,157 14,279 7,914 9,610 17,740 27,350 (9,640 ) 1984 2004
Hyde Park OH 9,809 39,905 17,996 10,213 57,497 67,710 (34,222 ) 1995 1997
Indian Springs Center TX 24,974 25,903 1,471 25,050 27,298 52,348 (10,057 ) 2003 2002
Indigo Square SC 8,087 9,849 (2 ) 8,087 9,847 17,934 (3,521 ) 2017 2017
Inglewood Plaza WA 1,300 2,159 1,305 1,300 3,464 4,764 (2,324 ) 1985 1999
Island Village WA 12,354 23,660 210 12,361 23,863 36,224 (2,716 ) 2013 2023
Keller Town Center TX 2,294 12,841 1,447 2,404 14,178 16,582 (8,766 ) 2014 1999
Kirkman Shoppes FL 9,364 26,243 906 9,367 27,146 36,513 (7,847 ) 2015 2017
Kirkwood Commons MO 6,772 16,224 1,728 6,802 17,922 24,724 (7,777 ) 2000 2007
Klahanie Shopping Center WA 14,451 20,089 703 14,451 20,792 35,243 (5,824 ) 1998 2016
Knotts Landing CT 2,062 23,536 129 2,062 23,665 25,727 (809 ) 1994 2023
Kroger New Albany Center OH 3,844 6,599 1,474 3,844 8,073 11,917 (7,035 ) 1999 1999
Lake Mary Centre FL 24,036 57,476 2,942 24,036 60,418 84,454 (19,018 ) 2015 2017
Lake Pine Plaza NC 2,008 7,632 1,286 2,029 8,897 10,926 (6,149 ) 1997 1998
Lakeview Shopping Center NY (10,680 ) 6,341 22,296 644 6,341 22,940 29,281 (1,159 ) 1981 2023
Lebanon/Legacy Center TX 3,913 7,874 1,545 3,913 9,419 13,332 (7,705 ) 2002 2000
Littleton Square CO 2,030 8,859 (3,514 ) 2,433 4,942 7,375 (3,682 ) 2015 1999
Lloyd King Center CO 1,779 10,060 1,785 1,779 11,845 13,624 (7,981 ) 1998 1998
Lower Nazareth Commons PA 15,992 12,964 4,124 16,343 16,737 33,080 (15,131 ) 2012 2007
Main & Bailey CT 603 13,428 110 603 13,538 14,141 (558 ) 1950 2023
Mandarin Landing FL 7,913 27,230 9,613 10,439 34,317 44,756 (7,393 ) 2024 2017
Marine's Taste of Italy NY 420 1,266 420 1,266 1,686 (42 ) 1988 2023
Market at Colonnade Center NC 6,455 9,839 387 6,160 10,521 16,681 (6,468 ) 2009 2009

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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 Preston Forest TX 4,400 11,445 1,961 4,400 13,406 17,806 (9,156 ) 1990 1999
Market at Round Rock TX 2,000 9,676 9,528 1,996 19,208 21,204 (12,032 ) 1987 1999
Market at Springwoods Village TX (3,750 ) 12,592 12,781 291 12,592 13,072 25,664 (5,788 ) 2018 2016
Marketplace at Briargate CO 1,706 4,885 344 1,727 5,208 6,935 (3,686 ) 2006 2006
McLean Plaza NY (5,000 ) 12,527 12,039 57 12,534 12,089 24,623 (581 ) 1982 2023
Meadtown Shopping Center NJ (9,070 ) 9,961 15,328 68 9,961 15,396 25,357 (766 ) 1961 2023
Mellody Farm IL 35,628 66,847 (155 ) 35,639 66,681 102,320 (21,064 ) 2017 2017
Melrose Market WA 4,451 10,807 (114 ) 4,451 10,693 15,144 (2,031 ) 2009 2019
Midland Park Shopping Center NJ (17,166 ) 9,814 24,226 1,626 9,814 25,852 35,666 (1,198 ) 1966 2023
Millhopper Shopping Center FL 1,073 5,358 6,120 1,901 10,650 12,551 (8,514 ) 2017 1993
Mockingbird Commons TX 3,000 10,728 3,487 3,000 14,215 17,215 (9,400 ) 1987 1999
Monument Jackson Creek CO 2,999 6,765 1,450 2,999 8,215 11,214 (6,948 ) 1999 1998
Morningside Plaza CA 4,300 13,951 1,258 4,300 15,209 19,509 (10,138 ) 1996 1999
Murrayhill Marketplace OR 2,670 18,401 14,854 2,903 33,022 35,925 (21,506 ) 2016 1999
Naples Walk FL 18,173 13,554 2,360 18,173 15,914 34,087 (9,075 ) 1999 2007
New City PCSB Bank Pad NY 837 1,306 (2,143 ) 1973 2023
New Milford Plaza CT 7,955 18,349 105 7,955 18,454 26,409 (865 ) 1970 2023
Newberry Square FL 2,412 10,150 1,381 2,412 11,531 13,943 (10,586 ) 1986 1994
Newfield Green CT (18,737 ) 22,993 7,778 23 22,993 7,801 30,794 (542 ) 1966 2023
Newland Center CA 12,500 10,697 9,212 16,276 16,133 32,409 (12,813 ) 2016 1999
Nocatee Town Center FL 10,124 8,691 9,238 11,045 17,008 28,053 (11,935 ) 2017 2007
Nohl Plaza CA 1,688 6,733 64 1,688 6,797 8,485 (452 ) 1966 2023
North Hills TX 4,900 19,774 2,118 4,900 21,892 26,792 (12,758 ) 1995 1999
Northgate Marketplace OR 5,668 13,727 194 4,955 14,634 19,589 (8,800 ) 2011 2011
Northgate Marketplace Ph II OR 12,189 30,171 96 12,159 30,297 42,456 (12,072 ) 2015 2015
Northgate Plaza (Maxtown Road) OH 1,769 6,652 5,046 2,840 10,627 13,467 (7,715 ) 2017 1998
Northgate Square FL 5,011 8,692 1,231 5,011 9,923 14,934 (5,819 ) 1995 2007
Northlake Village TN 2,662 11,284 6,349 2,662 17,633 20,295 (8,562 ) 2013 2000
Oakbrook Plaza CA 4,000 6,668 6,300 4,766 12,202 16,968 (7,595 ) 2017 1999
Oakleaf Commons FL 3,503 11,671 2,288 3,190 14,272 17,462 (9,798 ) 2006 2006
Oakshade Town Center CA (3,253 ) 6,591 28,966 683 6,591 29,649 36,240 (13,578 ) 1998 2011
Ocala Corners FL 1,816 10,515 806 1,816 11,321 13,137 (6,559 ) 2000 2000
Old Greenwich CVS CT (846 ) 3,704 2,065 7 3,711 2,065 5,776 (91 ) 1941 2023
Old Kings Market (fka Goodwives Shopping Center) CT (22,607 ) 17,091 26,274 234 17,092 26,507 43,599 (1,125 ) 1955 2023
Old St Augustine Plaza FL 2,368 11,405 13,655 3,455 23,973 27,428 (14,422 ) 2017/2020 1996
Orange Meadows CT 4,984 16,731 940 4,984 17,671 22,655 (1,179 ) 1990 2023
Orangetown Shopping Center NY (5,885 ) 4,716 15,472 543 5,019 15,712 20,731 (754 ) 1966 2023
Pablo Plaza FL 11,894 21,407 11,900 14,135 31,066 45,201 (11,546 ) 2020 2017
Paces Ferry Plaza GA 2,812 12,639 21,281 13,803 22,929 36,732 (15,951 ) 2018 1997
Panther Creek TX 14,414 14,748 6,686 15,212 20,636 35,848 (17,087 ) 1994 2002
Pavilion FL 15,626 22,124 1,440 15,626 23,564 39,190 (7,855 ) 2011 2017
Peartree Village TN 5,197 19,746 1,115 5,197 20,861 26,058 (15,761 ) 1997 1997
Persimmon Place CA 25,975 38,114 695 26,692 38,092 64,784 (19,935 ) 2014 2014
Pike Creek DE 5,153 20,652 9,929 5,885 29,849 35,734 (17,549 ) 2013 1998

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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 2,222 21,086 30,345 51,431 (9,754 ) 1999 2017
Pine Lake Village WA 6,300 10,991 2,188 6,300 13,179 19,479 (8,772 ) 1989 1999
Pine Ridge Square FL 13,951 23,147 712 13,951 23,859 37,810 (6,682 ) 2013 2017
Pine Tree Plaza FL 668 6,220 1,045 668 7,265 7,933 (4,905 ) 1999 1997
Pinecrest Place FL 4,193 13,275 73 3,805 13,736 17,541 (4,207 ) 2017 2017
Plaza Escuela CA 24,829 104,395 4,349 24,829 108,744 133,573 (23,555 ) 2002 2017
Plaza Hermosa CA 4,200 10,109 4,094 4,202 14,201 18,403 (9,594 ) 2013 1999
Point 50 VA 15,239 11,367 307 14,628 12,285 26,913 (3,093 ) 2021 2007
Point Royale Shopping Center FL 18,201 14,889 6,936 19,386 20,640 40,026 (8,797 ) 2018 2017
Pompton Lakes Towne Square NJ 12,940 16,392 296 12,943 16,685 29,628 (798 ) 2000 2023
Post Road Plaza CT 15,240 5,196 176 15,240 5,372 20,612 (1,607 ) 1978 2017
Potrero Center CA 133,422 116,758 (88,214 ) 85,205 76,761 161,966 (17,270 ) 1997 2017
Powell Street Plaza CA 8,248 30,716 4,666 8,248 35,382 43,630 (21,132 ) 1987 2001
Powers Ferry Square GA 3,687 17,965 10,078 5,758 25,972 31,730 (23,735 ) 2013 1997
Powers Ferry Village GA 1,191 4,672 856 1,191 5,528 6,719 (4,636 ) 1994 1997
Prairie City Crossing CA 4,164 13,032 620 4,164 13,652 17,816 (8,012 ) 1999 1999
Preston Oaks TX 763 30,438 850 1,534 30,517 32,051 (6,518 ) 2022 2013
Prestonbrook TX 7,069 8,622 (511 ) 5,244 9,936 15,180 (8,475 ) 1998 1998
Prosperity Centre FL 11,682 26,215 793 11,681 27,009 38,690 (7,152 ) 1993 2017
Purchase Street Shops NY 466 1,388 10 466 1,398 1,864 (82 ) 2023
Ralphs Circle Center CA 20,939 6,317 199 20,939 6,516 27,455 (2,378 ) 1983 2017
Red Bank Village OH 10,336 9,500 1,289 9,755 11,370 21,125 (5,348 ) 2018 2006
Regency Commons OH 3,917 3,616 218 3,917 3,834 7,751 (3,016 ) 2004 2004
Regency Square FL 4,770 25,191 11,626 5,797 35,790 41,587 (28,493 ) 2013 1993
Ridgeway Shopping Center CT (41,940 ) 47,684 96,414 6,223 47,684 102,637 150,321 (4,141 ) 1952 2023
Rite Aid Plaza-Waldwick Plaza NJ 1,774 5,753 10 1,774 5,763 7,537 (233 ) 1953 2023
Rivertowns Square NY 15,505 52,505 5,592 16,853 56,749 73,602 (12,344 ) 2016 2018
Rona Plaza CA 1,500 4,917 541 1,500 5,458 6,958 (3,758 ) 1989 1999
Roosevelt Square WA 40,371 32,108 8,029 40,382 40,126 80,508 (9,021 ) 2017 2017
Russell Ridge GA 2,234 6,903 1,915 2,234 8,818 11,052 (6,574 ) 1995 1994
Ryanwood Square FL 10,581 10,044 392 10,581 10,436 21,017 (4,042 ) 1987 2017
Sammamish-Highlands WA 9,300 8,075 9,391 9,592 17,174 26,766 (12,729 ) 2013 1999
San Carlos Marketplace CA 36,006 57,886 439 36,006 58,325 94,331 (13,443 ) 2007 2017
San Leandro Plaza CA 1,300 8,226 1,782 1,300 10,008 11,308 (6,301 ) 1982 1999
Sandy Springs GA 6,889 28,056 5,146 6,889 33,202 40,091 (13,337 ) 2006 2012
Sawgrass Promenade FL 10,846 12,525 1,603 10,846 14,128 24,974 (4,538 ) 1998 2017
Scripps Ranch Marketplace CA 59,949 26,334 1,217 59,949 27,551 87,500 (6,911 ) 2017 2017
Serramonte Center CA 390,106 172,652 97,079 416,525 243,312 659,837 (89,999 ) 2018 2017
Shaw's at Plymouth MA 3,968 8,367 3,968 8,367 12,335 (2,844 ) 1993 2017
Shelton Square CT 13,383 25,265 4,340 13,383 29,605 42,988 (1,604 ) 1982 2023
Sheridan Plaza FL 82,260 97,273 16,052 83,814 111,771 195,585 (30,452 ) 1991/2022 2017
Sherwood Crossroads OR 2,731 6,360 748 2,454 7,385 9,839 (4,509 ) 1999 1999
Shiloh Springs TX 5,236 11,802 893 5,236 12,695 17,931 (1,985 ) 1998 1998
Shoppes @ 104 FL 11,193 3,232 7,078 7,347 14,425 (4,546 ) 2018 1998
Shoppes at Homestead CA 5,420 9,450 2,511 5,420 11,961 17,381 (8,233 ) 1983 1999
Shoppes at Lago Mar FL 8,323 11,347 350 8,323 11,697 20,020 (3,968 ) 1995 2017

