Regency Centers Q3 common-shareholder profit falls to $75.1M
Quarterly common-shareholder income was $75.125 million, while real estate impairment expense was $65.135 million.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Regency Centers Corporation (REG), a real estate investment trust, reported third-quarter 2026 total revenue of $419.058 million, compared with $387.570 million in 2025. Lease income was $408.671 million versus $377.761 million. For the nine months ended September 30, revenue was $1,245.021 million, compared with $1,149.330 million.
Net income attributable to common shareholders for the quarter was $75.125 million, compared with $105.960 million a year earlier; real estate impairment expense was $65.135 million versus $3.374 million. Nine-month common-shareholder income was $312.612 million versus $314.742 million.
At September 30, 2026, the consolidated balance sheets listed $4,772.056 million in notes payable, net, $115 million under the unsecured credit facility, and $138.257 million in cash, cash equivalents and restricted cash. Regency Centers Corporation had no direct indebtedness outstanding and guaranteed all unsecured debt of Regency Centers, L.P.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue: $419.058 million, versus $387.570 million in 2025.
Negative
- Moderate pointQ3 common-shareholder income: $75.125 million, versus $105.960 million.
- Minor pointQ3 real estate impairment: $65.135 million, versus $3.374 million.
Filing Explained
For the nine months ended September 30, 2026, Regency Centers reported operating cash inflow of
Key Figures
Key Terms
real estate investment trust financial
sales-type leases financial
noncontrolling interests financial
accumulated other comprehensive income financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What was REG's revenue in Q3 2026?
How much did REG spend on real estate development and capital improvements?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
or
For the transition period from to
Commission File Number
Commission File Number
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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IRinfo@regencycenters.com
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( |
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(Address of principal executive offices) (zip code) |
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(Registrant's telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Regency Centers, L.P.
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
None |
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N/A |
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N/A |
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
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
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:
Regency Centers Corporation:
☒ |
Accelerated filer |
☐ |
Emerging growth company |
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Non-accelerated filer |
☐ |
Smaller reporting company |
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Regency Centers, L.P.:
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Emerging growth company |
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☒ |
Smaller reporting company |
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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Regency Centers Corporation Yes ☐
The number of shares outstanding of Regency Centers Corporation's common stock was
EXPLANATORY NOTE
This Quarterly Report on Form 10-Q (this "Report") combines the quarterly reports on Form 10-Q for the quarter ended September 30, 2026, 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 September 30, 2026, the Parent Company owned approximately 97.9% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the "Series A Preferred Units") and the 5.875% Series B Cumulative Redeemable Preferred Units (the "Series B Preferred Units"). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the "Preferred Units."
The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:
Management operates the Parent Company and the Operating Partnership as a single business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company, and officers and employees of the Operating Partnership.
The Company believes it is important to understand the key differences between the Parent Company and the Operating Partnership in the context of how the Parent Company and the Operating Partnership operate as a consolidated company. The Parent Company is a REIT, whose only material asset is its ownership of Common and Preferred Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. The Parent Company has no direct indebtedness outstanding as of September 30, 2026, but guarantees all of the unsecured debt of the Operating Partnership. 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
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Form 10-Q Report Page |
PART I - FINANCIAL INFORMATION |
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Item 1. |
Financial Statements (Unaudited) |
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Regency Centers Corporation: |
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Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 |
1 |
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Consolidated Statements of Operations for the periods ended September 30, 2026 and 2025 |
2 |
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Consolidated Statements of Comprehensive Income for the periods ended September 30, 2026 and 2025 |
3 |
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Consolidated Statements of Equity for the periods ended September 30, 2026 and 2025 |
4 |
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Consolidated Statements of Cash Flows for the periods ended September 30, 2026 and 2025 |
6 |
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Regency Centers, L.P.: |
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Consolidated Balance Sheets as of September 30, 2026 and December 31, 2025 |
8 |
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Consolidated Statements of Operations for the periods ended September 30, 2026 and 2025 |
9 |
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Consolidated Statements of Comprehensive Income for the periods ended September 30, 2026 and 2025 |
10 |
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Consolidated Statements of Capital for the periods ended September 30, 2026 and 2025 |
11 |
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Consolidated Statements of Cash Flows for the periods ended September 30, 2026 and 2025 |
13 |
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Notes to Consolidated Financial Statements |
15 |
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
31 |
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Item 3. |
Quantitative and Qualitative Disclosures about Market Risk |
52 |
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Item 4. |
Controls and Procedures |
53 |
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PART II - OTHER INFORMATION |
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Item 1. |
Legal Proceedings |
54 |
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Item 1A. |
Risk Factors |
54 |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
54 |
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Item 3. |
Defaults Upon Senior Securities |
54 |
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Item 4. |
Mine Safety Disclosures |
54 |
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Item 5. |
Other Information |
55 |
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Item 6. |
Exhibits |
56 |
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SIGNATURES |
57 |
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
REGENCY CENTERS CORPORATION
Consolidated Balance Sheets
September 30, 2026 and December 31, 2025
(in thousands)
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2026 |
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2025 |
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Assets |
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(unaudited) |
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Net real estate investments: |
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Real estate assets, at cost |
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$ |
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Less: accumulated depreciation |
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Real estate assets, net |
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Investments in sales-type leases, net |
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Investments in real estate partnerships |
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Net real estate investments |
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Cash, cash equivalents, and restricted cash, including $ |
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Tenant and other receivables, net |
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Deferred leasing costs, less accumulated amortization of $ |
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Acquired lease intangible assets, less accumulated amortization of $ |
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Right of use assets, net |
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Other assets |
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Total assets |
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$ |
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Liabilities and Equity |
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Liabilities: |
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Notes payable, net |
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$ |
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Unsecured credit facility |
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Accounts payable and other liabilities |
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Acquired lease intangible liabilities, less accumulated amortization of $ |
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Lease liabilities |
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Tenants' security, escrow deposits and prepaid rent |
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Total liabilities |
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— |
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— |
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Equity: |
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Shareholders' equity: |
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Preferred stock $ |
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Common stock $ |
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Treasury stock at cost, |
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Additional paid-in-capital |
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Accumulated other comprehensive income (loss) |
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Distributions in excess of net income |
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Total shareholders' equity |
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Noncontrolling interests: |
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Exchangeable operating partnership units, aggregate redemption value of $ |
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Limited partners' interests in consolidated partnerships |
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Total noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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The accompanying notes are an integral part of the consolidated financial statements.
1
REGENCY CENTERS CORPORATION
Consolidated Statements of Operations
For the periods ended September 30, 2026, and 2025
(in thousands, except per share data)
(unaudited)
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Three months ended September 30, |
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Nine months ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenues: |
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Lease income |
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$ |
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$ |
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Other property income |
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Management, transaction, and other fees |
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Total revenues |
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Operating expenses: |
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Depreciation and amortization |
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Property operating expense |
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Real estate taxes |
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General and administrative |
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Other operating expenses |
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Total operating expenses |
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Other expense, net: |
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Interest expense, net |
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Provision for impairment of real estate |
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Gain on sale of real estate, net of tax |
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( |
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( |
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Net investment income |
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( |
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Total other expense, net |
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Income before equity in income of investments in real estate partnerships |
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Equity in income of investments in real estate partnerships |
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Net income |
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Noncontrolling interests: |
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Exchangeable operating partnership units |
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Limited partners' interests in consolidated partnerships |
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( |
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( |
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( |
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( |
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Net income attributable to noncontrolling interests |
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( |
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Net income attributable to the Company |
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Preferred stock dividends |
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Net income attributable to common shareholders |
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$ |
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$ |
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Net income attributable to common shareholders: |
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Per common share - basic |
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$ |
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$ |
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Per common share - diluted |
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$ |
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$ |
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The accompanying notes are an integral part of the consolidated financial statements.
