8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 16, 2025 (December 15, 2025)

Date of Report (Date of earliest event reported)

REGENCY CENTERS CORPORATION

(Exact name of registrant as specified in its charter)

One Independent Drive, Suite 114

Jacksonville, Florida 32202

(Address of principal executive offices) (Zip Code)

(904) 598-7000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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

Regency Centers Corporation

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

On December 15, 2025, the Board of Directors (the “Board”) of Regency Centers Corporation (the “Company”) voted to elect Mark J. Parrell to serve as a director of the Company, effective January 1, 2026. Mr. Parrell currently serves as the President, Chief Executive Officer and member of the Board of Trustees of Equity Residential (NYSE: EQR), a position he has held since January 2019. In connection with Mr. Parrell’s appointment, the Board also voted to increase the size of the Board from eleven (11) to twelve (12).

Mr. Parrell’s term will expire at the Company’s 2026 annual meeting of stockholders and until his successor, if any, has been identified. Mr. Parrell will initially serve on the Board’s Audit and Investment committees. The Company has determined that Mr. Parrell is independent of the Company and its management within the meaning of the Nasdaq Stock Market listing standards.

Mr. Parrell will participate in the Company’s standard compensation program for non-employee directors, currently consisting of an annual cash retainer of $75,000, additional cash retainers for membership on the Committees on which he serves, and an annual common stock rights grant valued at $125,000 (based on the Company’s stock price at the date of grant), which vests on the first anniversary of the grant. Mr. Parrell’s compensation will be prorated to reflect his partial year of service from January 1, 2026 until the Company’s 2026 annual meeting of shareholders. A description of non-executive director compensation is set forth in the section entitled “Director Compensation” in the Company’s proxy statement filed March 26, 2025.

There is no arrangement or understanding pursuant to which Mr. Parrell was elected as a director of the Company, and there are no related party transactions involving Mr. Parrell that would require disclosure under Item 404(a) of Regulation S-K.

On December 16, 2025, the Company issued a press release, attached as Exhibit 99.1 to this Form 8-K, announcing the election of Mr. Parrell to the Company’s Board.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EX-99.1

Exhibit 99.1

Regency Centers Elects Mark J. Parrell to Board of Directors

JACKSONVILLE, Fla. (December 16, 2025) – Regency Centers Corporation (“Regency Centers” or “Regency”) (Nasdaq: REG) today announced the election of Mark J. Parrell to its Board of Directors (the “Board”), effective January 1, 2026. With the addition of Mr. Parrell as an independent director, Regency will expand the size of its Board to twelve directors.

“We are delighted to welcome Mark to our Board,” said Martin E. “Hap” Stein, Jr., Executive Chair of Regency Centers. “His proven leadership and extensive experience in the real estate business, including as both CEO and CFO of a sector-leading S&P 500 commercial residential real estate company, will be invaluable as we continue to execute our strategy and create long-term value for our shareholders.”

Mr. Parrell currently serves as President, Chief Executive Officer, and member of the Board of Trustees of Equity Residential (NYSE: EQR), a position he has held since January 2019. Previously, he served as Executive Vice President and Chief Financial Officer from 2007 to 2018 and has also held a number of senior finance roles since joining the company in 1999. He has also served on the Boards of T. Rowe Price Funds, Brookdale Senior Living Inc. and Aviv REIT, Inc. Mr. Parrell is active as a leader in industry groups, including the Real Estate Roundtable and Nareit, and in community organizations in the Chicago area. He holds a B.B.A. from the University of Michigan and a J.D. from Georgetown University Law Center.

About Regency Centers Corporation

Regency Centers is a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member. For more information, visit RegencyCenters.com.