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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
Shoppes at Sunlake Centre FL 16,643 15,091 6,701 18,001 20,434 38,435 (6,783 ) 2008 2017
Shoppes of Grande Oak FL 5,091 5,985 1,447 5,091 7,432 12,523 (6,268 ) 2000 2000
Shoppes of Jonathan's Landing FL 4,474 5,628 630 4,474 6,258 10,732 (1,889 ) 1997 2017
Shoppes of Oakbrook FL 20,538 42,992 825 20,538 43,817 64,355 (14,492 ) 2003 2017
Shoppes of Silver Lakes FL 17,529 21,829 2,386 17,529 24,215 41,744 (7,747 ) 1997 2017
Shoppes of Sunset FL 2,860 1,316 897 2,860 2,213 5,073 (572 ) 2009 2017
Shoppes of Sunset II FL 2,834 715 739 2,834 1,454 4,288 (454 ) 2009 2017
Shops at County Center VA 9,957 11,296 5,220 12,917 13,556 26,473 (12,628 ) 2005 2005
Shops at Erwin Mill NC (12,000 ) 9,082 6,124 613 9,087 6,732 15,819 (4,656 ) 2012 2012
Shops at John's Creek FL 1,863 2,014 (63 ) 1,501 2,313 3,814 (1,785 ) 2004 2003
Shops at Mira Vista TX (151 ) 11,691 9,026 714 11,691 9,740 21,431 (3,919 ) 2002 2014
Shops at Quail Creek CO 1,487 7,717 1,144 1,448 8,900 10,348 (5,075 ) 2008 2008
Shops at Saugus MA 19,201 17,984 748 18,974 18,959 37,933 (14,523 ) 2006 2006
Shops at Skylake FL 84,586 39,342 3,138 85,117 41,949 127,066 (14,308 ) 2006 2017
Shops at The Columbia DC 3,117 8,869 117 3,234 8,869 12,103 (961 ) 2006 2006
Shops on Main IN 17,020 27,055 21,272 19,648 45,699 65,347 (19,887 ) 2017/2020 2007
Somers Commons NY 7,019 29,808 3,732 7,019 33,540 40,559 (1,600 ) 2003 2023
Sope Creek Crossing GA 2,985 12,001 3,832 3,332 15,486 18,818 (11,228 ) 2016 1998
South Beach Regional FL 28,188 53,405 9,840 28,317 63,116 91,433 (16,311 ) 1990 2017
South Pass Village NJ (19,705 ) 11,079 31,610 328 11,079 31,938 43,017 (1,433 ) 1965 2023
South Point FL 6,563 7,939 681 6,563 8,620 15,183 (2,817 ) 2003 2017
Southbury Green CT 26,661 34,325 7,846 29,743 39,089 68,832 (11,640 ) 2002 2017
Southcenter WA 1,300 12,750 2,567 1,300 15,317 16,617 (10,392 ) 1990 1999
Southpark at Cinco Ranch TX 18,395 11,306 7,597 21,438 15,860 37,298 (10,862 ) 2017 2012
SouthPoint Crossing NC 4,412 12,235 1,827 4,382 14,092 18,474 (9,307 ) 1998 1998
Staples Plaza-Yorktown Heights NY 7,131 47,704 755 7,131 48,459 55,590 (1,930 ) 1970 2023
Starke FL 71 1,683 14 71 1,697 1,768 (1,029 ) 2000 2000
Star's at Cambridge MA 31,082 13,520 (1 ) 31,082 13,519 44,601 (3,928 ) 1997 2017
Star's at West Roxbury MA 21,973 13,386 700 21,973 14,086 36,059 (3,923 ) 2006 2017
Station Centre @ Old Greenwich CT 9,121 7,603 164 9,121 7,767 16,888 (424 ) 1952 2023
Sterling Ridge TX 12,846 12,162 1,617 12,846 13,779 26,625 (11,881 ) 2000 2002
Stroh Ranch CO 4,280 8,189 1,259 4,280 9,448 13,728 (7,870 ) 1998 1998
Suncoast Crossing FL 9,030 10,764 4,682 13,374 11,102 24,476 (10,251 ) 2007 2007
Sunny Valley Shops CT 2,820 5,055 99 2,820 5,154 7,974 (282 ) 2003 2023
Talega Village Center CA 22,415 12,054 135 22,415 12,189 34,604 (3,283 ) 2007 2017
Tanasbourne Market OR 3,269 10,861 (294 ) 3,149 10,687 13,836 (7,362 ) 2006 2006
Tanglewood Shopping Center NY (2,163 ) 5,920 7,889 30 5,920 7,919 13,839 (404 ) 1953 2023
Tassajara Crossing CA 8,560 15,464 3,191 8,560 18,655 27,215 (11,890 ) 1990 1999
Tech Ridge Center TX 12,945 37,169 4,616 13,455 41,275 54,730 (21,910 ) 2020 2011
The Abbot MA 72,910 6,086 52,410 79,219 52,187 131,406 (5,334 ) 1912/2024 2017
The Crossing Clarendon VA 154,932 126,328 61,508 161,378 181,390 342,768 (38,460 ) 2023 2016
The Dock-Dockside CT (32,908 ) 20,974 49,185 80 20,974 49,265 70,239 (2,116 ) 1974 2023
The Field at Commonwealth VA 31,055 18,248 112 31,056 18,359 49,415 (10,811 ) 2018 2017
The Gallery at Westbury Plaza NY 108,653 216,771 4,848 108,653 221,619 330,272 (55,108 ) 2013 2017

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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 Hub at Norwalk (fka Walmart Norwalk) CT 20,394 21,261 (2,949 ) 20,394 18,312 38,706 (3,972 ) 2003 2017
The Hub Hillcrest Market CA 18,773 61,906 7,803 19,611 68,871 88,482 (25,340 ) 2015 2012
The Longmeadow Shops MA (13,000 ) 5,451 23,738 283 5,451 24,021 29,472 (1,176 ) 1962 2023
The Marketplace CA 10,927 36,052 1,638 10,927 37,690 48,617 (9,536 ) 1990 2017
The Meadows (fka East Meadow) NY 12,325 21,378 827 12,267 22,263 34,530 (2,971 ) 1980 2021
The Plaza at St. Lucie West FL 1,718 6,204 52 1,718 6,256 7,974 (1,728 ) 2006 2017
The Point at Garden City Park NY 741 9,764 5,857 2,559 13,803 16,362 (5,973 ) 2018 2016
The Pruneyard CA 112,136 86,918 3,666 112,136 90,584 202,720 (17,715 ) 2014 2019
The Shops at Hampton Oaks GA 843 372 (195 ) 297 723 1,020 (357 ) 2009 2017
The Village at Hunter's Lake FL 9,735 12,986 35 9,735 13,021 22,756 (3,786 ) 2018 2018
The Village at Riverstone TX 17,179 13,013 (62 ) 17,179 12,951 30,130 (4,476 ) 2016 2016
Town and Country FL 4,664 5,207 22 4,664 5,229 9,893 (2,384 ) 1993 2017
Town Square FL 883 8,132 916 883 9,048 9,931 (5,990 ) 1999 1997
Towne Centre at Somers NY 3,235 30,998 162 3,236 31,159 34,395 (1,289 ) 1988 2023
Treasure Coast Plaza FL 7,553 21,554 1,570 7,553 23,124 30,677 (6,825 ) 1983 2017
Tustin Legacy CA 13,829 23,922 182 13,828 24,105 37,933 (8,446 ) 2017 2016
Twin City Plaza MA 17,245 44,225 2,724 17,263 46,931 64,194 (23,660 ) 2004 2006
Twin Peaks CA 5,200 25,827 9,788 6,585 34,230 40,815 (20,145 ) 1988 1999
Unigold Shopping Center FL 5,490 5,144 6,800 5,561 11,873 17,434 (6,702 ) 1987 2017
University Commons FL 4,070 30,785 730 4,070 31,515 35,585 (11,486 ) 2001 2015
Valencia Crossroads CA 17,921 17,659 1,873 17,921 19,532 37,453 (17,957 ) 2003 2002
Valley Ridge Shopping Center NJ (16,249 ) 13,363 19,803 118 13,363 19,921 33,284 (942 ) 1962 2023
Valley Stream NY 13,297 16,241 471 13,887 16,122 30,009 (2,034 ) 1950 2021
Van Houten Plaza NJ 2,178 2,747 454 2,178 3,201 5,379 (177 ) 1974 2023
Veterans Plaza CT 2,328 7,104 34 2,328 7,138 9,466 (346 ) 1966 2023
Village at La Floresta CA 13,140 20,559 77 13,156 20,620 33,776 (9,878 ) 2014 2014
Village at Lee Airpark MD 11,099 12,975 4,172 11,803 16,443 28,246 (16,137 ) 2014 2005
Village Center FL 3,885 14,131 10,300 5,480 22,836 28,316 (14,204 ) 2014 1995
Village Commons NY 312 5,950 298 312 6,248 6,560 (359 ) 1980 2023
Von's Circle Center CA (3,475 ) 49,037 22,618 1,594 49,037 24,212 73,249 (6,946 ) 1972 2017
Wading River NY 14,969 18,641 1,139 14,915 19,834 34,749 (2,325 ) 2002 2021
Waldwick Plaza NJ 1,724 5,824 38 1,724 5,862 7,586 (283 ) 1960 2023
Walker Center OR 3,840 7,232 12,623 4,404 19,291 23,695 (9,302 ) 1987 1999
Washington Commons NJ (8,494 ) 7,829 12,182 228 7,829 12,410 20,239 (618 ) 1992 2023
Waterstone Plaza FL 5,498 13,500 188 5,498 13,688 19,186 (4,047 ) 2005 2017
Welleby Plaza FL 1,496 7,787 2,666 1,496 10,453 11,949 (9,155 ) 1982 1996
Wellington Town Square FL 2,041 12,131 3,696 2,600 15,268 17,868 (8,450 ) 2022 1996
Westbard Square MD 127,859 21,514 42,668 120,249 71,792 192,041 (4,100 ) 2001/2024 2017
West Bird Plaza FL 12,934 18,594 371 15,386 16,513 31,899 (5,129 ) 2000/2021 2017
West Chester Plaza OH 1,857 7,572 728 1,857 8,300 10,157 (7,503 ) in process 1998
West Lake Shopping Center FL 10,561 9,792 610 10,561 10,402 20,963 (3,490 ) 2000 2017
West Park Plaza CA 5,840 5,759 3,556 5,840 9,315 15,155 (6,001 ) 1996 1999
Westbury Plaza NY (88,000 ) 116,129 51,460 6,977 117,817 56,749 174,566 (16,705 ) 2004 2017
Westchase FL 5,302 8,273 1,522 5,302 9,795 15,097 (5,277 ) 1998 2007

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Schedule III - Consolidated Real Estate and Accumulated Depreciation

December 31, 2024

(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
Westchester Commons IL 3,366 11,751 11,369 4,894 21,592 26,486 (11,906 ) 2014 2001
Westlake Village Plaza and Center CA 7,043 27,195 31,630 17,620 48,248 65,868 (38,902 ) 2015 1999
Westport Collection (fka Greens Farms Plaza) CT 4,831 3,138 1 4,831 3,139 7,970 (238 ) 1958 2023
Westport Plaza FL 9,035 7,455 (29 ) 9,035 7,426 16,461 (2,595 ) 2002 2017
Westport Row CT 43,597 16,428 15,330 46,170 29,185 75,355 (9,161 ) 2010/2020 2017
Westwood Village TX 19,933 25,301 1,192 19,378 27,048 46,426 (19,188 ) 2006 2006
Willa Springs FL (16,700 ) 13,322 15,314 3,242 13,681 18,197 31,878 (2,036 ) 2000 2000
Williamsburg at Dunwoody GA 7,435 3,721 1,266 7,444 4,978 12,422 (2,009 ) 1983 2017
Willow Festival IL 1,954 56,501 5,377 1,976 61,856 63,832 (25,219 ) 2007 2010
Willow Oaks NC 6,664 7,908 (272 ) 6,294 8,006 14,300 (4,481 ) 2014 2014
Willows Shopping Center CA 51,964 78,029 (114 ) 51,992 77,887 129,879 (24,906 ) 2015 2017
Woodcroft Shopping Center NC 1,419 6,284 1,921 1,421 8,203 9,624 (6,079 ) 1984 1996
Woodman Van Nuys CA 5,500 7,195 395 5,500 7,590 13,090 (5,037 ) 1992 1999
Woodmen Plaza CO 7,621 11,018 1,617 7,621 12,635 20,256 (12,803 ) 1998 1998
Woodside Central CA 3,500 9,288 1,069 3,489 10,368 13,857 (6,817 ) 1993 1999
Miscellaneous Investments 2,127 1,427 3,554 3,554 (1,869 )
Land held for future development 11,323 (4,612 ) 6,711 6,711
Construction in progress 215,112 215,112 215,112
(627,361 ) $ 5,502,545 6,877,520 1,318,354 5,565,585 8,132,834 13,698,419 (2,960,399 )
  • 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, 2024

(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 $11.2 billion at December 31, 2024.

The changes in total real estate assets for the years ended December 31, 2024, 2023, and 2022 are as follows:

(in thousands) 2024 2023 2022
Beginning balance $ 13,454,391 11,858,064 11,495,581
Acquired properties and land 71,334 1,445,428 224,653
Developments and improvements 328,133 206,085 171,629
Disposal of building and tenant improvements (51,671 ) (14,149 ) (29,523 )
Sale of properties (72,152 ) (19,366 ) (4,276 )
Contributed to unconsolidated joint ventures (17,518 )
Properties held for sale (21,671 )
Provision for impairment (14,098 )
Ending balance $ 13,698,419 13,454,391 11,858,064

The changes in accumulated depreciation for the years ended December 31, 2024, 2023, and 2022 are as follows:

(in thousands) 2024 2023 2022
Beginning balance $ 2,691,386 2,415,860 2,174,963
Depreciation expense 329,650 293,705 270,520
Disposal of building and tenant improvements (51,671 ) (14,149 ) (29,523 )
Sale of properties (7,842 ) (569 ) (100 )
Accumulated depreciation related to properties held for sale (3,461 )
Provision for impairment (1,124 )
Ending balance $ 2,960,399 2,691,386 2,415,860

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, 2024, 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 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, 2024.

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, 2024 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, 2024, 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 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, 2024.

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, 2024 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, 2024, 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 2025 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 2025 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, 2024)

(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 803,789 $ 3,779,916
Equity compensation plans not approved by security holders N/A N/A N/A
Total 803,789 $ 3,779,916
  • 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 2025 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 2025 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 2025 Annual Meeting of Shareholders.

Item 15. Exhibits and Financial Statement Schedules

  • Financial Statements and Financial Statement Schedules:

Regency Centers Corporation and Regency Centers, L.P. 2024 financial statements and financial statement schedule, together with the reports of KPMG LLP are listed on the index immediately preceding the financial statements within "Item 8. Financial Statements and Supplementary Data" of this Report.

  • Exhibits:

Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298.

2. Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
(a) Agreement and Plan of Merger, dated as of May 17, 2023, by and among Regency Centers Corporation, Hercules Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc. and UB Maryland II, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 18, 2023)
--- ---
3. Articles of Incorporation and Bylaws
--- --- --- --- ---
(a) Restated Articles of Incorporation of Regency Centers Corporation
(b) Amended and Restated Bylaws of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on August 5, 2022).
(c) Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. , (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014).
(d) Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series A Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-K filed on August 18, 2023)
(e) Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series B Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-K filed on August 18, 2023)
4. Instruments Defining Rights of Security Holders
(a) See Exhibits 3(a) and 3(b) for provisions of the Articles of Incorporation and Bylaws of the Parent Company defining the rights of holders of shares of the common stock and preferred stock of the Parent Company. See Exhibits 3(c), 3(d) and 3 (e) for provisions of the Partnership Agreement of Regency Centers, L.P. defining rights of holders of common and preferred units of the Operating Partnership.
(b) Indenture dated December 5, 2001 between Regency Centers, L.P., the guarantors named therein and First Union National Bank, as trustee (incorporated by reference to Exhibit 4.4 to Regency Centers, L.P.'s Form 8-K filed on December 10, 2001).
(i) First Supplemental Indenture dated as of June 5, 2007 among Regency Centers, L.P., the Company as guarantor and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as trustee (incorporated by reference to Exhibit 4.1 to Regency Centers, L.P.'s Form 8-K filed on June 5, 2007).
(ii) Second Supplemental Indenture dated as of June 2, 2010 to the Indenture dated as of December 5, 2001 between Regency Centers, L.P., Regency Centers Corporation, as guarantor, and U.S. Bank National Association, as successor to Wachovia Bank, National Association (formerly known as First Union National Bank), as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on June 3, 2010).
(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 executive 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).
(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 (incorporated by reference to Exhibit 19 to the Company's Form 10-K filed on February 16, 2024).
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).
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 14, 2025 REGENCY CENTERS CORPORATION
By: /s/ Lisa Palmer
Lisa Palmer, President and Chief Executive Officer
February 14, 2025 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 14, 2025 /s/ Martin E. Stein, Jr.
Martin E. Stein. Jr., Executive Chairman of the Board
February 14, 2025 /s/ Lisa Palmer
Lisa Palmer, President, Chief Executive Officer, and Director
February 14, 2025 /s/ Michael J. Mas
Michael J. Mas, Executive Vice President, Chief Financial Officer (Principal Financial Officer)
February 14, 2025 /s/ Terah L. Devereaux
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer)
February 14, 2025 /s/ Gary Anderson
Gary Anderson, Director
February 14, 2025 /s/ Bryce Blair
Bryce Blair, Director
February 14, 2025 /s/ C. Ronald Blankenship
C. Ronald Blankenship, Director
February 14, 2025 /s/ Kristin A. Campbell
Kristin A. Campbell, Director
February 14, 2025 /s/ Deirdre J. Evens
Deirdre J. Evens, Director
February 14, 2025 /s/ Thomas W. Furphy
Thomas W. Furphy, Director
February 14, 2025 /s/ Karin M. Klein
Karin M. Klein, Director
February 14, 2025 /s/ Peter Linneman
Peter Linneman, Director
February 14, 2025 /s/ David P. O'Connor
David P. O'Connor, Director
February 14, 2025 /s/ James H Simmons
James H. Simmons, Director

EX-3.(a)

RESTATED

ARTICLES OF INCORPORATION OF REGENCY CENTERS CORPORATION

Pursuant to Sections 607.1002 and 607.1007 of the Florida Business Corporation Act, Regency Centers Corporation (“Corporation”) certifies as follows:

FIRST: The Corporation is named “Regency Centers Corporation” and was originally incorporated in the State of Florida on July 8, 1993, effective July 9, 1993, under the name Regency Realty Corporation.

SECOND: These Restated Articles of Incorporation restate, integrate, and supersede in their entirety any and all prior Restated Articles of Incorporation, Articles of Incorporation, and any Articles of Amendment or Certificates of Designation thereto, filed with the State of Florida from the date of the Corporation’s original incorporation through the date hereof (“Original Articles”) and amend the Original Articles to delete the reference to the Corporation’s initial registered agent and registered office.

THIRD: These Restated Articles of Incorporation were approved at a meeting of the directors of this Corporation on November 6, 2024. Shareholder approval was not required for this restatement and amendment.

The existing Restated Articles of Incorporation of this Corporation have been further restated in their entirety to read as follows:

  • NAME AND ADDRESS

  • Name. The name of the corporation is Regency Centers Corporation.

  • Address of Principal Office. The address of the principal office of the Corporation is One Independent Drive, Suite 114, Jacksonville, Florida 32202.

  • DURATION

  • Duration. The Corporation shall exist perpetually.

  • PURPOSES

  • Purposes. This corporation is organized for the purpose of transacting any or all lawful business permitted under the laws of the United States and of the State of Florida.

  • CAPITAL STOCK

  • Authorized Capital. The maximum number of shares of stock which the Corporation is authorized to have outstanding at any one time is two hundred and sixty million (260,000,000) shares (the “Capital Stock”) divided into classes as follows:

  • Thirty million (30,000,000) shares of preferred stock having a par value of $0.01 per share (the “Preferred Stock”), and which may be issued in one or more classes or series as further described in Section 4.2; and

  • Two hundred twenty million (220,000,000) shares of voting common stock having a par value of $0.01 per share (the “Common Stock”); and

  • Ten million (10,000,000) shares of common stock having a par value of $0.01 per share (the “Special Common Stock”) and which may be issued in one or more classes or series as further described in Section 4.4.

All such shares shall be issued fully paid and nonassessable.

  • Preferred Stock. The Board of Directors is authorized to provide for the issuance of the Preferred Stock in one or more classes and in one or more series within a class and, by filing the appropriate Articles of Amendment with the Secretary of State of Florida which shall be effective without shareholder action, is authorized to establish the number of shares to be included in each class and each series and the preferences, limitations and relative rights of each class and each series. Such preferences must include the preferential right to receive distributions of dividends or the preferential right to receive distributions of assets upon the dissolution of the Corporation before shares of Common Stock are entitled to receive such distributions.

  • Series A Preferred Stock. A series of preferred stock is designated the 6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”). The number of shares constituting the Series A Preferred Stock shall initially be 4,600,000.

  • Defined Terms. The terms defined in this Section 4.2.1, whenever used herein, shall, unless the context otherwise requires, have the respective meanings hereinafter specified:

  • “Alternative Conversion Consideration” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “Alternative Form Consideration” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “Annual Dividend Rate” shall have the meaning set forth in Section 4.2.1(d)(i).

  • “Articles” shall mean these Restated Articles of Incorporation.

  • “Board of Directors” shall mean the Board of Directors of the Corporation or any committee authorized by the Board of Directors to perform any of its responsibilities with respect to the Series A Preferred Stock.

  • “business day” shall mean any day, other than a Saturday or Sunday, which is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

  • “Change of Control” occurs when, after the Series A Preferred Stock issue date, the following have occurred and are continuing:

  • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of common stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of common stock entitled to vote generally in the election of directors (and such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

  • following the closing of any transaction referred to in (a) above, neither the Corporation nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed or quoted on the NYSE, the NYSE American or the NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or the NASDAQ.

  • “Change of Control Conversion Right” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “Change of Control Redemption Right” shall have the meaning set forth in Section 4.2.1(g).

  • “Code” shall have the meaning set forth in Section 4.2.1(d)(v).

  • “common stock” shall mean the common stock, par value $0.01 per share, of the Corporation and any stock into which such common stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such common stock, and all other stock of any class or classes (however designated) of the Corporation the holders of which have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating dividends after the

  • payment of dividends and distributions on any shares entitled to preference.

  • “Common Share Conversion Consideration” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “Common Stock Price” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “Conversion Agent” shall have the meaning set forth in Section 4.2.1(i)(iv).

  • “Conversion Consideration” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “Conversion Date” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “Corporation” shall have the meaning set forth in these Articles.

  • “Dividend Payment Date” shall have the meaning set forth in Section 4.2.1(d)(ii).

  • “Dividend Record Date” shall have the meaning set forth in Section 4.2.1(d)(ii).

  • “Event” shall have the meaning set forth in Section 4.2.1(j)(iii)(2).

  • “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

  • “Exchange Cap” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “FBCA” shall mean the Florida Business Corporation Act.

  • “Liquidation Preference” shall have the meaning set forth in Section 4.2.1(e)(i).

  • “NASDAQ” shall mean the Nasdaq Stock Market or any exchange or quotation system that is a successor to the Nasdaq Stock Market on which the Series A Preferred Stock is listed or quoted.

  • “NYSE” shall mean the New York Stock Exchange or any exchange or quotation system that is a successor to the New York Stock Exchange on which the Series A Preferred Stock is listed or quoted.

  • “NYSE American” shall mean the NYSE American or any exchange or quotation system that is a successor to the NYSE

  • American on which the Series A Preferred Stock is listed or quoted.

  • “Optional Redemption Right” shall have the meaning set forth in Section 4.2.1(f).

  • “Parity Preferred” shall have the meaning set forth in Section 4.2.1(j)(ii).

  • “person” shall mean any natural person, corporation, limited partnership, limited liability company, general partnership, joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, or any governmental authority.

  • “Preferred Dividend Default” shall have the meaning set forth in Section 4.2.1(j)(ii).

  • “Preferred Stock Director” shall have the meaning set forth in Section 4.2.1(j)(ii).

  • “REIT” shall have the meaning set forth in Section 4.2.1(d)(v).

  • “Rights and Preferences” shall have the meaning set forth in Section 4.2.1(j)(iii)(2).

  • “Series A Preferred Stock” shall have the meaning set forth in Section 4.2.1.

  • “Series B Preferred Stock” shall mean the 5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Corporation.

  • “Set Apart for Payment” shall be deemed to include, without any action other than the following, the recording by the Corporation in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a dividend or other distribution by the Board of Directors, the allocation of funds to be so paid on any series or class of stock of the Corporation.

  • “Share Cap” shall have the meaning set forth in Section 4.2.1(i)(i).

  • “Share Split” shall have the meaning set forth in Section 4.2.1(i)(i).

  • Maturity. The Series A Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

  • Ranking. The Series A Preferred Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation,

  • rank (a) senior to all classes or series of common stock of the Corporation, and to all equity securities issued by the Corporation ranking junior to the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation, (b) on a parity with the Series B Preferred Stock, and with all other equity securities issued by the Corporation, the terms of which specifically provide that such equity securities rank on a parity with the Series B Preferred Stock and the Series A Preferred Stock with respect to dividend rights or other rights upon liquidation, dissolution or winding up of the Corporation, and (c) junior to all existing and future indebtedness of the Corporation, and to any equity securities that the Corporation may issue in the future the terms of which specifically provide that such equity securities rank senior to the Series A Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation.

  • Dividends.

  • Holders of shares of the Series A Preferred Stock are entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.5625 per share of the Series A Preferred Stock (the “Annual Dividend Rate”), which is equivalent to a rate of 6.250% per annum of the Liquidation Preference.

  • Dividends on the Series A Preferred Stock shall be cumulative from and including August 1, 2023 and shall be payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31, respectively, of each year, or, if any such date shall not be a business day, not later than the next succeeding business day (each, a “Dividend Payment Date”). The amount of dividends payable on each Dividend Payment Date for the Series A Preferred Stock shall be computed by dividing the Annual Dividend Rate by four. The first dividend will be payable on October 31, 2023, with respect to the period commencing on August 1, 2023, as if the Series A Preferred Stock was issued and outstanding on that date and ending October 31, 2023. The amount of any dividend payable on the Series A Preferred Stock with respect to any period (that is shorter or longer than one full quarterly period) will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date determined each quarter by the Board of Directors, as provided by the FBCA, which shall not be more than 30 days preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”).

  • No dividends on shares of Series A Preferred Stock shall be authorized by the Board of Directors or declared or paid or set apart for payment by the Corporation at such time as the terms and

  • provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart shall be restricted or prohibited by law.

  • Notwithstanding the foregoing, dividends on outstanding shares of the Series A Preferred Stock will accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Accrued but unpaid dividends on shares of the Series A Preferred Stock will not bear interest and holders of shares of the Series A Preferred Stock will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth in the next sentence, no dividends will be authorized, declared and paid or authorized, declared and set apart for payment on any capital stock of the Corporation ranking, as to dividends, on a parity with the Series A Preferred Stock (other than a dividend in shares of the common stock or in shares of any other class of stock ranking junior to the Series A Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative dividends have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for such payment on outstanding shares of the Series A Preferred Stock for all past dividend periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series A Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred Stock, all dividends authorized and declared upon the Series A Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series A Preferred Stock shall be authorized and declared ratably so that the amount of dividends authorized and declared per share of Series A Preferred Stock and such other series of preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series A Preferred Stock and such other series of preferred stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other.

  • Except as described in Section 4.2.1(d)(iv) above, unless full cumulative dividends on outstanding shares of the Series A Preferred Stock have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, no dividends (other than in shares of common stock or other shares of capital stock ranking junior to the Series A

  • Preferred Stock as to dividends and upon liquidation) shall be authorized, declared and paid or authorized, declared and set apart for payment nor shall any other distribution be authorized and declared or made upon the common stock, or any other capital stock of the Corporation ranking junior to or on a parity with the Series A Preferred Stock as to dividends or upon liquidation, nor shall any shares of common stock, or any other shares of capital stock of the Corporation ranking junior to or on a parity with the Series A Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation ranking junior to the Series A Preferred Stock as to dividends and upon liquidation or redemption for the purpose of preserving the Corporation’s qualification as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Holders of shares of the Series A Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series A Preferred Stock as provided above. Any dividend payment made on shares of the Series A Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. So long as no dividends are in arrears, the Corporation shall be entitled at any time and from time to time to repurchase shares of Series A Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws.

  • Liquidation Preference.

  • Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series A Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not declared), but without interest, before any distribution of assets is made to holders of common stock or any other class or series of capital stock of the Corporation that ranks junior to the Series A Preferred Stock as to liquidation rights. However, the holders of the shares of Series A Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Corporation’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series A Preferred Stock has been paid in full. The holders of Series A Preferred Stock and all series or classes of the Corporation’s capital stock which rank on a parity as to liquidation

  • rights with the Series A Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Corporation that ranks senior to the Series A Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series A Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series A Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

  • In determining whether a distribution to holders of Series A Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the FBCA, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of shares of stock of the Corporation whose preferential rights upon dissolution are superior to those receiving the distribution.