2
REGENCY CENTERS CORPORATION
Consolidated Statements of Comprehensive Income
For the periods ended September 30, 2026, and 2025
(in thousands)
(unaudited)
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Three months ended September 30, |
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Nine months ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net income |
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$ |
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$ |
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Other comprehensive income (loss): |
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Effective portion of change in fair value of derivative instruments: |
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Effective portion of change in fair value of derivative instruments |
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( |
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Reclassification adjustment of derivative instruments included in net income |
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( |
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( |
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Unrealized (loss) gain on available-for-sale debt securities |
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( |
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( |
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Other comprehensive income (loss) |
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( |
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( |
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Comprehensive income |
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Less: comprehensive income attributable to noncontrolling interests: |
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Net income attributable to noncontrolling interests |
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Other comprehensive income (loss) attributable to noncontrolling interests |
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( |
) |
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( |
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Comprehensive income attributable to noncontrolling interests |
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Comprehensive income attributable to the Company |
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$ |
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$ |
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The accompanying notes are an integral part of the consolidated financial statements.
3
REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the three months ended September 30, 2026 and 2025
(in thousands)
(unaudited)
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Noncontrolling Interests |
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Preferred |
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Common |
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Treasury |
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Additional |
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Accumulated |
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Distributions |
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Total |
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Exchangeable |
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Limited |
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Total |
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Total |
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Balance at June 30, 2025 |
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$ |
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( |
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( |
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( |
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Net income |
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— |
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— |
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— |
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— |
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— |
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Other comprehensive income |
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Other comprehensive income before reclassification |
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— |
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— |
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— |
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— |
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— |
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|
|
|
|
|
|
|
|
|
||||||
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjustment for noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|||
Deferred compensation plan, net |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Amortization of equity awards |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Common stock issued under dividend reinvestment plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Common stock issued for exchangeable operating partnership units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
Common stock issued, net of issuance costs |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Contributions from partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Common stock/unit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2025 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2026 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income before reclassification |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Deferred compensation plan, net |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Amortization of equity awards |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Tax withholding on stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Common stock issued under dividend reinvestment plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Contributions from partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Common stock/unit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2026 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The accompanying notes are an integral part of the consolidated financial statements.
4
REGENCY CENTERS CORPORATION
Consolidated Statements of Equity
For the nine months ended September 30, 2026 and 2025
(in thousands)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling Interests |
|
|
|
|
|||||||||||||||||
|
|
Preferred |
|
|
Common |
|
|
Treasury |
|
|
Additional |
|
|
Accumulated |
|
|
Distributions |
|
|
Total |
|
|
Exchangeable |
|
|
Limited |
|
|
Total |
|
|
Total |
|
|||||||||||
Balance at December 31, 2024 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive loss before reclassification |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amounts reclassified from accumulated other comprehensive loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjustment for noncontrolling interests |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|||
Deferred compensation plan, net |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Amortization of equity awards |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Tax withholding on stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Repurchase of exchangeable operating partnership units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Common stock issued under dividend reinvestment plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Common stock issued for exchangeable operating partnership units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
||
Common stock issued, net of issuance costs |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Contributions from partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Common stock/unit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2025 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2025 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income before reclassification |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Deferred compensation plan, net |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
Amortization of equity awards |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||||
Tax withholding on stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Common stock issued under dividend reinvestment plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Contributions from partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Distributions to partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Dividends declared: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Preferred stock |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Common stock/unit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Balance at September 30, 2026 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
The accompanying notes are an integral part of the consolidated financial statements.
5
REGENCY CENTERS CORPORATION
Consolidated Statements of Cash Flows
For the periods ended September 30, 2026, and 2025
(in thousands)
(unaudited)
|
|
Nine months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of deferred financing costs and debt premiums |
|
|
|
|
|
|
||
Amortization of above and below market lease intangibles, net |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation, net of capitalization |
|
|
|
|
|
|
||
Equity in income of investments in real estate partnerships |
|
|
( |
) |
|
|
( |
) |
Gain on sale of real estate, net of tax |
|
|
( |
) |
|
|
( |
) |
Provision for impairment of real estate |
|
|
|
|
|
|
||
Distribution of earnings from investments in real estate partnerships |
|
|
|
|
|
|
||
Deferred compensation expense |
|
|
|
|
|
|
||
Realized and unrealized gain on investments |
|
|
( |
) |
|
|
( |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Tenant and other receivables |
|
|
( |
) |
|
|
( |
) |
Deferred leasing costs |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable and other liabilities |
|
|
|
|
|
|
||
Tenants' security, escrow deposits and prepaid rent |
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Acquisition of operating real estate, net of cash acquired of $ |
|
|
( |
) |
|
|
( |
) |
Real estate development and capital improvements |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of real estate |
|
|
|
|
|
|
||
Proceeds from property insurance casualty claims |
|
|
|
|
|
— |
|
|
Issuance of notes receivable |
|
|
( |
) |
|
|
( |
) |
Collection of notes receivable |
|
|
|
|
|
|
||
Investments in real estate partnerships |
|
|
( |
) |
|
|
( |
) |
Return of capital from investments in real estate partnerships |
|
|
|
|
|
|
||
Dividends on investment securities |
|
|
|
|
|
|
||
Purchase of investment securities |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of investment securities |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
6
|
|
Nine months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Net proceeds from common stock issuance |
|
|
|
|
|
|
||
Tax withholding on stock-based compensation |
|
|
( |
) |
|
|
( |
) |
Redemption of exchangeable operating partnership units |
|
|
|
|
|
( |
) |
|
Proceeds from sale of treasury stock |
|
|
|
|
|
|
||
Contributions from noncontrolling interests |
|
|
|
|
|
|
||
Distributions to and redemptions of noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Distributions to exchangeable operating partnership unit holders |
|
|
( |
) |
|
|
( |
) |
Dividends paid to common shareholders |
|
|
( |
) |
|
|
( |
) |
Dividends paid to preferred shareholders |
|
|
( |
) |
|
|
( |
) |
Repayment of fixed rate unsecured private placement notes |
|
|
( |
) |
|
|
|
|
Proceeds from issuance of fixed rate unsecured notes, net of debt discount |
|
|
|
|
|
|
||
Proceeds from unsecured credit facility |
|
|
|
|
|
|
||
Repayment of unsecured credit facility |
|
|
( |
) |
|
|
( |
) |
Proceeds from notes payable |
|
|
|
|
|
|
||
Repayment of notes payable |
|
|
( |
) |
|
|
( |
) |
Scheduled principal payments |
|
|
( |
) |
|
|
( |
) |
Payment of financing costs |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net increase in cash and cash equivalents and restricted cash |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash at beginning of the period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash at end of the period |
|
$ |
|
|
|
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest (net of capitalized interest of $ |
|
$ |
|
|
|
|
||
Supplemental disclosure of non-cash transactions: |
|
|
|
|
|
|
||
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid |
|
$ |
|
|
|
|
||
Acquisition of operating real estate: |
|
|
|
|
|
|
||
Acquired lease intangible assets |
|
$ |
|
|
|
|
||
Notes payable assumed in acquisition, at fair value |
|
$ |
|
|
|
|
||
Intangible liabilities, Accounts payable and other liabilities |
|
$ |
|
|
|
|
||
Acquisition of previously unconsolidated real estate investments: |
|
|
|
|
|
|
||
Acquired lease intangible assets |
|
$ |
|
|
|
|
||
Notes payable assumed in acquisition, at fair value |
|
$ |
|
|
|
|
||
Intangible liabilities, Accounts payable and other liabilities |
|
$ |
|
|
|
|
||
Acquisition of real estate assets |
|
$ |
|
|
|
|
||
Exchangeable operating partnership units issued for acquisition of real estate |
|
$ |
|
|
|
|
||
Change in accrued capital expenditures |
|
$ |
|
|
|
|
||
Contributions to investments in real estate partnerships |
|
$ |
|
|
|
|
||
The accompanying notes are an integral part of the consolidated financial statements.
7
REGENCY CENTERS, L.P.
Consolidated Balance Sheets
September 30, 2026 and December 31, 2025
(in thousands)
|
|
2026 |
|
|
2025 |
|
||
Assets |
|
(unaudited) |
|
|
|
|
||
Net real estate investments: |
|
|
|
|
|
|
||
Real estate assets, at cost |
|
$ |
|
|
|
|
||
Less: accumulated depreciation |
|
|
|
|
|
|
||
Real estate assets, net |
|
|
|
|
|
|
||
Investments in sales-type leases, net |
|
|
|
|
|
|
||
Investments in real estate partnerships |
|
|
|
|
|
|
||
Net real estate investments |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash, including $ |
|
|
|
|
|
|
||
Tenant and other receivables, net |
|
|
|
|
|
|
||
Deferred leasing costs, less accumulated amortization of $ |
|
|
|
|
|
|
||
Acquired lease intangible assets, less accumulated amortization of $ |
|
|
|
|
|
|
||
Right of use assets, net |
|
|
|
|
|
|
||
Other assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
|
|
||
Liabilities and Capital |
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
|
||
Notes payable, net |
|
$ |
|
|
|
|
||
Unsecured credit facility |
|
|
|
|
|
|
||
Accounts payable and other liabilities |
|
|
|
|
|
|
||
Acquired lease intangible liabilities, less accumulated amortization of $ |
|
|
|
|
|
|
||
Lease liabilities |
|
|
|
|
|
|
||
Tenants' security, escrow deposits and prepaid rent |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
|
|
— |
|
|
|
— |
|
|
Capital: |
|
|
|
|
|
|
||
Partners' capital: |
|
|
|
|
|
|
||
Preferred units $ |
|
|
|
|
|
|
||
General partner's common units, |
|
|
|
|
|
|
||
Limited partners' common units, |
|
|
|
|
|
|
||
Accumulated other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
Total partners' capital |
|
|
|
|
|
|
||
Noncontrolling interest: Limited partners' interests in consolidated partnerships |
|
|
|
|
|
|
||
Total capital |
|
|
|
|
|
|
||
Total liabilities and capital |
|
$ |
|
|
|
|
||
The accompanying notes are an integral part of the consolidated financial statements.
8
REGENCY CENTERS, L.P.
Consolidated Statements of Operations
For the periods ended September 30, 2026, and 2025
(in thousands, except per unit data)
(unaudited)
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Lease income |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Other property income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management, transaction, and other fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property operating expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real estate taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other expense, net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for impairment of real estate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on sale of real estate, net of tax |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net investment income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total other expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income before equity in income of investments in real estate partnerships |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity in income of investments in real estate partnerships |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Limited partners' interests in consolidated partnerships |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income attributable to the Partnership |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred unit distributions |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income attributable to common unit holders |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to common unit holders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per common unit - basic |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Per common unit - diluted |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
9
REGENCY CENTERS, L.P.
Consolidated Statements of Comprehensive Income
For the periods ended September 30, 2026, and 2025
(in thousands)
(unaudited)
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective portion of change in fair value of derivative instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Effective portion of change in fair value of derivative instruments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||
Reclassification adjustment of derivative instruments included in net income |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Unrealized (loss) gain on available-for-sale debt securities |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other comprehensive income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less: comprehensive income attributable to noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income (loss) attributable to noncontrolling interests |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Comprehensive income attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive income attributable to the Partnership |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
The accompanying notes are an integral part of the consolidated financial statements.
10
REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the three months ended September 30, 2026 and 2025
(in thousands)
(unaudited)
|
|
General Partner Preferred |
|
|
Limited |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling Interests in |
|
|
Total |
|
||||||
Balance at June 30, 2025 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Net income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjustment for noncontrolling interests in the Operating Partnership |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
||
Contributions from partners |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Distributions to partners |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Preferred unit distributions |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Common units issued as a result of common stock issued by Parent Company, net of issuance costs |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Exchangeable operating partnership units exchanged for common stock of Parent Company |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at September 30, 2025 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at June 30, 2026 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Net income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Contributions from partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Distributions to partners |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Preferred unit distributions |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Balance at September 30, 2026 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of the consolidated financial statements.
11
REGENCY CENTERS, L.P.
Consolidated Statements of Capital
For the nine months ended September 30, 2026 and 2025
(in thousands)
(unaudited)
|
|
General Partner Preferred |
|
|
Limited |
|
|
Accumulated |
|
|
Total |
|
|
Noncontrolling Interests in |
|
|
Total |
|
||||||
Balance at December 31, 2024 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive loss before reclassification |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Amounts reclassified from accumulated other comprehensive loss |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Adjustment for noncontrolling interests in the Operating Partnership |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
— |
|
||
Contributions from partners |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
Distributions to partners |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Preferred unit distributions |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Repurchase of exchangeable operating partnership units |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Common units issued as a result of common stock issued by Parent Company, net of issuance costs |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Exchangeable operating partnership units exchanged for common stock of Parent Company |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Balance at September 30, 2025 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance at December 31, 2025 |
|
$ |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||||
Net income |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||||
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other comprehensive income before reclassification |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amounts reclassified from accumulated other comprehensive income |
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Deferred compensation plan, net |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Contributions from partners |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Distributions to partners |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Preferred unit distributions |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances |
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Balance at September 30, 2026 |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
The accompanying notes are an integral part of the consolidated financial statements.
12
REGENCY CENTERS, L.P.
Consolidated Statements of Cash Flows
For the periods ended September 30, 2026, and 2025
(in thousands)
(unaudited)
|
|
Nine months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Amortization of deferred financing costs and debt premiums |
|
|
|
|
|
|
||
Amortization of above and below market lease intangibles, net |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation, net of capitalization |
|
|
|
|
|
|
||
Equity in income of investments in real estate partnerships |
|
|
( |
) |
|
|
( |
) |
Gain on sale of real estate, net of tax |
|
|
( |
) |
|
|
( |
) |
Provision for impairment of real estate |
|
|
|
|
|
|
||
Distribution of earnings from investments in real estate partnerships |
|
|
|
|
|
|
||
Deferred compensation expense |
|
|
|
|
|
|
||
Realized and unrealized gain on investments |
|
|
( |
) |
|
|
( |
) |
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Tenant and other receivables |
|
|
( |
) |
|
|
( |
) |
Deferred leasing costs |
|
|
( |
) |
|
|
( |
) |
Other assets |
|
|
( |
) |
|
|
( |
) |
Accounts payable and other liabilities |
|
|
|
|
|
|
||
Tenants' security, escrow deposits and prepaid rent |
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Acquisition of operating real estate, net of cash acquired of $ |
|
|
( |
) |
|
|
( |
) |
Real estate development and capital improvements |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of real estate |
|
|
|
|
|
|
||
Proceeds from property insurance casualty claims |
|
|
|
|
|
— |
|
|
Issuance of notes receivable |
|
|
( |
) |
|
|
( |
) |
Collection of notes receivable |
|
|
|
|
|
|
||
Investments in real estate partnerships |
|
|
( |
) |
|
|
( |
) |
Return of capital from investments in real estate partnerships |
|
|
|
|
|
|
||
Dividends on investment securities |
|
|
|
|
|
|
||
Purchase of investment securities |
|
|
( |
) |
|
|
( |
) |
Proceeds from sale of investment securities |
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
13
|
|
Nine months ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flows from financing activities: |
|
|
|
|
|
|
||
Net proceeds from common stock issuance |
|
|
|
|
|
|
||
Tax withholding on stock-based compensation |
|
|
( |
) |
|
|
( |
) |
Redemption of exchangeable operating partnership units |
|
|
|
|
|
( |
) |
|
Proceeds from sale of treasury stock |
|
|
|
|
|
|
||
Contributions from noncontrolling interests |
|
|
|
|
|
|
||
Distributions to and redemptions of noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Distributions to partners |
|
|
( |
) |
|
|
( |
) |
Distributions paid to preferred unit holders |
|
|
( |
) |
|
|
( |
) |
Repayment of fixed rate unsecured private placement notes |
|
|
( |
) |
|
|
— |
|
Proceeds from issuance of fixed rate unsecured notes, net of debt discount |
|
|
|
|
|
|
||
Proceeds from unsecured credit facility |
|
|
|
|
|
|
||
Repayment of unsecured credit facility |
|
|
( |
) |
|
|
( |
) |
Proceeds from notes payable |
|
|
|
|
|
|
||
Repayment of notes payable |
|
|
( |
) |
|
|
( |
) |
Scheduled principal payments |
|
|
( |
) |
|
|
( |
) |
Payment of financing costs |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Net increase in cash and cash equivalents and restricted cash |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash at beginning of the period |
|
|
|
|
|
|
||
Cash and cash equivalents and restricted cash at end of the period |
|
$ |
|
|
|
|
||
|
|
|
|
|
|
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Cash paid for interest (net of capitalized interest of $ |
|
$ |
|
|
|
|
||
Supplemental disclosure of non-cash transactions: |
|
|
|
|
|
|
||
Common and Preferred units, and exchangeable operating partnership units distributions declared but not paid |
|
$ |
|
|
|
|
||
Acquisition of operating real estate: |
|
|
|
|
|
|
||
Acquired lease intangible assets |
|
$ |
|
|
|
|
||
Notes payable assumed in acquisition, at fair value |
|
$ |
|
|
|
|
||
Intangible liabilities, Accounts payable and other liabilities |
|
$ |
|
|
|
|
||
Acquisition of previously unconsolidated real estate investments: |
|
|
|
|
|
|
||
Acquired lease intangible assets |
|
$ |
|
|
|
|
||
Notes payable assumed in acquisition, at fair value |
|
$ |
|
|
|
|
||
Intangible liabilities, Accounts payable and other liabilities |
|
$ |
|
|
|
|
||
Acquisition of real estate assets |
|
$ |
|
|
|
|
||
Exchangeable operating partnership units issued for acquisition of real estate |
|
$ |
|
|
|
|
||
Change in accrued capital expenditures |
|
$ |
|
|
|
|
||
Contributions to investments in real estate partnerships |
|
$ |
|
|
|
|
||
The accompanying notes are an integral part of the consolidated financial statements.