  • Optional Redemption. The Corporation may, at its option, upon notice pursuant to Section 4.2.1(h) hereof, redeem shares of the Series A Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon to, but not including, the date fixed for redemption (except for dividends payable as described in the last sentence of Section 4.2.1(h)(i) without interest (the “Optional Redemption Right”). In addition to the Optional Redemption Right, in order to ensure that the Corporation remains qualified as a REIT under the Code, the Corporation will have the right to purchase from a holder of shares of Series A Preferred Stock at any time any shares of Series A Preferred Stock held by such holder in excess of 7% of the value of the outstanding capital stock of the Corporation in accordance with Article 5 of these Articles or any successor provision or other provision of these Articles as in effect from time to time limiting ownership of stock of the Corporation.

  • Special Optional Redemption. In the event of a Change of Control of the Corporation, the Corporation shall have the right, at the Corporation’s option, to redeem the shares of each holder of Series A Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon (whether or not declared) (except for dividends payable as described in the last sentence of

  • Section 4.2.1(h)(i) to, but not including, the date fixed for redemption (a “Change of Control Redemption Right”).

  • Redemption Procedures.

  • The Corporation shall give notice of redemption by mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, addressed to the respective holders of record of the Series A Preferred Stock to be redeemed at their respective addresses as they appear on the stock transfer records of the Corporation. No failure to give such notice or any defect in the notice or in the mailing of the notice will affect the validity of the proceedings for the redemption of any shares of Series A Preferred Stock, except as to a holder to whom notice was defective or not given. Each notice will state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series A Preferred Stock to be redeemed; (iv) the place or places where the Series A Preferred Stock is to be surrendered for payment of the redemption price; (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date; and (vi) if such redemption is being made in connection with a Change of Control, holders of Series A Preferred Stock being so called for redemption will not be able to tender such shares of Series A Preferred Stock for conversion in connection with the Change of Control and each share of Series A Preferred Stock tendered for conversion that is called, prior to the Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Conversion Date. Notwithstanding the foregoing, no notice of redemption will be required where the Corporation elects to redeem Series A Preferred Stock to preserve its REIT qualification. If the Corporation redeems less than all of the Series A Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of shares of Series A Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series A Preferred Stock are to be redeemed, the shares to be redeemed will be selected by lot or pro rata. If a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, each holder of Series A Preferred Stock at the close of business on the applicable Dividend Record Date is entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before the Dividend Payment Date.

  • If the Corporation has given notice of redemption of any shares of Series A Preferred Stock and has set apart for payment the funds necessary for the redemption for the benefit of the holders of any shares of Series A Preferred Stock called for redemption, then from and after the redemption date (i) dividends will cease to accrue on such shares of Series A Preferred Stock, (ii) the shares of Series A Preferred Stock will no longer be deemed outstanding

  • and (iii) all rights of the holders of the shares will terminate, except the right to receive the redemption price.

  • If full cumulative dividends on the Series A Preferred Stock have not been paid or declared and set apart for payment for all prior dividend periods, the Corporation may not redeem any shares of Series A Preferred Stock unless it simultaneously redeems all outstanding shares of Series A Preferred Stock, and the Corporation will not purchase or otherwise acquire directly or indirectly any shares of Series A Preferred Stock (except by exchange for shares of capital stock ranking junior to the Series A Preferred Stock as to dividends and upon liquidation). So long as no dividends are in arrears, the Corporation is entitled, at any time and from time to time, to repurchase shares of Series A Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable law.

  • Conversion Rights.

  • Upon the occurrence of a Change of Control, unless, prior to the Conversion Date, the Corporation provides notice of redemption of such shares of Series A Preferred Stock pursuant to Section 4.2.1(h), then, unless the holders of the Series A Preferred Stock will receive Alternative Form Consideration pursuant to this Section 4.2.1(i)(i), each holder of shares of Series A Preferred Stock shall have the right, subject to Section 4.2.1(i)(xi), to convert all or part of the Series A Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Conversion Date into a number of shares of common stock per share of Series A Preferred Stock to be converted (the “Common Share Conversion Consideration”) equal to the lesser of (i) the quotient obtained by dividing (A) the sum of $25.00 plus (subject to Section 4.2.1(i)(iii) hereof) the amount of any accrued and unpaid dividends thereon (whether or not declared) to, but not including, the Conversion Date, by (B) the Common Stock Price and (ii) 0.6709 (as adjusted pursuant to the immediately succeeding paragraph, the “Share Cap”).

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a common stock dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to the common stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of common stock that is equivalent to the product obtained by multiplying (x) the Share Cap in effect immediately prior to such Share Split by (y) a fraction, the numerator of which is the number of shares of common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of common stock outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of common stock (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right and in respect of the Series A Preferred Stock shall not exceed 3,086,140 shares of common stock (or equivalent Alternative Conversion Consideration, as applicable), subject to increase on a pro rata basis if the number of authorized shares of Series A Preferred Stock increases after the first date on which any shares of the Series A Preferred Stock are issued (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.

In the case of a Change of Control pursuant to which, or in connection with which, shares of common stock shall be converted into cash, securities or other property or assets, including any combination thereof (the “Alternative Form Consideration”), a holder of shares of Series A Preferred Stock shall receive upon conversion of such shares of Series A Preferred Stock (subject to the immediately succeeding paragraph) the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of common stock equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration” and, together with the Common Share Conversion Consideration, the “Conversion Consideration”).

If holders of shares of common stock have the opportunity to elect the form of consideration to be received in connection with the Change of Control, the consideration that the holders of Series A Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality of the shares of common stock held by shareholders who participate in the election and shall be subject to any limitations to which all holders of common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Change of Control.

The “Conversion Date” with respect to any Change of Control shall be a business day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice of the Change of Control pursuant to Section 4.2.1(i)(iv).

The “Common Stock Price” for any Change of Control shall be (x) the amount of cash consideration per share of common stock, if the consideration to be received in the Change of Control by holders of shares of common stock is solely cash, and (y) the average of the closing prices per share of common stock on the

NYSE, the NYSE American or the NASDAQ for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of shares of common stock is other than solely cash (including if such holders do not receive consideration).

  • No fractional shares of common stock shall be issued upon the conversion of Series A Preferred Stock. In lieu of fractional shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.

  • If a Conversion Date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of shares of Series A Preferred Stock at the close of business on such Dividend Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date in accordance with Section 4.2.1(d) hereof, notwithstanding the conversion of such shares on or prior to such Dividend Payment Date, but the Common Share Conversion Consideration shall not be calculated to include such accrued and unpaid dividends.

  • Within 15 days following the occurrence of a Change of Control, the Corporation shall deliver a notice of the occurrence of the Change of Control, describing the resulting Change of Control Conversion Right, to the holders of record of the outstanding shares of Series A Preferred Stock at their addresses as they appear on the Corporation’s stock transfer records. No failure to give such a notice or any defect thereto or in the mailing thereof shall affect the sufficiency of the notice or validity of the proceedings for the conversion of any share of Series A Preferred Stock, except as to the holder to whom notice was defective or not given. A notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received such notice. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series A Preferred Stock may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Conversion Date; (vi) that if, prior to the Conversion Date, the Corporation provides notice of its election to redeem all or any portion of the Series A Preferred Stock, the holder will not be able to convert the shares of Series A Preferred Stock called for redemption, and such shares of Series A Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series A Preferred Stock converted; (viii) the name

  • and address of the paying agent and the conversion agent (the “Conversion Agent”); and (ix) the procedures that the holders of Series A Preferred stock must follow to exercise the Change of Control Conversion Right.

  • The Corporation shall issue a press release for publication on the Dow Jones & Corporation, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in such a notice, and post such a notice on the Corporation’s website, in any event prior to the opening of business on the first business day following any date on which the Corporation provides notice pursuant to Section 4.2.1(i)(iv) to the holders of record of Series A Preferred Stock.

  • In order to exercise the Change of Control Conversion Right, a holder of record of shares of Series A Preferred Stock shall be required to deliver, on or before the close of business on the Conversion Date, the certificates, if any, representing any certificated shares of Series A Preferred Stock to be converted, duly endorsed for transfer, together with a written notice of exercise and any other documents the Corporation reasonably requires in connection with such conversion, to the Conversion Agent. Such notice shall state the number of shares of Series A Preferred Stock to be converted. Notwithstanding the foregoing if the shares of Series A Preferred Stock are held in global form, such notice shall instead comply with applicable procedures of The Depository Trust Company.

  • Holders of Series A Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part), by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on the business day prior to the Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series A Preferred Stock; (ii) if certificated shares of Series A Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn shares of Series A Preferred Stock; and (iii) the number of shares of Series A Preferred Stock, if any, which remain subject to the notice of exercise. Notwithstanding the foregoing, if the shares of Series A Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of The Depository Trust Company.

  • Shares of Series A Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the notice of exercise has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the

  • Conversion Date unless, prior to the Conversion Date, the Corporation provides notice of its election to redeem such shares of Series A Preferred Stock, whether pursuant to its Optional Redemption Right or Change of Control Redemption Right.

  • The Corporation shall deliver the applicable Conversion Consideration no later than the third business day following the Conversion Date.

  • In connection with the exercise of any Change of Control Conversion Right, the Corporation shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series A Preferred Stock into Conversion Consideration.

  • Notwithstanding anything to the contrary in this Section 4.2.1(i), no holder of Series A Preferred Stock will be entitled to convert any shares of Series A Preferred Stock into shares of common stock to the extent that receipt of shares of common stock upon the conversion of such shares of Series A Preferred Stock in accordance with this Section 4.2.1(i) would cause such person or any other person to violate Article 5 of these Articles or any successor provision or other provision of these Articles as in effect from time to time limiting ownership of stock of the Corporation.

  • Voting Rights.

  • Holders of the Series A Preferred Stock will not have any voting rights, except as set forth below.

  • Whenever dividends on any shares of Series A Preferred Stock shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive (a “Preferred Dividend Default”), the number of directors then constituting the Board of Directors shall be increased by two (if not already increased by reason of a similar arrearage with respect to any Parity Preferred (as hereinafter defined)), and the holders of such shares of Series A Preferred Stock will be entitled to vote separately as a class with all other series of preferred stock ranking on a parity with the Series A Preferred Stock as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable, including, in that instance, Series B Preferred Stock (“Parity Preferred”), in order to fill the vacancies thereby created, for the election of a total of two additional directors of the Corporation (the “Preferred Stock Directors”) at a special meeting called by the Corporation at the request of holders of record of at least 10% of the Series A Preferred Stock or the holders of record of at least 10% of any series of Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual meeting of shareholders) or at the next annual meeting of shareholders, and at each subsequent annual

  • meeting until (or, if the directors are divided into classes, at the conclusion of the terms of each Preferred Stock Director) all dividends accrued on such shares of Series A Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period shall have been fully paid. In the event the directors of the Corporation are divided into classes, each such vacancy shall be apportioned among the classes of directors to prevent stacking in any one class and to ensure that the number of directors in each of the classes of directors are as nearly equal as possible. Each Preferred Stock Director, as a qualification for election as such (and regardless of how elected) shall submit to the Board of Directors a duly executed, valid, binding and enforceable letter of resignation from the Board of Directors, to be effective upon the date upon which all dividends accrued on such shares of Series A Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period shall have been fully paid, whereupon the terms of office of all persons elected as Preferred Stock Directors by the holders of the Series A Preferred Stock and any Parity Preferred shall, upon the effectiveness of their respective letters of resignation, forthwith terminate, and the number of directors then constituting the Board of Directors shall be reduced accordingly. A quorum for any meeting shall exist if at least a majority of the outstanding shares of Series A Preferred Stock and shares of Parity Preferred upon which like voting rights have been conferred and are exercisable are represented in person or by proxy at such meetings. Such Preferred Stock Directors shall be elected upon the affirmative vote of a plurality of the shares of Series A Preferred Stock and such Parity Preferred (regardless of liquidation preference) present and voting in person or by proxy at a duly called and held meeting at which a quorum is present. If and when all accrued dividends and the dividend for the then current dividend period on the Series A Preferred Stock shall have been paid in full, the holders thereof shall be divested of the foregoing voting rights (subject to revesting in the event of each and every Preferred Dividend Default). Any Preferred Stock Director may be removed at any time with or without cause by, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of the Series A Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Stock Director may be filled by written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series A Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). The Preferred Stock Directors shall each be

  • entitled to one vote per director on any matter properly coming before the Board of Directors. Notwithstanding the foregoing, in no event shall the holders of Series A Preferred Stock be entitled pursuant to this Section 4.2.1(j)(ii) to elect a director that would cause the Corporation to fail to satisfy a requirement relating to director independence of any securities exchange on which any class or series of the Corporation’s stock is listed.

  • So long as any shares of Series A Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by these Articles, the affirmative vote of at least two-thirds of the votes entitled to be cast by the holders of Series A Preferred Stock, at the time outstanding, voting separately as a class, given in person or by proxy, either in writing without a meeting or by vote at any meeting, shall be necessary for effecting or validating:

  • any voluntary termination or revocation of the status of the Corporation as a REIT;

  • any amendment, alteration or repeal of any of the provisions of these Articles (whether by merger, consolidation or otherwise (an “Event”)) that materially and adversely affects any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption (the “Rights and Preferences”) of the Series A Preferred Stock or the holders thereof; provided, however, that (x) the amendment of the provisions of these Articles so as to authorize, create or increase the authorized amount of any shares ranking on parity with or junior to the Series A Preferred Stock as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up (including any increase in the number of authorized shares of Series A Preferred Stock) shall not be deemed to materially adversely affect the Rights and Preferences, and (y) any filing with the Florida Division of Corporations by the Corporation, including in connection with an Event, shall not be deemed to be an amendment, alteration or repeal of any of the provisions of these Articles that materially and adversely affects the Rights and Preferences, provided that: (1) the Corporation is the surviving entity and the Series A Preferred Stock remain outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; or (2) the resulting, surviving or transferee entity is organized under the laws of any state and substitutes or exchanges the Series A Preferred Stock for other preferred stock, shares or other equity interests having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof that are substantially similar to that of the Series A Preferred Stock (except for changes that do not materially and adversely affect the holders of Series A Preferred Stock); or

  • the authorization, creation or the increase in the authorized number of shares of any class or series, or any security convertible into shares of any class or series of stock of the Corporation ranking senior to the Series A Preferred Stock as to distribution on any liquidation, dissolution or winding up of the Corporation or as to the payment of dividends;

provided, however, that, in the case of each of subparagraphs (i), (ii) and (iii), no such vote of the holders of Series A Preferred Stock shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, as the case may be, all outstanding shares of Series A Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption or, in the case of an Event, regardless of the date of the transaction, the holders of the Series A Preferred Stock receive in the transaction their liquidation preference plus accrued and unpaid dividends.