14
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
1. |
Organization and Significant Accounting Policies |
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 or liabilities other than through its investment in the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership. As of September 30, 2026, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned
Basis of Presentation
The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”), as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature.
Estimates, Risks and Uncertainties
The preparation of the Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to change.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent may be influenced by macroeconomic conditions, including inflation, elevated interest rates, volatility in energy prices, and changes in consumer confidence and spending. Additionally, geopolitical challenges, including the war involving Russia and Ukraine and conflicts in the Middle East, could adversely impact the U.S. economy and the operating and financial success of the Company's tenants.
Changes in government policies, including trade and tariff policies, tax and immigration policies, federal government spending, and economic sanctions, as well as monetary policy decisions by the Federal Reserve, could also impact economic conditions. These factors, individually or collectively, could result in higher operating costs for tenants, reduced consumer confidence and spending, slower economic growth, and potentially a recession, thereby adversely impacting tenants' ability to pay rent and future demand for space in shopping centers, which could adversely impact occupancy rates and rents. The potential impact of these macroeconomic, geopolitical, and policy-related factors on the Company's financial condition, results of operations, and cash flows continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K, as supplemented by the discussion in Item 1A of Part II of this Quarterly Report on Form 10-Q, for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.
15
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
Investment Risk Concentrations
As of September 30, 2026, no single tenant comprised 10% or more of our aggregate annualized base rent ("ABR"). As of September 30, 2026, the Company had three geographic concentrations that individually accounted for at least 10% of its aggregate ABR. Real estate properties located in California, Florida and the New York-Newark-Jersey City core-based statistical area accounted for
Consolidation
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.
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 September 30, 2026, the Parent Company owned approximately
Real Estate Partnerships
As of September 30, 2026, the Company held partial ownership interests in
The assets of these partnerships are restricted to use by the respective partnerships and cannot be directly reached by general creditors of the Company. Similarly, the obligations of the partnerships are backed by, and can only be settled through the assets of these partnerships or by additional capital contributions by the partners, except to the extent that the Company has provided contractual payment guarantees.
Some of these entities have been determined to be variable interest entities ("VIEs") under applicable accounting guidelines. This determination is primarily based on the assessment that the Limited Partners lack substantive kick-out rights (i.e., the ability to remove the general or managing partner with a simple majority vote or less) and do not possess substantive participating rights.
For those VIE partnerships in which the Company is deemed to be the primary beneficiary in accordance with GAAP, the Company consolidates the entity in its financial statements and the Limited Partners’ ownership interests in such entities are reported as noncontrolling interests.
16
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
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) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Assets |
|
|
|
|
|
|
||
Real estate assets, net |
|
$ |
|
|
|
|
||
Cash, cash equivalents and restricted cash |
|
|
|
|
|
|
||
Tenant and other receivables, net |
|
|
|
|
|
|
||
Deferred costs, net |
|
|
|
|
|
|
||
Acquired lease intangible assets, net |
|
|
|
|
|
|
||
Right of use assets, net |
|
|
— |
|
|
|
|
|
Other assets |
|
|
|
|
|
|
||
Total Assets |
|
$ |
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
||
Notes payable |
|
$ |
|
|
|
|
||
Accounts payable and other liabilities |
|
|
|
|
|
|
||
Acquired lease intangible liabilities, net |
|
|
|
|
|
|
||
Tenants' security, escrow deposits and prepaid rent |
|
|
|
|
|
|
||
Lease liabilities |
|
|
— |
|
|
|
|
|
Total Liabilities |
|
$ |
|
|
|
|
||
For partnerships in which the Company is not the primary beneficiary and does not hold a controlling financial interest but is able to exercise significant influence, the Company accounts for its investments using the equity method of accounting.
Revenues, and Tenant and other Receivables
Income within Management, transaction, and other fees is primarily derived from contracts with the Company's investments in real estate partnerships.
|
|
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
Timing of satisfaction of performance obligations |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Management, transaction, and other fees: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property management services |
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|||||
Asset management services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Leasing services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Other transaction fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total management, transaction, and other fees |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
The accounts receivable for total management, transactions, and other fees, which are included within Tenant and other receivables, net in the accompanying Consolidated Balance Sheets, are $
17
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements and the expected impact on our financial statements:
Standard |
|
Description |
|
Effective date |
|
Effect on the financial statements or other significant matters |
Recently issued: |
|
|
|
|
|
|
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses
ASU 2025-01, Income Statement - Reporting Comprehensive, Income -Expense Disaggregation Disclosures (Subtopic 220-40), Clarifying the Effective Date |
|
ASU 2024-03 requires public business entities to provide additional disclosures that disaggregate certain income statement expense captions into specified categories. The ASU does not impact the presentation of expenses on the face of the income statement but requires additional footnote disclosures to provide users of the financial statements with greater insight into the nature and composition of reported expenses. |
|
Fiscal years beginning January 1, 2027, and interim periods for fiscal years beginning January 1, 2028; Early adoption permitted. |
|
The Company is assessing the impact this ASU will have on the Company’s financial statement disclosures. While the adoption of this standard is not expected to have a material impact on the financial position or results of operations, it will require enhanced footnote disclosures related to the disaggregation of income statement expenses. |
ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity |
|
ASU 2025-03 clarifies the guidance in determining the accounting acquirer in a business combination effected primarily by exchanging equity interests when the acquiree is a VIE that meets the definition of a business. |
|
January 1, 2027; Early adoption is permitted. |
|
The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company's financial position or results of operations.
|
ASU 2025-06, Intangibles—Goodwill and Other— Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software |
|
ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs and makes targeted improvements for accounting for internally developed software to be sold or marketed externally. |
|
January 1, 2028; Early adoption is permitted. |
|
The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company’s financial position or results of operations.
|
ASU 2026-02, Environmental Credits and Environmental Credit Obligations (Topic 818) |
|
ASU 2026-02 establishes a comprehensive accounting framework for environmental credits and related environmental compliance obligations. The ASU provides guidance on the recognition, measurement, presentation, derecognition, and disclosure of environmental credits, including renewable energy certificates, carbon offsets, emissions allowances, and similar instruments. |
|
January 1, 2028; Early adoption is permitted. |
|
The Company is currently evaluating the impact of this ASU, but the adoption will not have a material effect on the Company’s financial position or results of operations.
|
18
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
2. |
Real Estate Investments |
The following tables detail the properties acquired for the periods set forth below:
(in thousands) |
Nine months ended September 30, 2026 |
|
|||||||||||||||||
Date Purchased |
Property Name |
City/State |
Property |
Regency's Ownership |
Purchase |
|
|
Debt |
|
|
Intangible |
|
|
Intangible |
|
||||
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating |
$ |
|
|
|
|
|
|
|
|
|
|
||||||||
Redevelopment |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Outparcel |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Outparcel |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Development |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Development |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Development |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total consolidated |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||||
Unconsolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total unconsolidated |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||||
Total property acquisitions |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||||
19
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
(in thousands) |
Nine months ended September 30, 2025 |
|
|||||||||||||||||
Date Purchased |
Property Name |
City/State |
Property |
Regency's Ownership |
Purchase |
|
|
Debt |
|
|
Intangible |
|
|
Intangible |
|
||||
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating |
$ |
|
|
|
|
|
|
|
|
|
|
||||||||
Outparcel |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Redevelopment |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Development |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Development |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total consolidated |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||||
Unconsolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total unconsolidated |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||||
Total property acquisitions |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|||||
3. |
Property Dispositions |
The following table provides a summary of consolidated operating properties and land parcels sold during the current period:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands, except number sold data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net proceeds from sale of real estate investments |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Gain on sale of real estate, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Provision for impairment of real estate sold |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Number of operating properties sold |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Number of land parcels sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Percent interest sold |
|
|
|
|
|
|
|
|
||||||||
20
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
4. |
Other Assets |
The following table presents the components of Other assets in the accompanying Consolidated Balance Sheets as of the periods set forth below:
(in thousands) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Goodwill |
|
$ |
|
|
|
|
||
Investments |
|
|
|
|
|
|
||
Prepaid and other |
|
|
|
|
|
|
||
Derivative assets |
|
|
|
|
|
|
||
Furniture, fixtures, and equipment, net ("FF&E") |
|
|
|
|
|
|
||
Deferred financing costs, net |
|
|
|
|
|
|
||
Total other assets |
|
$ |
|
|
|
|
||
5. |
Notes Payable and Unsecured Credit Facilities |
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:
(in thousands) |
|
Scheduled |
|
Weighted |
|
Weighted |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Notes payable: |
|
|
|
|
|
|
|
|
|
|
|
|
||
Fixed rate mortgage loans |
|
|
|
|
$ |
|
|
|
|
|||||
(1) |
|
|
|
|
|
|
|
|
|
|||||
Fixed rate unsecured debt |
|
|
|
|
|
|
|
|
|
|||||
Total notes payable, net |
|
|
|
|
|
|
|
|
|
|
|
|
||
Unsecured credit facility: |
|
|
|
|
|
|
|
|
|
|
|
|
||
$ |
|
|
|
|
|
|
|
|
|
|||||
Total unsecured credit facility |
|
|
|
|
|
|
|
|
|
|
|
|
||
Total debt outstanding |
|
|
|
|
|
|
|
$ |
|
|
|
|
||
Significant financing activity during 2026 includes:
On February 2, 2026, $
On February 18, 2026, the Company issued $
On each of May 11 and August 11, 2026, the Company repaid $
21
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
Scheduled principal payments and maturities on notes payable and the unsecured credit facility were as follows:
(in thousands) |
|
September 30, 2026 |
|
|||||||||||||
Scheduled Principal Payments and Maturities by Year: |
|
Scheduled |
|
|
Mortgage |
|
|
Unsecured |
|
|
Total |
|
||||
2026 (2) |
|
$ |
|
|
|
|
|
|
|
|
|
|
||||
2027 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2028 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2029 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
2030 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beyond 5 Years |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unamortized debt premium/(discount) and issuance costs |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total |
|
$ |
|
|
|
|
|
|
|
|
|
|
||||
The Company was in compliance as of September 30, 2026, with all debt covenants.
6. |
Derivative Instruments |
The Company may use derivative financial instruments, including interest rate swaps, caps, options, floors, and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The Company does not intend to utilize derivative instruments for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that meet the Company's stringent standards for creditworthiness. The Company does not anticipate that any of the counterparties will fail to meet their obligations.
Detail on the Company's interest rate derivatives outstanding is as follows:
(in thousands, except number of instruments data) |
|
|
|
|
|
|
||
Interest Rate Swaps |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Notional amount |
|
$ |
|
|
|
|
||
Number of instruments |
|
|
|
|
|
|
||
Detail on the fair value of the Company's interest rate derivatives is as follows:
(in thousands) |
|
|
|
|
|
|
||
Interest rate swaps classified as: |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Derivative assets |
|
$ |
|
|
|
|
||
Derivative liabilities |
|
|
( |
) |
|
|
( |
) |
Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not enter into derivative instruments for trading or speculative purposes. As of September 30, 2026, all of the Company's derivatives are designated as cash flow hedges.
The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged interest payments affect earnings.
22
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
The following table represents the effect of the derivative financial instruments on the accompanying Consolidated Financial Statements:
Location and Amount of (Loss) Gain Recognized in OCI on Derivative |
|
|
Location and Amount of Gain Reclassified from AOCI into Net Income |
|
|
Total amounts presented in the Consolidated Statements of Operations in which the effects of cash flow hedges are recorded |
|
|||||||||||||||||||||
|
|
Three months ended September 30, |
|
|
|
|
Three months ended September 30, |
|
|
|
|
Three months ended September 30, |
|
|||||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
|
|
2026 |
|
|
2025 |
|
|
|
|
2026 |
|
|
2025 |
|
||||||
Interest rate swaps |
|
$ |
|
|
|
|
|
|
$ |
( |
) |
|
|
( |
) |
|
Interest expense, net |
|
$ |
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Nine months ended September 30, |
|
|
|
|
Nine months ended September 30, |
|
|
|
|
Nine months ended September 30, |
|
|||||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
|
|
2026 |
|
|
2025 |
|
|
|
|
2026 |
|
|
2025 |
|
||||||
Interest rate swaps |
|
$ |
|
|
|
( |
) |
|
expense, net |
|
$ |
( |
) |
|
|
( |
) |
|
Interest expense, net |
|
$ |
|
|
|
|
|||
As of September 30, 2026, the Company expects approximately $
7. |
Leases |
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 common area maintenance, real estate taxes and insurance (collectively, "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:
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:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating lease income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fixed and in-substance fixed lease income |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Variable lease income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other lease related income, net: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Above/below market rent and tenant rent inducement amortization, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Uncollectible straight-line rent (1) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Uncollectible amounts billable in lease income |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Total lease income |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
23
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
The following table presents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:
(in thousands) |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Tenant receivables |
|
$ |
|
|
|
|
||
Straight-line rent receivables |
|
|
|
|
|
|
||
Other receivables (1) |
|
|
|
|
|
|
||
Total tenant and other receivables |
|
$ |
|
|
|
|
||
8. |
Fair Value Measurements |
(a) 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:
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||
(in thousands) |
|
Carrying |
|
|
Fair Value |
|
|
Carrying |
|
|
Fair Value |
|
||||
Financial assets: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Notes receivable |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Financial liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Notes payable, net |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Unsecured credit facilities (1) |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
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 September 30, 2026, and December 31, 2025, 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.
(b) Fair Value Measurements
The following financial instruments are measured at fair value on a recurring basis:
Securities
The Company has investments in marketable securities that are included within Other assets on the accompanying Consolidated Balance Sheets. The marketable securities, which include mutual funds and exchange-traded funds, are measured at fair value using quoted prices in active markets and are classified as Level 1 inputs of the fair value hierarchy.