For purposes of determining the voting rights of the holders of the Series A Preferred Stock under this Section 4.2.1(j)(iii), each holder will be entitled to one vote for each Liquidation Preference per share with respect to shares of the Series A Preferred Stock held by such holder. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of the Series A Preferred Stock has been cast or given on any matter on which the holders of shares of the Series A Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.

  • As to any voting right set forth in Section 4.2.1(j)(iii), the holders of Series A Preferred Stock shall have exclusive voting rights on any proposed amendment to these Articles that would alter only the contract rights of the Series A Preferred Stock.

  • Except as expressly stated in these Articles, the Series A Preferred Stock will not have any relative, participating, optional or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action, including, but not limited to, any merger or consolidation involving the Corporation, or a sale of all or substantially all of the assets of the Corporation, or the liquidation or dissolution of the Corporation, irrespective of the effect that such merger, consolidation, sale, liquidation or dissolution may have upon the rights, preferences or voting power of the holders of the Series A Preferred Stock.

  • Information Right. During any period during which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) of the

  • Exchange Act and any shares of Series A Preferred Stock are outstanding, the Corporation will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series A Preferred Stock, as their names and addresses appear in the Corporation’s record books and without cost to such holders, copies of annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Corporation would have been required to file with the United States Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Corporation were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Corporation would have been required to file such reports with the United States Securities and Exchange Commission if the Corporation were subject to Section 13 or 15(d) of the Exchange Act (in each case, based on the dates on which the Corporation would be required to file such periodic reports if it were an “accelerated filer” within the meaning of the Exchange Act), and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of the Series A Preferred Stock.

  • Series B Preferred Stock. A series of preferred stock is designated the 5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”). The number of shares constituting the Series B Preferred Stock shall initially be 4,400,000.

  • Defined Terms. The terms defined in this Section 4.2.2, whenever used herein, shall, unless the context otherwise requires, have the respective meanings hereinafter specified:

  • “Alternative Conversion Consideration” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “Alternative Form Consideration” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “Annual Dividend Rate” shall have the meaning set forth in Section 4.2.2(d)(i).

  • “Articles” shall have these Articles of Incorporation.

  • “Board of Directors” shall mean the Board of Directors of the Corporation or any committee authorized by the Board of Directors to perform any of its responsibilities with respect to the Series B Preferred Stock.

  • “business day” shall mean any day, other than a Saturday or Sunday, which is neither a legal holiday nor a day on which banking institutions in New York, New York are authorized or required by law, regulation or executive order to close.

  • “Change of Control” occurs when, after the Series B Preferred Stock issue date, the following have occurred and are continuing:

  • the acquisition by any person, including any syndicate or group deemed to be a “person” under Section

  • 13(d)(3) of the Exchange Act of beneficial ownership, directly or indirectly, through a purchase, merger or other acquisition transaction or series of purchases, mergers or other acquisition transactions of shares of common stock entitling that person to exercise more than 50% of the total voting power of all outstanding shares of common stock entitled to vote generally in the election of directors (and such person will be deemed to have beneficial ownership of all securities that such person has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition); and

  • following the closing of any transaction referred to in (a) above, neither the Corporation nor the acquiring or surviving entity has a class of common securities (or American Depositary Receipts representing such securities) listed or quoted on the NYSE, the NYSE American or the NASDAQ, or listed or quoted on an exchange or quotation system that is a successor to the NYSE, the NYSE American or the NASDAQ.

  • “Change of Control Conversion Right” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “Change of Control Redemption Right” shall have the meaning set forth in Section 4.2.2(g).

  • “Code” shall have the meaning set forth in Section 4.2.2(d)(v).

  • “common stock” shall mean the common stock, par value $0.01 per share, of the Corporation and any stock into which such common stock shall have been changed or any stock resulting from any capital reorganization or reclassification of such common stock, and all other stock of any class or classes (however designated) of the Corporation the holders of which have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating dividends after the payment of dividends and distributions on any shares entitled to preference.

  • “Common Share Conversion Consideration” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “Common Stock Price” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “Conversion Agent” shall have the meaning set forth in Section 4.2.2(i)(iv).

  • “Conversion Consideration” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “Conversion Date” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “Corporation” shall have the meaning these Articles.

  • “Dividend Payment Date” shall have the meaning set forth in Section 4.2.2(d)(ii).

  • “Dividend Record Date” shall have the meaning set forth in Section 4.2.2(d)(ii).

  • “Event” shall have the meaning set forth in Section 4.2.2(j)(iii)(2).

  • “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

  • “Exchange Cap” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “FBCA” shall mean the Florida Business Corporation Act.

  • “Liquidation Preference” shall have the meaning set forth in Section 4.2.2(e)(i).

  • “NASDAQ” shall mean the Nasdaq Stock Market or any exchange or quotation system that is a successor to the Nasdaq Stock Market on which the Series B Preferred Stock is listed or quoted.

  • “NYSE” shall mean the New York Stock Exchange or any exchange or quotation system that is a successor to the New York Stock Exchange on which the Series B Preferred Stock is listed or quoted.

  • “NYSE American” shall mean the NYSE American or any exchange or quotation system that is a successor to the NYSE American on which the Series B Preferred Stock is listed or quoted.

  • “Optional Redemption Date” shall mean October 1, 2024.

  • “Optional Redemption Right” shall have the meaning set forth in Section 4.2.2(f).

  • “Parity Preferred” shall have the meaning set forth in Section 4.2.2(j)(ii).

  • “person” shall mean any natural person, corporation, limited partnership, limited liability company, general partnership, joint stock company, joint venture, association, company, trust, bank,

  • trust company, land trust, business trust or other organization, whether or not a legal entity, or any governmental authority.

  • “Preferred Dividend Default” shall have the meaning set forth in Section 4.2.2(j)(ii).

  • “Preferred Stock Director” shall have the meaning set forth in Section 4.2.2(j)(ii).

  • “REIT” shall have the meaning set forth in Section 4.2.2(d)(v).

  • “Rights and Preferences” shall have the meaning set forth in Section 4.2.2(j)(iii)(2).

  • “Series A Preferred Stock” shall mean the 6.25% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Corporation.

  • “Series B Preferred Stock” shall have the meaning set forth in Section 4.2.2.

  • “set apart for payment” shall be deemed to include, without any action other than the following, the recording by the Corporation in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a dividend or other distribution by the Board of Directors, the allocation of funds to be so paid on any series or class of stock of the Corporation.

  • “Share Cap” shall have the meaning set forth in Section 4.2.2(i)(i).

  • “Share Split” shall have the meaning set forth in Section 4.2.2(i)(i).

  • Maturity. The Series B Preferred Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption.

  • Ranking. The Series B Preferred Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, rank (a) senior to all classes or series of common stock of the Corporation, and to all equity securities issued by the Corporation ranking junior to the Series B Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation, (b) on a parity with the Series A Preferred Stock, and with all other equity securities issued by the Corporation, the terms of which specifically provide that such equity securities rank on a parity with the Series A Preferred Stock and the Series B Preferred Stock with respect to dividend rights or other rights upon liquidation, dissolution or winding up of the Corporation, and (c) junior to all existing and future indebtedness of the Corporation, and to any equity securities that the Corporation may issue in the future the terms of which specifically provide that such equity securities rank senior to the Series B Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation.

  • Dividends.

  • Holders of shares of the Series B Preferred Stock are entitled to receive, when and as authorized by the Board of Directors and declared by the Corporation, out of funds legally available for the payment of dividends, preferential cumulative dividends payable in cash at the rate per annum of $1.4688 per share of the Series B Preferred Stock (the “Annual Dividend Rate”), which is equivalent to a rate of 5.875% per annum of the Liquidation Preference.

  • Dividends on the Series B Preferred Stock shall be cumulative from and including August 1, 2023 and shall be payable in arrears for each quarterly period ending January 31, April 30, July 31 and October 31 on January 31, April 30, July 31 and October 31, respectively, of each year, or, if any such date shall not be a business day, not later than the next succeeding business day (each, a “Dividend Payment Date”). The amount of dividends payable on each Dividend Payment Date for the Series B Preferred Stock shall be computed by dividing the Annual Dividend Rate by four. The first dividend will be payable on October 31, 2023, with respect to the period commencing on August 1, 2023, as if the Series B Preferred Stock was issued and outstanding on that date and ending October 31, 2023. The amount of any dividend payable on the Series B Preferred Stock with respect to any period (that is shorter or longer than one full quarterly period) will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends will be payable to holders of record as they appear in the stock records of the Corporation at the close of business on the applicable record date determined each quarter by the Board of Directors, as provided by the FBCA, which shall not be more than 30 days preceding the applicable Dividend Payment Date (each, a “Dividend Record Date”).

  • No dividends on shares of Series B Preferred Stock shall be authorized by the Board of Directors or declared or paid or set apart for payment by the Corporation at such time as the terms and provisions of any agreement of the Corporation, including any agreement relating to its indebtedness, prohibits such authorization, declaration, payment or setting apart for payment or provides that such authorization, declaration, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such authorization, declaration, payment or setting apart shall be restricted or prohibited by law.

  • Notwithstanding the foregoing, dividends on outstanding shares of the Series B Preferred Stock will accrue whether or not the Corporation has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are authorized or declared. Accrued but unpaid dividends on shares of the Series B Preferred Stock will not bear

  • interest and holders of shares of the Series B Preferred Stock will not be entitled to any distributions in excess of full cumulative distributions described above. Except as set forth in the next sentence, no dividends will be authorized, declared and paid or authorized, declared and set apart for payment on any capital stock of the Corporation ranking, as to dividends, on a parity with the Series B Preferred Stock (other than a dividend in shares of the common stock or in shares of any other class of stock ranking junior to the Series B Preferred Stock as to dividends and upon liquidation) for any period unless full cumulative dividends have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for such payment on outstanding shares of the Series B Preferred Stock for all past dividend periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series B Preferred Stock and the shares of any other series of preferred stock ranking on a parity as to dividends with the Series B Preferred Stock, all dividends authorized and declared upon the Series B Preferred Stock and any other series of preferred stock ranking on a parity as to dividends with the Series B Preferred Stock shall be authorized and declared ratably so that the amount of dividends authorized and declared per share of Series B Preferred Stock and such other series of preferred stock shall in all cases bear to each other the same ratio that accrued dividends per share on the Series B Preferred Stock and such other series of preferred stock (which shall not include any accrual in respect of unpaid dividends for prior dividend periods if such preferred stock does not have a cumulative dividend) bear to each other.

  • Except as described in Section 4.2.2(d)(iv) above, unless full cumulative dividends on outstanding shares of the Series B Preferred Stock have been or contemporaneously are authorized, declared and paid or authorized, declared and a sum sufficient for the payment thereof is set apart for payment for all past dividend periods, no dividends (other than in shares of common stock or other shares of capital stock ranking junior to the Series B Preferred Stock as to dividends and upon liquidation) shall be authorized, declared and paid or authorized, declared and set apart for payment, nor shall any other distribution be authorized and declared or made upon the common stock, or any other capital stock of the Corporation ranking junior to or on a parity with the Series B Preferred Stock as to dividends or upon liquidation, nor shall any shares of common stock, or any other shares of capital stock of the Corporation ranking junior to or on a parity with the Series B Preferred Stock as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such shares) by the Corporation (except by conversion into or exchange for other capital stock of the Corporation ranking junior to the Series B Preferred Stock as to

  • dividends and upon liquidation or redemption for the purpose of preserving the Corporation’s qualification real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). Holders of shares of the Series B Preferred Stock shall not be entitled to any dividend, whether payable in cash, property or stock, in excess of full cumulative dividends on the Series B Preferred Stock as provided above. Any dividend payment made on shares of the Series B Preferred Stock shall first be credited against the earliest accrued but unpaid dividend due with respect to such shares which remains payable. So long as no dividends are in arrears, the Corporation shall be entitled at any time and from time to time to repurchase shares of Series B Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable laws.

  • Liquidation Preference.

  • Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of shares of Series B Preferred Stock are entitled to be paid out of the assets of the Corporation legally available for distribution to its shareholders a liquidation preference of $25.00 per share (the “Liquidation Preference”), plus an amount equal to any accrued and unpaid dividends to, but excluding, the date of payment (whether or not declared), but without interest, before any distribution of assets is made to holders of common stock or any other class or series of capital stock of the Corporation that ranks junior to the Series B Preferred Stock as to liquidation rights. However, the holders of the shares of Series B Preferred Stock will not be entitled to receive the Liquidation Preference, plus any accrued and unpaid dividends, of such shares until the Liquidation Preference of any other series or class of the Corporation’s capital stock hereafter issued which ranks senior as to liquidation rights to the Series B Preferred Stock has been paid in full. The holders of Series B Preferred Stock and all series or classes of the Corporation’s capital stock which rank on a parity as to liquidation rights with the Series B Preferred Stock are entitled to share ratably, in accordance with the respective preferential amounts payable on such capital stock, in any distribution (after payment of the liquidation preference of any capital stock of the Corporation that ranks senior to the Series B Preferred Stock as to liquidation rights) which is not sufficient to pay in full the aggregate of the amounts payable thereon. Holders of Series B Preferred Stock will be entitled to written notice of any event triggering the right to receive such Liquidation Preference. After payment of the full amount of the Liquidation Preference, plus any accrued and unpaid dividends to which they are entitled, the holders of Series B Preferred Stock will have no right or claim to any of the remaining assets of the Corporation. The consolidation or merger of the Corporation with or into any other corporation,

  • trust or entity or of any other corporation with or into the Corporation, or the sale, lease or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

  • In determining whether a distribution to holders of Series B Preferred Stock (other than upon voluntary or involuntary liquidation) by dividend, redemption or other acquisition of shares of stock of the Corporation or otherwise is permitted under the FBCA, no effect shall be given to amounts that would be needed, if the Corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon distribution of holders of shares of stock of the Corporation whose preferential rights upon dissolution are superior to those receiving the distribution.

  • Optional Redemption. The Series B Preferred Stock is not redeemable by the Corporation prior to the Optional Redemption Date, except under circumstances where it is necessary to preserve the Corporation’s status as a REIT for U.S. federal income tax purposes and except as described in Section 4.2.2(g) below upon the occurrence of a Change of Control. On and after the Optional Redemption Date, the Corporation may, at its option, upon notice pursuant to Section 4.2.2(h) hereof, redeem shares of the Series B Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon to, but not including, the date fixed for redemption (except for dividends payable as described in the last sentence of Section 4.2.2(h)(i) without interest (the “Optional Redemption Right”). In addition to the Optional Redemption Right, in order to ensure that the Corporation remains qualified as a REIT under the Code, the Corporation will have the right to purchase from a holder of shares of Series B Preferred Stock at any time any shares of Series B Preferred Stock held by such holder in excess of 7% of the value of the outstanding capital stock of the Corporation in accordance with Article 5 of these Articles or any successor provision or other provision of these Articles as in effect from time to time limiting ownership of stock of the Corporation.

  • Special Optional Redemption. In the event of a Change of Control of the Corporation, regardless of whether the Change of Control occurs prior to or after the Optional Redemption Date, the Corporation shall have the right, at the Corporation’s option, to redeem the shares of each holder of Series B Preferred Stock, in whole or in part, within 120 days after the first date on which such Change of Control occurred, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends thereon (whether or not declared) (except for dividends payable as described in the last sentence of Section 4.2.2(h)(i) to, but not including, the date fixed for redemption (a “Change of Control Redemption Right”).

  • Redemption Procedures.

  • The Corporation shall give notice of redemption by mail, postage prepaid, not less than 30 nor more than 90 days prior to the redemption date, addressed to the respective holders of record of the Series B Preferred Stock to be redeemed at their respective

  • addresses as they appear on the stock transfer records of the Corporation. No failure to give such notice or any defect in the notice or in the mailing of the notice will affect the validity of the proceedings for the redemption of any shares of Series B Preferred Stock, except as to a holder to whom notice was defective or not given. Each notice will state: (i) the redemption date; (ii) the redemption price; (iii) the number of shares of Series B Preferred Stock to be redeemed; (iv) the place or places where the Series B Preferred Stock is to be surrendered for payment of the redemption price; (v) that dividends on the shares to be redeemed will cease to accrue on such redemption date; and (vi) if such redemption is being made in connection with a Change of Control, holders of Series B Preferred Stock being so called for redemption will not be able to tender such shares of Series B Preferred Stock for conversion in connection with the Change of Control and each share of Series B Preferred Stock tendered for conversion that is called, prior to the Conversion Date, for redemption will be redeemed on the related redemption date instead of converted on the Conversion Date. Notwithstanding the foregoing, no notice of redemption will be required where the Corporation elects to redeem Series B Preferred Stock to preserve its REIT qualification. If the Corporation redeems less than all of the Series B Preferred Stock held by any holder, the notice mailed to such holder will also specify the number of shares of Series B Preferred Stock held by such holder to be redeemed. If fewer than all of the outstanding shares of Series B Preferred Stock are to be redeemed, the shares to be redeemed will be selected by lot or pro rata. If a redemption date falls after a Dividend Record Date and prior to the corresponding Dividend Payment Date, each holder of Series B Preferred Stock at the close of business on the applicable Dividend Record Date is entitled to the dividend payable on such shares on the corresponding Dividend Payment Date notwithstanding the redemption of such shares before the Dividend Payment Date.

  • If the Corporation has given notice of redemption of any shares of Series B Preferred Stock and has set apart for payment the funds necessary for the redemption for the benefit of the holders of any shares of Series B Preferred Stock called for redemption, then from and after the redemption date (i) dividends will cease to accrue on such shares of Series B Preferred Stock, (ii) the shares of Series B Preferred Stock will no longer be deemed outstanding and (iii) all rights of the holders of the shares will terminate, except the right to receive the redemption price.

  • If full cumulative dividends on the Series B Preferred Stock have not been paid or declared and set apart for payment for all prior dividend periods, the Corporation may not redeem any shares of Series B Preferred Stock unless it simultaneously redeems all outstanding shares of Series B Preferred Stock, and the Corporation will not purchase or otherwise acquire directly or

  • indirectly any shares of Series B Preferred Stock (except by exchange for shares of capital stock ranking junior to the Series B Preferred Stock as to dividends and upon liquidation). So long as no dividends are in arrears, the Corporation is entitled, at any time and from time to time, to repurchase shares of Series B Preferred Stock in open-market transactions duly authorized by the Board of Directors and effected in compliance with applicable law.

  • Conversion Rights.

  • Upon the occurrence of a Change of Control, unless, prior to the Conversion Date, the Corporation provides notice of redemption of such shares of Series B Preferred Stock pursuant to Section 4.2.2(h), then, unless the holders of the Series B Preferred Stock will receive Alternative Form Consideration pursuant to this Section 4.2.2(i), each holder of shares of Series B Preferred Stock shall have the right, subject to Section 4.2.2(i)(xi), to convert all or part of the Series B Preferred Stock held by such holder (the “Change of Control Conversion Right”) on the Conversion Date into a number of shares of common stock per share of Series B Preferred Stock to be converted (the “Common Share Conversion Consideration”) equal to the lesser of (i) the quotient obtained by dividing (A) the sum of $25.00 plus (subject to Section 4.2.2(i)(iii) hereof) the amount of any accrued and unpaid dividends thereon (whether or not declared) to, but not including, the Conversion Date, by (B) the Common Stock Price and (ii) 0.6066 (as adjusted pursuant to the immediately succeeding paragraph, the “Share Cap”).

The Share Cap is subject to pro rata adjustments for any stock splits (including those effected pursuant to a common stock dividend), subdivisions or combinations (in each case, a “Share Split”) with respect to the common stock as follows: the adjusted Share Cap as the result of a Share Split shall be the number of shares of common stock that is equivalent to the product obtained by multiplying (x) the Share Cap in effect immediately prior to such Share Split by (y) a fraction, the numerator of which is the number of shares of common stock outstanding after giving effect to such Share Split and the denominator of which is the number of shares of common stock outstanding immediately prior to such Share Split.

For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of common stock (or equivalent Alternative Conversion Consideration, as applicable) issuable in connection with the exercise of the Change of Control Conversion Right and in respect of the Series B Preferred Stock shall not exceed 2,669,040 shares of common stock (or equivalent Alternative Conversion Consideration, as applicable), subject to increase on a pro rata basis if the number of authorized shares of Series B Preferred Stock increases after

the first date on which any shares of the Series B Preferred Stock are issued (the “Exchange Cap”). The Exchange Cap is subject to pro rata adjustments for any Share Splits on the same basis as the corresponding adjustment to the Share Cap.

In the case of a Change of Control pursuant to which, or in connection with which, shares of common stock shall be converted into cash, securities or other property or assets, including any combination thereof (the “Alternative Form Consideration”), a holder of shares of Series B Preferred Stock shall receive upon conversion of such shares of Series B Preferred Stock (subject to the immediately succeeding paragraph) the kind and amount of Alternative Form Consideration which such holder would have owned or been entitled to receive had such holder held a number of shares of common stock equal to the Common Share Conversion Consideration immediately prior to the effective time of the Change of Control (the “Alternative Conversion Consideration” and, together with the Common Share Conversion Consideration, the “Conversion Consideration”).

If holders of shares of common stock have the opportunity to elect the form of consideration to be received in connection with the Change of Control, the consideration that the holders of Series B Preferred Stock shall receive shall be the form of consideration elected by the holders of a plurality of the shares of common stock held by shareholders who participate in the election and shall be subject to any limitations to which all holders of common stock are subject, including, without limitation, pro rata reductions applicable to any portion of the consideration payable in connection with the Change of Control.

The “Conversion Date” with respect to any Change of Control shall be a business day fixed by the Board of Directors that is not fewer than 20 days and not more than 35 days after the date on which the Corporation provides notice of the Change of Control pursuant to Section 4.2.2(i)(iv).

The “Common Stock Price” for any Change of Control shall be (x) the amount of cash consideration per share of common stock, if the consideration to be received in the Change of Control by holders of shares of common stock is solely cash, and (y) the average of the closing prices per share of common stock on the NYSE, the NYSE American or the NASDAQ for the 10 consecutive trading days immediately preceding, but not including, the effective date of the Change of Control, if the consideration to be received in the Change of Control by holders of shares of common stock is other than solely cash (including if such holders do not receive consideration).

  • No fractional shares of common stock shall be issued upon the conversion of Series B Preferred Stock. In lieu of fractional

  • shares, holders shall be entitled to receive the cash value of such fractional shares based on the Common Stock Price.

  • If a Conversion Date falls after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, each holder of shares of Series B Preferred Stock at the close of business on such Dividend Record Date shall be entitled to receive the dividend payable on such shares on the corresponding Dividend Payment Date in accordance with Section 4.2.2(d) hereof, notwithstanding the conversion of such shares on or prior to such Dividend Payment Date, but the Common Share Conversion Consideration shall not be calculated to include such accrued and unpaid dividends.

  • Within 15 days following the occurrence of a Change of Control, the Corporation shall deliver a notice of the occurrence of the Change of Control, describing the resulting Change of Control Conversion Right, to the holders of record of the outstanding shares of Series B Preferred Stock at their addresses as they appear on the Corporation’s stock transfer records. No failure to give such a notice or any defect thereto or in the mailing thereof shall affect the sufficiency of the notice or validity of the proceedings for the conversion of any share of Series B Preferred Stock, except as to the holder to whom notice was defective or not given. A notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received such notice. Each notice shall state: (i) the events constituting the Change of Control; (ii) the date of the Change of Control; (iii) the last date on which the holders of Series B Preferred Stock may exercise their Change of Control Conversion Right; (iv) the method and period for calculating the Common Stock Price; (v) the Conversion Date; (vi) that if, prior to the Conversion Date, the Corporation provides notice of its election to redeem all or any portion of the Series B Preferred Stock, the holder will not be able to convert the shares of Series B Preferred Stock called for redemption, and such shares of Series B Preferred Stock shall be redeemed on the related redemption date, even if they have already been tendered for conversion pursuant to the Change of Control Conversion Right; (vii) if applicable, the type and amount of Alternative Conversion Consideration entitled to be received per share of Series B Preferred Stock converted; (viii) the name and address of the paying agent and the conversion agent (the “Conversion Agent”); and (ix) the procedures that the holders of Series B Preferred stock must follow to exercise the Change of Control Conversion Right.

  • The Corporation shall issue a press release for publication on the Dow Jones & Corporation, Inc., Business Wire, PR Newswire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other

  • news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) containing the information stated in such a notice, and post such a notice on the Corporation’s website, in any event prior to the opening of business on the first business day following any date on which the Corporation provides notice pursuant to Section 4.2.2(i)(iv) to the holders of record of Series B Preferred Stock.

  • In order to exercise the Change of Control Conversion Right, a holder of record of shares of Series B Preferred Stock shall be required to deliver, on or before the close of business on the Conversion Date, the certificates, if any, representing any certificated shares of Series B Preferred Stock to be converted, duly endorsed for transfer, together with a written notice of exercise and any other documents the Corporation reasonably requires in connection with such conversion, to the Conversion Agent. Such notice shall state the number of shares of Series B Preferred Stock to be converted. Notwithstanding the foregoing if the shares of Series B Preferred Stock are held in global form, such notice shall instead comply with applicable procedures of The Depository Trust Company.

  • Holders of Series B Preferred Stock may withdraw any notice of exercise of a Change of Control Conversion Right (in whole or in part), by a written notice of withdrawal delivered to the Conversion Agent prior to the close of business on the business day prior to the Conversion Date. The notice of withdrawal must state: (i) the number of withdrawn shares of Series B Preferred Stock; (ii) if certificated shares of Series B Preferred Stock have been tendered for conversion and withdrawn, the certificate numbers of the withdrawn shares of Series B Preferred Stock; and (iii) the number of shares of Series B Preferred Stock, if any, which remain subject to the notice of exercise. Notwithstanding the foregoing, if the shares of Series B Preferred Stock are held in global form, the notice of withdrawal shall instead comply with applicable procedures of The Depository Trust Company.

  • Shares of Series B Preferred Stock as to which the Change of Control Conversion Right has been properly exercised and for which the notice of exercise has not been properly withdrawn shall be converted into the applicable Conversion Consideration in accordance with the Change of Control Conversion Right on the Conversion Date unless, prior to the Conversion Date, the Corporation provides notice of its election to redeem such shares of Series B Preferred Stock, whether pursuant to its Optional Redemption Right or Change of Control Redemption Right.

  • The Corporation shall deliver the applicable Conversion Consideration no later than the third business day following the Conversion Date.

  • In connection with the exercise of any Change of Control Conversion Right, the Corporation shall comply with all U.S. federal and state securities laws and stock exchange rules in connection with any conversion of shares of Series B Preferred Stock into Conversion Consideration.

  • Notwithstanding anything to the contrary in this Section 4.2.2(i), no holder of Series B Preferred Stock will be entitled to convert any shares of Series B Preferred Stock into shares of common stock to the extent that receipt of shares of common stock upon the conversion of such shares of Series B Preferred Stock in accordance with this Section 4.2.2(i) would cause such person or any other person to violate Article 5 of these Articles or any successor provision or other provision of these Articles as in effect from time to time limiting ownership of stock of the Corporation.

  • Voting Rights.

  • Holders of the Series B Preferred Stock will not have any voting rights, except as set forth below.