24
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
Changes in the value of securities are recorded within Net investment income in the accompanying Consolidated Statements of Operations, and include the following:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Unrealized (Loss) Gain |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Available-for-Sale Debt Securities
Available-for-sale debt securities consist of investments in corporate bonds and agency mortgage-backed securities. These securities are recorded at fair value, which is determined using either recent trade prices for the identical debt instrument or comparable instruments by issuers of similar industry sector, issuer credit rating, duration and security type. The fair value measurements for these are considered Level 2 inputs of the fair value hierarchy. Unrealized gains and losses on these available-for-sale debt securities are recognized through Other comprehensive income.
Interest Rate Derivatives
The fair value of the Company's interest rate derivatives is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate swaps. As a result, the Company determined that its interest rate swaps valuation in its entirety is classified in Level 2 of the fair value hierarchy.
The following tables summarize the Company's recurring fair value measurements of assets and liabilities by level within the fair value hierarchy:
|
Fair Value Measurements as of September 30, 2026 |
|
|||||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant Other Observable Inputs |
|
|
Significant Unobservable Inputs |
|
||||
(in thousands) |
Balance |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
||||
Securities |
$ |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Available-for-sale debt securities |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Interest rate derivatives |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total |
$ |
|
|
|
|
|
|
|
|
|
— |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivatives |
$ |
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
Fair Value Measurements as of December 31, 2025 |
|
|||||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant Other Observable Inputs |
|
|
Significant Unobservable Inputs |
|
||||
(in thousands) |
Balance |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
||||
Securities |
$ |
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Available-for-sale debt securities |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Interest rate derivatives |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total |
$ |
|
|
|
|
|
|
|
|
|
— |
|
|||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate derivatives |
$ |
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
25
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
The following table summarizes the Company's nonrecurring fair value measurements of operating properties and related impairment losses by level within the fair value hierarchy:
|
Fair Value Measurements as of September 30, 2026 |
|
|||||||||||||||||
|
|
|
|
Quoted Prices in Active Markets for Identical Assets |
|
|
Significant Other Observable Inputs |
|
|
Significant Unobservable Inputs |
|
|
Total |
|
|||||
(in thousands) |
Balance |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
Losses |
|
|||||
Operating property held and used |
$ |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
||||
During the three and nine months ended September 30, 2026, the Company recorded a $
The impairment charges are included in Provision for impairment of real estate in the accompanying Consolidated Statements of Operations.
As of December 31, 2025, there were no real estate assets measured at fair value on a nonrecurring basis.
9. |
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 September 30, 2026 and December 31, 2025 |
||||||||||||
|
Date of Issuance (1) |
|
Shares Issued and Outstanding |
|
|
Liquidation Preference |
|
|
Distribution Rate |
|
Callable By Company |
||
Series A |
|
|
|
|
$ |
|
|
|
On demand |
||||
Series B |
|
|
|
|
|
|
|
|
On demand |
||||
|
|
|
|
|
|
$ |
|
|
|
|
|
||
Common Stock of the Parent Company
At the Market ("ATM") Program
Under the Parent Company's ATM Program, as reauthorized by the Board in February 2026, the Parent Company may sell up to $
As of September 30, 2026, $
26
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
Stock Repurchase Program
On February 4, 2026, the Board authorized a common stock repurchase program under which the Company may purchase up to $
During the nine months ended September 30, 2026, the Company made
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, redeemed, or retired on a one-for-one basis with shares of the Parent Company’s common stock, as described above.
Dividends Declared
The following table provides a summary of dividends declared per share by the Parent Company for the periods presented. Distributions declared by the Operating Partnership on its Common Units and Preferred Units were equal, on a per-unit basis, to the per share dividends declared on the corresponding classes of the Parent Company's stock.
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Common Stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Series A Preferred Stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Series B Preferred Stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
10. |
Stock-Based Compensation |
The Company granted
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Restricted stock |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Directors' fees paid in common stock and other employee stock grants |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Capitalized stock-based compensation |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Stock-based compensation, net of capitalization |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
27
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
11. |
Earnings per Share and Unit |
Parent Company Earnings per Share
The following summarizes the calculation of basic and diluted earnings per share:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands, except per share data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to common shareholders - basic |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Net income attributable to common shareholders - diluted |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding for basic EPS |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding for diluted EPS (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per common share – basic |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Net income per common share – diluted |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
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
Operating Partnership Earnings per Unit
The following summarizes the calculation of basic and diluted earnings per unit ("EPU"):
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands, except per unit data) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to common unit holders - basic |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Net income attributable to common unit holders - diluted |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common units outstanding for basic EPU |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common units outstanding for diluted EPU (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income per common unit – basic |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Net income per common unit – diluted |
|
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
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 unit. Accordingly, the impact of such assumed exchanges has not been included in the determination of diluted net income per unit calculations.
28
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
12. |
Segment Information |
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 following tables provide information about the Company's reportable segment's revenues, significant expenses, net operating income ("NOI") and the reconciliation of NOI to the Company’s consolidated Net income:
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Lease income |
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Other property income |
|
|
|
|
|
|
|
|
|
|
|
||||
Less: |
|
|
|
|
|
|
|
|
|
|
|
||||
Straight-line rent on lease income |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Above/below market rent amortization, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total real estate revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses (1) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Real estate taxes |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
NOI |
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Reconciliation of NOI to Net income: |
|
|
|
|
|
|
|
|
|
|
|
||||
NOI |
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
Consolidated: |
|
|
|
|
|
|
|
|
|
|
|
||||
Straight-line rent on lease income |
|
|
|
|
|
|
|
|
|
|
|
||||
Above/below market rent amortization, net |
|
|
|
|
|
|
|
|
|
|
|
||||
Management, transaction, and other fees |
|
|
|
|
|
|
|
|
|
|
|
||||
Straight-line rent on ground rent |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Above/below market ground rent amortization |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation and amortization |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
General and administrative |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other operating expenses |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other expense, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Add: Share of noncontrolling interests excluded from NOI |
|
|
|
|
|
|
|
|
|
|
|
||||
Less: Equity in income of investments in real estate excluded from NOI |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Net income |
$ |
|
|
|
|
|
$ |
|
|
|
|
||||
13. |
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.
29
REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.
Notes to Unaudited Consolidated Financial Statements
September 30, 2026
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 $
Letters of Credit
The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $
30
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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:
As more specifically described in Part I, Item 1A. “Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025 ("2025 Form 10-K") and in Part II, Item 1A. "Risk Factors" in this Report. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our 2025 Form 10-K, subsequent Quarterly Reports on Form 10-Q, and our other filings with and submissions to the 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.
Non-GAAP Financial Measures
In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP financial measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP financial measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP financial measures to determine how best to provide relevant information to the public, and thus such reported measures could change.
We do not consider non-GAAP financial measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.
31
Our non-GAAP financial measures include the following:
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.
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.
We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate investment partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP financial measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.
The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated real estate investment partnerships, and the Pro-rata presentations of the assets and liabilities, and revenues and expenses do not represent our legal claim to such items. The partners are entitled to profit or loss allocations and distributions of cash flows according to the operating agreements, which generally provide for such allocations according to their invested capital. Our share of invested capital establishes the ownership interests we use to prepare our Pro-rata share.
32
The presentation of Pro-rata information has limitations which include, but are not limited to, the following:
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.
Same property NOI includes revenues and operating expenses associated with these properties but excludes items that are not indicative of ongoing operating performance. These include, without limitation, termination fees, as well as corporate-level expenses, financing costs, and other non-operating items.
Management believes this measure provides investors with a useful and consistent comparison of the Company’s operating performance and trends. Management uses Same Property NOI as a supplemental measure to assess property-level performance and to compare the performance of its stabilized property portfolio across reporting periods. This measure allows investors to evaluate trends in revenue and expense growth for properties that have been consistently operated during the periods.
Other Defined Terms
The following terms, as defined, are commonly used by management and the investing public to understand, and evaluate our operational results, and are included in this document:
33
Overview of Our Strategy
Regency Centers Corporation began operations as a publicly-traded REIT in 1993. All of our operating, investing, and financing activities are performed through our Operating Partnership, Regency Centers, L.P. and its wholly-owned subsidiaries, and through our real estate partnerships. As of September 30, 2026, the Parent Company owned approximately 97.9% of the outstanding Common Units and 100% of the Preferred Units of the Operating Partnership.
We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics. As of September 30, 2026, we had full or partial ownership interests in 486 retail properties. Our properties are high-quality neighborhood and community shopping centers primarily anchored by market leading grocers and principally located in suburban markets within the country's most desirable metro areas, and contain approximately 59.2 million square feet ("SF") of GLA. 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:
Our goals are to:
Executing on our Strategy
During the nine months ended September 30, 2026, Net income attributable to common shareholders was $312.6 million, compared to $314.7 million in the prior-year period.
During the nine months ended September 30, 2026:
34
We continued our development and redevelopment of high-quality shopping centers:
We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:
Economic Conditions
Refer to the Estimates, Risks and Uncertainties section in Note 1 — Organization and Significant Accounting Policies, as these risks and uncertainties could have a material impact on future results of operations and trends.
Property Portfolio
The following table summarizes general information related to the consolidated properties in our portfolio:
(GLA in thousands) |
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Number of Properties |
395 |
|
|
391 |
|
||
GLA |
|
46,669 |
|
|
|
46,102 |
|
% Leased – Operating and Development |
|
96.5 |
% |
|
|
96.0 |
% |
% Leased – Operating |
|
96.9 |
% |
|
|
96.6 |
% |
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions. |
$26.99 |
|
|
$26.55 |
|
||
The following table summarizes general information related to the unconsolidated properties owned in real estate investment partnerships in our portfolio:
(GLA in thousands) |
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Number of Properties |
91 |
|
|
90 |
|
||
GLA |
|
12,563 |
|
|
|
12,275 |
|
% Leased – Operating and Development |
|
96.7 |
% |
|
|
96.8 |
% |
% Leased – Operating |
|
96.7 |
% |
|
|
96.8 |
% |
Weighted average annual effective rent PSF, net of tenant concessions |
$26.07 |
|
|
$25.87 |
|
||
The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
Percent Leased – All Properties |
|
96.6 |
% |
|
|
96.3 |
% |
Anchor Space (spaces ≥ 10,000 SF) |
|
98.5 |
% |
|
|
98.4 |
% |
Shop Space (spaces < 10,000 SF) |
|
93.5 |
% |
|
|
93.0 |
% |
35
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):
|
|
Nine months ended September 30, 2026 |
|
|||||||||||||||||
|
|
Leasing |
|
|
SF (in |
|
|
Base Rent |
|
|
Tenant |
|
|
Leasing |
|
|||||
Anchor Space Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New |
|
|
26 |
|
|
|
578 |
|
|
$ |
24.72 |
|
|
$ |
50.80 |
|
|
$ |
8.00 |
|
Renewal |
|
|
103 |
|
|
|
2,501 |
|
|
|
18.47 |
|
|
|
0.31 |
|
|
|
0.33 |
|
Total Anchor Space Leases |
|
|
129 |
|
|
|
3,079 |
|
|
$ |
19.64 |
|
|
$ |
9.79 |
|
|
$ |
1.77 |
|
Shop Space Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New |
|
|
406 |
|
|
|
815 |
|
|
$ |
44.05 |
|
|
$ |
56.74 |
|
|
$ |
18.47 |
|
Renewal |
|
|
843 |
|
|
|
1,616 |
|
|
|
41.32 |
|
|
|
2.15 |
|
|
|
1.53 |
|
Total Shop Space Leases |
|
|
1,249 |
|
|
|
2,431 |
|
|
$ |
42.24 |
|
|
$ |
20.45 |
|
|
$ |
7.21 |
|
Total Leases |
|
|
1,378 |
|
|
|
5,510 |
|
|
$ |
29.61 |
|
|
$ |
14.49 |
|
|
$ |
4.17 |
|
|
|
Nine months ended September 30, 2025 |
|
|||||||||||||||||
|
|
Leasing |
|
|
SF (in |
|
|
Base Rent |
|
|
Tenant |
|
|
Leasing |
|
|||||
Anchor Space Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New |
|
|
20 |
|
|
|
519 |
|
|
$ |
19.16 |
|
|
$ |
34.28 |
|
|
$ |
3.97 |
|
Renewal |
|
|
78 |
|
|
|
2,388 |
|
|
|
14.93 |
|
|
|
0.80 |
|
|
|
0.39 |
|
Total Anchor Space Leases |
|
|
98 |
|
|
|
2,907 |
|
|
$ |
15.68 |
|
|
$ |
6.78 |
|
|
$ |
1.03 |
|
Shop Space Leases |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
New |
|
|
415 |
|
|
|
759 |
|
|
$ |
42.27 |
|
|
$ |
48.56 |
|
|
$ |
16.71 |
|
Renewal |
|
|
905 |
|
|
|
1,676 |
|
|
|
41.00 |
|
|
|
1.46 |
|
|
|
1.30 |
|
Total Shop Space Leases |
|
|
1,320 |
|
|
|
2,435 |
|
|
$ |
41.39 |
|
|
$ |
16.14 |
|
|
$ |
6.10 |
|
Total Leases |
|
|
1,418 |
|
|
|
5,342 |
|
|
$ |
27.40 |
|
|
$ |
11.05 |
|
|
$ |
3.34 |
|
The weighted-average base rent PSF on Shop Space leases signed during the nine months ended September 30, 2026 is $42.24 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 $39.24 PSF. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 11.4% for the nine months ended September 30, 2026, compared to 10.4% for the nine months ended September 30, 2025.
Diversification and Concentration of Tenant Risk
We seek to reduce our risk by limiting 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:
|
|
September 30, 2026 |
||||||
Tenant |
|
Number of |
|
|
Percentage of |
|
Percentage of |
|
Publix |
|
|
67 |
|
|
5.7% |
|
2.8% |
Amazon/Whole Foods |
|
|
42 |
|
|
2.8% |
|
2.7% |
TJX Companies, Inc. |
|
|
77 |
|
|
3.6% |
|
2.7% |
Albertsons Companies, Inc. |
|
|
51 |
|
|
4.1% |
|
2.7% |
Kroger Co. |
|
|
52 |
|
|
6.0% |
|
2.5% |
36
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 disposable income.
The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent may be influenced by evolving political, economic, trade, tax and immigration policies and macroeconomic uncertainty, and the success of the Company's tenants, in the aggregate, is important to the operating and financial success of the Company. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other countries), entry into and termination of treaties and trade agreements, and economic sanctions, as well as global economic conflicts. Additionally, geopolitical and macroeconomic challenges, including the war involving Russia and Ukraine, and conflicts in the Middle East involving the U.S. and its allies, Iran and its allies, and Israel, could adversely impact aspects of the U.S. economy and, therefore, consumer confidence and spending.
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. At September 30, 2026, the tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.3% of our Pro-rata annual base rent.