  • Whenever dividends on any shares of Series B Preferred Stock shall be in arrears for six or more quarterly periods, whether or not such quarterly periods are consecutive (a “Preferred Dividend Default”), the number of directors then constituting the Board of Directors shall be increased by two (if not already increased by reason of a similar arrearage with respect to any Parity Preferred (as hereinafter defined)), and the holders of such shares of Series B Preferred Stock will be entitled to vote separately as a class with all other series of preferred stock ranking on a parity with the Series B Preferred Stock as to dividends or upon liquidation and upon which like voting rights have been conferred and are exercisable, including, in that instance, the Series A Preferred Stock (“Parity Preferred”), in order to fill the vacancies thereby created, for the election of a total of two additional directors of the Corporation (the “Preferred Stock Directors”) at a special meeting called by the Corporation at the request of holders of record of at least 10% of the Series B Preferred Stock or the holders of record of at least 10% of any series of Parity Preferred so in arrears (unless such request is received less than 90 days before the date fixed for the next annual meeting of shareholders) or at the next annual meeting of shareholders, and at each subsequent annual meeting until (or, if the directors are divided into classes, at the conclusion of the terms of each Preferred Stock Director) all dividends accrued on such shares of Series B Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period shall have been fully paid. In the event the directors of the Corporation are divided into classes, each such vacancy shall be apportioned among the classes of directors to prevent stacking in any one class and to ensure that the number of directors in each of the classes of directors are as

  • nearly equal as possible. Each Preferred Stock Director, as a qualification for election as such (and regardless of how elected) shall submit to the Board of Directors a duly executed, valid, binding and enforceable letter of resignation from the Board of Directors, to be effective upon the date upon which all dividends accrued on such shares of Series B Preferred Stock and Parity Preferred for the past dividend periods and the dividend for the then current dividend period shall have been fully paid, whereupon the terms of office of all persons elected as Preferred Stock Directors by the holders of the Series B Preferred Stock and any Parity Preferred shall, upon the effectiveness of their respective letters of resignation, forthwith terminate, and the number of directors then constituting the Board of Directors shall be reduced accordingly. A quorum for any meeting shall exist if at least a majority of the outstanding shares of Series B Preferred Stock and shares of Parity Preferred upon which like voting rights have been conferred and are exercisable are represented in person or by proxy at such meetings. Such Preferred Stock Directors shall be elected upon the affirmative vote of a plurality of the shares of Series B Preferred Stock and such Parity Preferred (regardless of liquidation preference) present and voting in person or by proxy at a duly called and held meeting at which a quorum is present. If and when all accrued dividends and the dividend for the then current dividend period on the Series B Preferred Stock shall have been paid in full, the holders thereof shall be divested of the foregoing voting rights (subject to revesting in the event of each and every Preferred Dividend Default). Any Preferred Stock Director may be removed at any time with or without cause by, and shall not be removed otherwise than by the vote of, the holders of record of a majority of the outstanding shares of the Series B Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). So long as a Preferred Dividend Default shall continue, any vacancy in the office of a Preferred Stock Director may be filled by written consent of the Preferred Stock Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of Series B Preferred Stock when they have the voting rights described above (voting separately as a class with all series of Parity Preferred upon which like voting rights have been conferred and are exercisable). The Preferred Stock Directors shall each be entitled to one vote per director on any matter properly coming before the Board of Directors. Notwithstanding the foregoing, in no event shall the holders of Series B Preferred Stock be entitled pursuant to this Section 4.2.2(j)(ii) to elect a director that would cause the Corporation to fail to satisfy a requirement relating to director independence of any securities exchange on which any class or series of the Corporation’s stock is listed.

  • So long as any shares of Series B Preferred Stock are outstanding, in addition to any other vote or consent of shareholders required by these Articles, the affirmative vote of at least two-thirds of the votes entitled to be cast by the holders of Series B Preferred Stock, at the time outstanding, voting separately as a class, given in person or by proxy, either in writing without a meeting or by vote at any meeting, shall be necessary for effecting or validating:

  • any voluntary termination or revocation of the status of the Corporation as a REIT;

  • any amendment, alteration or repeal of any of the provisions of these Articles (whether by merger, consolidation or otherwise (an “Event”)) that materially and adversely affects any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption (the “Rights and Preferences”) of the Series B Preferred Stock or the holders thereof; provided, however, that (x) the amendment of the provisions of these Articles so as to authorize, create or increase the authorized amount of any shares ranking on parity with or junior to the Series B Preferred Stock as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up (including any increase in the number of authorized shares of Series B Preferred Stock) shall not be deemed to materially adversely affect the Rights and Preferences, and (y) any filing with the Florida Division of Corporations by the Corporation, including in connection with an Event, shall not be deemed to be an amendment, alteration or repeal of any of the provisions of these Articles that materially and adversely affects the Rights and Preferences, provided that: (1) the Corporation is the surviving entity and the Series B Preferred Stock remain outstanding with the terms thereof materially unchanged in any respect adverse to the holders thereof; or (2) the resulting, surviving or transferee entity is organized under the laws of any state and substitutes or exchanges the Series B Preferred Stock for other preferred stock, shares or other equity interests having preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption thereof that are substantially similar to that of the Series B Preferred Stock (except for changes that do not materially and adversely affect the holders of Series B Preferred Stock); or

  • the authorization, creation or the increase in the authorized number of shares of any class or series, or any security convertible into shares of any class or series of stock of the Corporation ranking senior to the Series B Preferred Stock as to distribution on any liquidation, dissolution or winding up of the Corporation or as to the payment of dividends;

provided, however, that, in the case of each of subparagraphs (i), (ii) and (iii), no such vote of the holders of Series B Preferred Stock shall be required if, at or prior to the time when such amendment, alteration or repeal is to take effect, or when the issuance of any such prior shares or convertible security is to be made, as the case may be, all outstanding shares of Series B Preferred Stock shall have been redeemed or called for redemption upon proper notice and sufficient funds shall have been deposited in trust to effect such redemption or, in the case of an Event, regardless of the date of the transaction, the holders of the Series B Preferred Stock receive in the transaction their liquidation preference plus accrued and unpaid dividends.

For purposes of determining the voting rights of the holders of the Series B Preferred Stock under this Section 4.2.2(j)(iii), each holder will be entitled to one vote for each Liquidation Preference per share with respect to shares of the Series B Preferred Stock held by such holder. Whether the vote or consent of the holders of a plurality, majority or other portion of the shares of the Series B Preferred Stock has been cast or given on any matter on which the holders of shares of the Series B Preferred Stock are entitled to vote shall be determined by the Corporation by reference to the specified liquidation amounts of the shares voted or covered by the consent.

  • As to any voting right set forth in Section 4.2.2(j)(iii), the holders of Series B Preferred Stock shall have exclusive voting rights on any proposed amendment to these Articles that would alter only the contract rights of the Series B Preferred Stock.

  • Except as expressly stated in these Articles, the Series B Preferred Stock will not have any relative, participating, optional or other special voting rights and powers, and the consent of the holders thereof shall not be required for the taking of any corporate action, including, but not limited to, any merger or consolidation involving the Corporation, or a sale of all or substantially all of the assets of the Corporation, or the liquidation or dissolution of the Corporation, irrespective of the effect that such merger, consolidation, sale, liquidation or dissolution may have upon the rights, preferences or voting power of the holders of the Series B Preferred Stock.

  • Information Right. During any period during which the Corporation is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and any shares of Series B Preferred Stock are outstanding, the Corporation will (i) transmit by mail (or other permissible means under the Exchange Act) to all holders of Series B Preferred Stock, as their names and addresses appear in the Corporation’s record books and without cost to such holders, copies of annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Corporation would have been required to file with the United States Securities and Exchange

  • Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Corporation were subject thereto (other than any exhibits that would have been required) within 15 days after the respective dates by which the Corporation would have been required to file such reports with the United States Securities and Exchange Commission if the Corporation were subject to Section 13 or 15(d) of the Exchange Act (in each case, based on the dates on which the Corporation would be required to file such periodic reports if it were an “accelerated filer” within the meaning of the Exchange Act), and (ii) within 15 days following written request, supply copies of such reports to any prospective holder of the Series B Preferred Stock.

  • Voting Common Stock. Holders of Voting Common Stock are entitled to one vote per share on all matters required by Florida law to be approved by the shareholders. Subject to the rights of any outstanding classes or series of Preferred Stock having preferential dividend rights, holders of Common Stock are entitled to such dividends as may be declared by the Board of Directors out of funds lawfully available therefor. Upon the dissolution of the Corporation, holders of Common Stock are entitled to receive, pro rata in accordance with the number of shares owned by each, the net assets of the Corporation remaining after the holders of any outstanding classes or series of Preferred Stock having preferential rights to such assets have received the distributions to which they are entitled.

  • Special Common Stock. The Board of Directors is authorized to provide for the issuance of the Special Common Stock in one or more classes and in one or more series within a class and, by filing the appropriate Articles of Amendment with the Secretary of State of Florida which shall be effective without shareholder action, is authorized to establish the number of shares to be included in each class and each series and the limitations and relative rights of each class and each series. Each class or series of Special Common Stock (1) shall bear dividends, pari passu with dividends on the Common Stock, in such amount as the Board of Directors shall determine, (2) shall vote together with the Common Stock, and not separately as a class except where otherwise required by law, on all matters on which the Common Stock is entitled to vote, unless the Board of Directors determines that any such class or series shall have limited voting rights or shall not be entitled to vote except as otherwise required by law, (3) may be convertible or redeemable on such terms as the Board of Directors may determine, and (4) may have such other relative rights and limitations as the Board of Directors is allowed by law to determine.

  • REIT PROVISIONS

  • Definitions. For the purposes of this Article 5, the following terms shall have the following meanings:

  • “Acquire” shall mean the acquisition of Beneficial Ownership of shares of Capital Stock by any means including, without limitation, acquisition pursuant to the exercise of any option, warrant, pledge or other security interest or similar right to acquire shares, but shall not include the acquisition of any such rights, unless, as a result, the acquirer would be considered a Beneficial Owner as defined below. The term “Acquisition” shall have the correlative meaning.

  • “Actual Owner” shall mean, with respect to any Capital Stock, that Person who is required to include in its gross income any dividends paid with respect to such Capital Stock.

  • “Beneficial Ownership” shall mean ownership of Capital Stock by a Person who would be treated as an owner of such shares of Capital Stock, either directly or indirectly, under Section 542(a)(2) of the Code, taking into account for this purpose (i) constructive ownership determined under Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code (except where expressly provided otherwise); and (ii) any future amendment to the Code which has the effect of modifying the ownership rules under Section 542(a)(2) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

  • “Code” shall mean the Internal Revenue Code of 1986, as amended. In the event of any future amendments to the Code involving the renumbering of Code sections, the Board of Directors may, in its sole discretion, determine that any reference to a Code section herein shall mean the successor Code section pursuant to such amendment.

  • “Constructive Ownership” shall mean ownership of Capital Stock by a Person who would be treated as an owner of such Capital Stock, either directly or constructively, through the application of Section 318 of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner”, “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

  • “Ownership Limit” shall initially mean 7% by value of the outstanding Capital Stock of the Corporation, and after any adjustment as set forth in Section 5.8, shall mean such greater percentage (but not greater than 9.8%) by value of the outstanding Capital Stock as so adjusted.

  • “Person” shall mean an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended; but does not include an underwriter retained by the Company which participates in a public offering of the Capital Stock for a period of 90 days following the purchase by such underwriter of the Capital Stock, provided that ownership of Capital Stock by such underwriter would not result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code and would not otherwise result in the Corporation failing to quality as a REIT.

  • “REIT” shall mean a real estate investment trust under Section 856 of the Code.

  • “Redemption Price” shall mean the lower of (i) the price paid by the transferee from whom shares are being redeemed and (ii) the average of the last reported sales price, regular way, on the New York Stock Exchange of the relevant class of Capital Stock on the ten trading days immediately preceding the date fixed for redemption by the Board of Directors, or if the relevant class of Capital Stock is not then traded on the New York Stock Exchange, the average of the last reported sales prices, regular way, of such class of Capital Stock (or, if sales prices, regular way, are not reported, the average of the closing bid and asked prices) on the ten trading days immediately preceding the relevant date as reported on any exchange or quotation system over which the Capital Stock may be traded, or if such class of Capital Stock is not then traded over any exchange or quotation

  • system, then the price determined in good faith by the Board of Directors of the Corporation as the fair market value of such class of Capital Stock on the relevant date.

  • “Related Tenant Owner” shall mean any Constructive Owner who also owns, directly or indirectly, an interest in a Tenant, which interest is equal to or greater than (i) 10% of the combined voting power of all classes of stock of such Tenant, (ii) 10% of the total number of shares of all classes of stock of such Tenant, or (iii) if such Tenant is not a corporation, 10% of the assets or net profits of such Tenant.

  • “Related Tenant Limit” shall mean 9.8% by value of the outstanding Capital Stock of the Corporation.

  • “Restriction Termination Date” shall mean the first day on which the Corporation determines pursuant to Section 5.12 that it is no longer in the best interest of the Corporation to attempt to, or continue to, qualify as a REIT.

  • “Tenant” shall mean any tenant of (i) the Corporation, (ii) a subsidiary of the Corporation which is deemed to be a “qualified REIT subsidiary” under Section 856(i)(2) of the Code, or (iii) a partnership in which the Corporation or one or more of its qualified REIT subsidiaries is a partner.

  • “Transfer” shall mean any sale, transfer, gift, assignment, devise, or other disposition of Capital Stock or the right to vote or receive dividends on Capital Stock (including (i) the granting of any option or entering into any agreement for the sale, transfer or other disposition of Capital Stock or the right to vote or receive dividends on the Capital Stock or (ii) the sale, transfer, assignment or other disposition or grant of any securities or rights convertible or exchangeable for Capital Stock), whether voluntarily or involuntarily, whether of record or Beneficially, and whether by operation of law or otherwise; provided, however, that any bona fide pledge of Capital Stock shall not be deemed a Transfer until such time as the pledgee effects an actual change in ownership of the pledged shares of Capital Stock.

  • Restrictions on Transfer. Except as provided in Sections 5.10 and 5.14:

  • No Person shall Beneficially Own Capital Stock in excess of the Ownership Limit.

  • No Person shall Constructively Own Capital Stock in excess of the Related Tenant Limit for more than thirty (30) days following the date such Person becomes a Related Tenant Owner.

  • Any Transfer that, if effective, would result in any Person Beneficially Owning Capital Stock in excess of the Ownership Limit shall be void ab initio as to the Transfer of such Capital Stock which would be otherwise Beneficially Owned by such Person in excess of the Ownership Limit, and the intended transferee shall Acquire no rights in such Capital Stock.

  • Any Transfer that, if effective, would result in any Related Tenant Owner Constructively Owning Capital Stock in excess of the Related Tenant Limit shall be void ab initio as to the Transfer of such Capital Stock which would be otherwise Constructively

  • Owned by such Related Tenant Owner in excess of the Related Tenant Limit, and the intended transferee shall Acquire no rights in such Capital Stock.

  • Any Transfer that, if effective, would result in the Capital Stock being beneficially owned by less than 100 Persons (within the meaning of Section 856(a)(5) of the Code) shall be void ab initio as to the Transfer of such Capital Stock which would be otherwise beneficially owned by the transferee, and the intended transferee shall Acquire no rights in such Capital Stock.

  • Any Transfer that, if effective, would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code shall be void ab initio as to the portion of any Transfer of the Capital Stock which would cause the Corporation to be “closely held” within the meaning of Section 856(h) of the Code, and the intended transferee shall Acquire no rights in such Capital Stock.

  • Any other Transfer that, if effective, would result in the disqualification of the Corporation as a REIT by virtue of actual, Beneficial or Constructive Ownership of Capital Stock shall be void ab initio as to such portion of the Transfer resulting in the disqualification, and the intended transferee shall Acquire no rights in such Capital Stock.

  • Remedies for Breach.

  • If the Board of Directors or a committee thereof shall at any time determine in good faith that a Transfer has taken place that falls within the scope of Section 5.2 or that a Person intends to Acquire Beneficial Ownership of any shares of the Corporation that would result in a violation of Section 5.2 (whether or not such violation is intended), the Board of Directors or a committee thereof shall take such action as it or they deem advisable to refuse to give effect to or to prevent such Transfer, including, but not limited to, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer, subject, however, in all cases to the provisions of Section 5.14.

  • Without limitation to Section 5.2 and Section 5.3(a), any purported transferee of shares Acquired in violation of Section 5.2 and any Person retaining shares in violation of Section 5.2(b) shall be deemed to have acted as agent on behalf of the Corporation in holding those shares acquired or retained in violation of Section 5.2 and shall be deemed to hold such shares in trust on behalf of and for the benefit of the Corporation. Such shares shall be deemed a separate class of stock until such time as the shares are sold or redeemed as provided in Section 5.3(c). The holder shall have no right to receive dividends or other distributions with respect to such shares and shall have no right to vote such shares. Such holder shall have no claim, cause of action or any other recourse whatsoever against any transferor of shares Acquired in violation of Section 5.2. The holder’s sole right with respect to such shares shall be to receive, at the Corporation’s sole and absolute discretion, either (i) consideration for such shares upon the resale of the shares as directed by the Corporation pursuant to Section 5.3(c) or (ii) the Redemption Price pursuant to Section 5.3(c). Any distribution by the Corporation in respect of such shares Acquired or retained in violation of Section 5.2 shall be repaid to the Corporation upon demand.

  • The Board of Directors shall, within six months after receiving notice of a Transfer or Acquisition that violates Section 5.2 or a retention of shares in violation of

  • Section 5.2(b), either (in its sole and absolute discretion, subject to the requirements of Florida law applicable to redemption) (i) direct the holder of such shares to sell all shares held in trust for the Corporation pursuant to Section 5.3(b) for cash in such manner as the Board of Directors directs or (ii) redeem such shares for the Redemption Price in cash on such date within such six month period as the Board of Directors may determine. If the Board of Directors directs the holder to sell the shares, the holder shall receive such proceeds as the trustee for the Corporation and pay the Corporation out of the proceeds of such sale (i) all expenses incurred by the Corporation in connection with such sale, plus (ii) any remaining amount of such proceeds that exceeds the amount paid by the holder for the shares, and the holder shall be entitled to retain only the amount of such proceeds in excess of the amount required to be paid to the Corporation.

  • Notice of Restricted Transfer. Any Person who Acquires, attempts or intends to Acquire, or retains shares in violation of Section 5.2 shall immediately give written notice to the Corporation of such event and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer, attempted or intended Transfer, or retention, on the Corporation’s status as a REIT.

  • Owners Required to Provide Information. Prior to the Restriction Termination Date:

  • Every shareholder of record of more than 5% by value (or such lower percentage as required by the Code or the regulations promulgated thereunder) of the outstanding Capital Stock of the Corporation shall, within 30 days after December 31 of each year, give written notice to the Corporation stating the name and address of such record shareholder, the number and class of shares of Capital Stock Beneficially Owned by it, and a description of how such shares are held; provided that a shareholder of record who holds outstanding Capital Stock of the Corporation as nominee for another Person, which Person is required to include in its gross income the dividends received on such Capital Stock (an “Actual Owner”), shall give written notice to the Corporation stating the name and address of such Actual Owner and the number and class of shares of such Actual Owner with respect to which the shareholder of record is nominee. Each such shareholder of record shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT.

  • Every Actual Owner of more than 5% by value (or such lower percentage as required by the Code or Regulations promulgated thereunder) of the outstanding Capital Stock of the Corporation who is not a shareholder of record of the Corporation, shall within 30 days after December 31 of each year, give written notice to the Corporation stating the name and address of such Actual Owner, the number and class of shares Beneficially Owned, and a description of how such shares are held.

  • Each Person who is a Beneficial Owner of Capital Stock and each Person (including the shareholder of record) who is holding Capital Stock for a Beneficial Owner shall provide to the Corporation such information as the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT.

  • Nothing in this Section 5.5 or any request pursuant hereto shall be deemed to waive any limitation in Section 5.2.

  • Remedies Not Limited. Except as provided in Section 5.13, nothing contained in this Article shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its shareholders in preserving the Corporation’s status as a REIT.

  • Ambiguity. In the case of an ambiguity in the application of any of the provisions of this ARTICLE 5, including without limitation any definition contained in Section 5.1 and any determination of Beneficial Ownership, the Board of Directors in its sole discretion shall have the power to determine the application of the provisions of this ARTICLE 5 with respect to any situation based on the facts known to it.

  • Modification of Ownership Limit. Subject to the limitations provided in Section 5.9, the Board of Directors may from time to time increase or decrease the Ownership Limit; provided, however, that any decrease may only be made prospectively as to subsequent holders (other than a decrease as a result of a retroactive change in existing law that would require a decrease to retain REIT status, in which case such decrease shall be effective immediately).

  • Limitations on Modifications. Notwithstanding any other provision of this Article 5:

  • The Ownership Limit may not be increased if, after giving effect to such increase, five Persons who are considered individuals pursuant to Section 542(a)(2) of the Code could Beneficially Own, in the aggregate, more than 49.5% by value of the outstanding Capital Stock.

  • Prior to the modification of any Ownership Limit pursuant to Section 5.8, the Board of Directors of the Corporation may require such opinions of counsel, affidavits, undertakings or agreements as it may deem necessary or advisable in order to determine or insure the Corporation’s status as a REIT.

  • The Ownership Limit may not be increased to a percentage which is greater than 9.8%.

  • Exceptions. The Board of Directors may, upon receipt of either a certified copy of a ruling of the Internal Revenue Service, an opinion of counsel satisfactory to the Board of Directors or such other evidence as the Board of Directors deems appropriate, but shall in no case be required to, exempt a Person (the “Exempted Holder”) from the Ownership Limit or the Related Tenant Limit, as the case may be, if the ruling or opinion concludes or the other evidence shows (A) that no Person who is an individual as defined in Section 542(a)(2) of the Code will, as the result of the ownership of the shares by the Exempted Holder, be considered to have Beneficial Ownership of an amount of Capital Stock that will violate the Ownership Limit, or (B) in the case of an exception of a Person from the Related Tenant Limit that the exemption from the Related Tenant Limit would not cause the Corporation to fail to qualify as a REIT. The Board of Directors may condition its granting of a waiver on the Exempted Holder’s agreeing to such terms and conditions as the Board of Directors determines to be appropriate in the circumstances.

  • Legend. All certificates representing shares of Capital Stock of the Corporation shall bear a legend referencing the restrictions on ownership and transfer as set forth in these Articles. The form and content of such legend shall be determined by the Board of Directors.

  • Termination of REIT Status. The Board of Directors may revoke the Corporation’s election of REIT status as provided in Section 856(g)(2) of the Code if, in its discretion, the qualification

  • of the Corporation as a REIT is no longer in the best interests of the Corporation. Notwithstanding any such revocation or other termination of REIT status, the provisions of this Article 5 shall remain in effect unless amended pursuant to the provisions of Article 9.

  • Severability. If any provision of this Article or any application of any such provision is determined to be invalid by any federal or state court having jurisdiction over the issues, the validity of the remaining provisions shall not be affected and the application of such provisions shall be affected only to the extent necessary to comply with the determination of such court.

  • New York Stock Exchange Transactions. Nothing in this Article 5 shall preclude the settlement of any transaction entered into through the facilities of the New York Stock Exchange.

  • DIRECTORS

  • Number. The number of directors may be increased or diminished from time to time by the bylaws but shall never be more than fifteen (15) or less than three (3).

  • BYLAWS

  • Bylaws. The Bylaws may be amended or repealed from time to time by either the Board of Directors or the shareholders, but the Board of Directors shall not alter, amend or repeal any Bylaw adopted by the shareholders if the shareholders specifically provide that the Bylaw is not subject to amendment or repeal by the Board of Directors.

  • INDEMNIFICATION

  • Indemnification. The Board of Directors is hereby specifically authorized to make provision for indemnification of directors, officers, employees and agents to the full extent permitted by law.

  • AMENDMENT

  • Amendment. The Corporation reserves the right to amend or repeal any provision contained in these Restated Articles of Incorporation, and any right conferred upon the shareholders is subject to this reservation.

IN WITNESS WHEREOF, these Restated Articles of Incorporation have been executed by a duly authorized officer of the Corporation on this 18th day of November, 2024.

Michael Herman, Senior Vice President, General Counsel and Secretary

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 ~99.4%<br><br>~0.6%
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 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 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%

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 Holding, LLC Delaware GRI-Regency, LLC Member 100%
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 CO-Ralston Square, 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%
FW IL-Stonebrook Plaza, LLC Delaware FW-Reg II Holdings, LLC Member 100%
USRP Willow East, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW VA-Ashburn Farm Village Center, LLC Delaware FW-Reg II Holdings, LLC Member 100%
FW VA-Centre Ridge Marketplace, LLC Delaware FW-Reg II Holdings, LLC 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%

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 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%
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-Laguna Niguel Plaza, 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 FW-Reg II Holding Company Two, LLC 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%

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
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%
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, LLC Delaware California State Teachers Retirement System<br><br>Regency Centers, L.P. Member<br><br><br><br>Managing Member 75%<br><br><br><br>25%
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 Braemar Village, LLC Delaware RegCal, LLC Member 100%
CAR Calhoun Commons, LLC Delaware Regency Centers, L.P. Member 100%
CAR Corral Hollow, LLC Delaware RegCal Holding, LLC Member 100%
CAR Providence Commons, LLC Delaware RegCal, 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 Sequoia Station, 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%

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
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 85%<br><br>15%
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%
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 101, 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%
Hickory Creek Plaza, 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%

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
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 Marinita-LaQuinta, LLC Delaware Regency Centers, L.P.<br><br>Marinita Development Co. Managing Member<br><br>Member Varies
Regency NC GP, LLC Delaware Regency Centers, L.P. Member 100%
Regency-Kleban Properties, LLC Delaware Regency Centers, L.P.<br><br>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<br><br>Member 80.0000%<br><br>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%

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
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%
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%
Stonewall Regency, LLC Delaware Regency Centers, L.P. 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.<br>Spring RRC I, LLC Managing Member<br><br>Member 53%<br><br>47%
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%

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
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 Varies
Indigo Square Regency, LLC Delaware Regency Centers, L.P. Member 100%
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%

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 (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%
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 JV Portfolio LLC Delaware EQY Portfolio Investor (Empire) LLC<br><br>New York Common Fund Managing Member<br><br>Member 30%<br><br>70%
Equity One JV Sub Riverfront Plaza LLC Delaware Equity One JV Portfolio LLC Member 100%
Equity One (Country Walk) LLC Delaware Equity One JV Portfolio LLC Member 100%
Equity One JV Sub CT Path LLC Delaware Equity One JV Portfolio LLC Member 100%
Equity One JV Sub Veranda LLC Delaware Equity One JV Portfolio LLC Member 100%
Equity One JV Sub Northborough LLC Delaware Equity One JV Portfolio LLC Member 100%
Equity One JV Sub Grove LLC Delaware Equity One JV Portfolio 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%
Glengary Shoppes LLC Delaware DIM Vastgoed, N.V. Member 100%
Hammocks Town Center LLC Delaware DIM Vastgoed, N.V. Member 100%
Magnolia Shoppes LLC Delaware DIM Vastgoed, N.V. 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%

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
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 80%<br><br>20%
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%
Regency Protective Trust II Florida New Regency Realty Group, Inc. Beneficiary 100%
NRRG Investments I, Inc. Florida New Regency Realty Group, Inc. Common Stock 100%
Regency Kensington Bethesda Member, LLC Maryland NRRG Investments I, Inc.<br><br>Kensington Bethesda Investor, LLC Member<br><br>Member varies
Regency Kensington Bethesda Owner, LLC Maryland Regency Kensington Bethesda Member, LLC Member 100%
Eastfield at Baybrook, LLC Delaware Regency Centers, L.P.<br><br>North Eastfield Grocery, LLC Member<br><br>Member 50%<br><br>50%
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 80%<br><br>20%
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%

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
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, LLC Delaware Regency Centers, L.P. Member 100%
Burlywood Centers X, LLC Delaware Regency Centers, L.P. Member 100%
Burlywood Centers IX, 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%
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%

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
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 30.2%<br><br>69.8%
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 51.97%<br><br>48.03%
Midway Shopping Center, L.P. New York UB Midway I, LLC<br><br>UB Midway II, LLC<br><br>Steinburg 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%
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 53.45%<br><br>24.5%<br><br>22.05%
UB Orangeburg, LLC Delaware REG-UB Properties, LLC<br><br>JLJ Management Co. Managing Member<br><br>Member 44.37%<br><br>55.63%
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%

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.

Exhibit 21

REGENCY CENTERS CORPORATION

and

REGENCY CENTERS, L.P.

Subsidiaries

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

EX-22

Exhibit 22

SUBSIDIARY GUARANTORS AND ISSUERS OF GUARANTEED SECURITIES

As of December 31, 2024, Regency Centers Corporation owned approximately 99.4% of the outstanding common partnership units of Regency Centers, L.P.

Guaranteed Securities Issuer Guarantor
$250 million 3.90% notes due November 1, 2025 Regency Centers, L.P. Regency Centers Corporation
$100 million 3.81% notes due May 11, 2026 Regency Centers, L.P. Regency Centers Corporation
$100 million 3.91% notes due August 11, 2026 Regency Centers, L.P. Regency Centers Corporation
$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 5.25% 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 14, 2025, 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 14, 2025

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 14, 2025

/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 14, 2025

/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 14, 2025

/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 14, 2025

/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, 2024, 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 14, 2025

/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, 2024, 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 14, 2025

/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, 2024, 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 14, 2025

/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, 2024, 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 14, 2025

/s/ Michael J. Mas
Michael J. Mas
Executive Vice President, Chief Financial Officer of Regency Centers Corporation, general partner of registrant