Results of Operations
Comparison of the three months ended September 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
|
|
Three months ended September 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Lease income |
|
|
|
|
|
|
|
|
|
|||
Base rent |
|
$ |
283,437 |
|
|
|
265,289 |
|
|
|
18,148 |
|
Recoveries from tenants |
|
|
102,679 |
|
|
|
92,406 |
|
|
|
10,273 |
|
Percentage rent |
|
|
2,130 |
|
|
|
1,950 |
|
|
|
180 |
|
Uncollectible lease income |
|
|
(192 |
) |
|
|
53 |
|
|
|
(245 |
) |
Other lease income |
|
|
8,362 |
|
|
|
5,536 |
|
|
|
2,826 |
|
Straight-line rent |
|
|
6,685 |
|
|
|
6,743 |
|
|
|
(58 |
) |
Above/below market rent amortization, net |
|
|
5,570 |
|
|
|
5,784 |
|
|
|
(214 |
) |
Total lease income |
|
$ |
408,671 |
|
|
|
377,761 |
|
|
|
30,910 |
|
Other property income |
|
|
3,247 |
|
|
|
3,089 |
|
|
|
158 |
|
Management, transaction, and other fees |
|
|
7,140 |
|
|
|
6,720 |
|
|
|
420 |
|
Total revenues |
|
$ |
419,058 |
|
|
|
387,570 |
|
|
|
31,488 |
|
Total lease income increased by $30.9 million primarily due to the following:
37
Changes in our operating expenses are summarized in the following table:
|
|
Three months ended September 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Depreciation and amortization |
|
$ |
107,708 |
|
|
|
102,799 |
|
|
|
4,909 |
|
Property operating expense |
|
|
69,802 |
|
|
|
65,471 |
|
|
|
4,331 |
|
Real estate taxes |
|
|
52,099 |
|
|
|
47,080 |
|
|
|
5,019 |
|
General and administrative |
|
|
25,173 |
|
|
|
27,060 |
|
|
|
(1,887 |
) |
Other operating expenses |
|
|
2,126 |
|
|
|
1,770 |
|
|
|
356 |
|
Total operating expenses |
|
$ |
256,908 |
|
|
|
244,180 |
|
|
|
12,728 |
|
Depreciation and amortization increased by $4.9 million, mainly due to the following:
Property operating expense increased by $4.3 million, mainly due to the following:
Real estate taxes increased by $5.0 million, mainly due to the following:
Changes in other expense, net are summarized in the following table:
|
|
Three months ended September 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|||
Interest on notes payable |
|
$ |
55,545 |
|
|
|
55,064 |
|
|
|
481 |
|
Interest on unsecured credit facilities |
|
|
1,806 |
|
|
|
1,022 |
|
|
|
784 |
|
Capitalized interest |
|
|
(2,526 |
) |
|
|
(2,768 |
) |
|
|
242 |
|
Hedge expense |
|
|
48 |
|
|
|
226 |
|
|
|
(178 |
) |
Interest income |
|
|
(1,388 |
) |
|
|
(2,221 |
) |
|
|
833 |
|
Interest expense, net |
|
$ |
53,485 |
|
|
|
51,323 |
|
|
|
2,162 |
|
Provision for impairment of real estate |
|
|
65,135 |
|
|
|
3,374 |
|
|
|
61,761 |
|
Gain on sale of real estate, net of tax |
|
|
(23,814 |
) |
|
|
(6,198 |
) |
|
|
(17,616 |
) |
Net investment income |
|
|
(609 |
) |
|
|
(2,602 |
) |
|
|
1,993 |
|
Total other expense, net |
|
$ |
94,197 |
|
|
|
45,897 |
|
|
|
48,300 |
|
38
Interest expense, net, increased by $2.2 million primarily due to the following:
During the three months ended September 30, 2026, we recognized $65.1 million of impairment charges related to two operating properties resulting from changes in their expected holding periods, which triggered reassessments of their recoverability. During the three months ended September 30, 2025, we recognized $3.4 million of impairment charges related to the dispositions of three operating properties.
During the three months ended September 30, 2026, we recognized gain on sale of real estate, net of tax of $23.8 million primarily from additional proceeds received related to a prior outparcel sale and one additional outparcel sale. During the three months ended September 30, 2025, we recognized gain on sale of real estate, net of tax of $6.2 million primarily from the sale of an operating property and an outparcel.
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
|
|
Three months ended September 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Net income |
|
$ |
81,914 |
|
|
|
112,617 |
|
|
|
(30,703 |
) |
Income attributable to noncontrolling interests |
|
|
(3,376 |
) |
|
|
(3,244 |
) |
|
|
(132 |
) |
Net income attributable to the Company |
|
|
78,538 |
|
|
|
109,373 |
|
|
|
(30,835 |
) |
Preferred stock dividends |
|
|
(3,413 |
) |
|
|
(3,413 |
) |
|
|
— |
|
Net income attributable to common shareholders |
|
$ |
75,125 |
|
|
|
105,960 |
|
|
|
(30,835 |
) |
Net income attributable to exchangeable operating partnership units |
|
|
(1,577 |
) |
|
|
(1,664 |
) |
|
|
87 |
|
Net income attributable to common unit holders |
|
$ |
76,702 |
|
|
|
107,624 |
|
|
|
(30,922 |
) |
Results of Operations
Comparison of the nine months ended September 30, 2026 and 2025:
Changes in revenues are summarized in the following table:
|
|
Nine months ended September 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Lease income |
|
|
|
|
|
|
|
|
|
|||
Base rent |
|
$ |
838,875 |
|
|
|
778,216 |
|
|
|
60,659 |
|
Recoveries from tenants |
|
|
309,473 |
|
|
|
275,392 |
|
|
|
34,081 |
|
Percentage rent |
|
|
12,140 |
|
|
|
11,558 |
|
|
|
582 |
|
Uncollectible lease income |
|
|
(3,473 |
) |
|
|
(1,906 |
) |
|
|
(1,567 |
) |
Other lease income |
|
|
23,750 |
|
|
|
18,283 |
|
|
|
5,467 |
|
Straight-line rent |
|
|
16,710 |
|
|
|
18,137 |
|
|
|
(1,427 |
) |
Above / below market rent amortization, net |
|
|
16,607 |
|
|
|
18,265 |
|
|
|
(1,658 |
) |
Total lease income |
|
$ |
1,214,082 |
|
|
|
1,117,945 |
|
|
|
96,137 |
|
Other property income |
|
|
9,674 |
|
|
|
10,609 |
|
|
|
(935 |
) |
Management, transaction, and other fees |
|
|
21,265 |
|
|
|
20,776 |
|
|
|
489 |
|
Total revenues |
|
$ |
1,245,021 |
|
|
|
1,149,330 |
|
|
|
95,691 |
|
39
Lease income increased by $96.1 million primarily due to the following:
Changes in our operating expenses are summarized in the following table:
|
|
Nine months ended September 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Depreciation and amortization |
|
$ |
322,933 |
|
|
|
299,108 |
|
|
|
23,825 |
|
Property operating expense |
|
|
214,048 |
|
|
|
194,689 |
|
|
|
19,359 |
|
Real estate taxes |
|
|
153,494 |
|
|
|
140,940 |
|
|
|
12,554 |
|
General and administrative |
|
|
78,346 |
|
|
|
74,140 |
|
|
|
4,206 |
|
Other operating expenses |
|
|
5,164 |
|
|
|
5,402 |
|
|
|
(238 |
) |
Total operating expenses |
|
$ |
773,985 |
|
|
|
714,279 |
|
|
|
59,706 |
|
Depreciation and amortization increased by $23.8 million mainly due to the following:
Property operating expense increased by $19.4 million, mainly due to the following:
40
Real estate taxes increased by $12.6 million, mainly due to the following:
General and administrative costs increased by $4.2 million mainly due to the following:
Changes in Other expense, net are summarized in the following table:
|
|
Nine months ended September 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Interest expense, net |
|
|
|
|
|
|
|
|
|
|||
Interest on notes payable |
|
$ |
166,619 |
|
|
|
154,475 |
|
|
|
12,144 |
|
Interest on unsecured credit facilities |
|
|
5,154 |
|
|
|
6,671 |
|
|
|
(1,517 |
) |
Capitalized interest |
|
|
(7,587 |
) |
|
|
(7,302 |
) |
|
|
(285 |
) |
Hedge expense |
|
|
143 |
|
|
|
677 |
|
|
|
(534 |
) |
Interest income |
|
|
(5,077 |
) |
|
|
(4,913 |
) |
|
|
(164 |
) |
Interest expense, net |
|
$ |
159,252 |
|
|
|
149,608 |
|
|
|
9,644 |
|
Provision for impairment of real estate |
|
|
65,135 |
|
|
|
4,636 |
|
|
|
60,499 |
|
Gain on sale of real estate, net of tax |
|
|
(31,276 |
) |
|
|
(6,005 |
) |
|
|
(25,271 |
) |
Net investment income |
|
|
(4,025 |
) |
|
|
(2,629 |
) |
|
|
(1,396 |
) |
Total other expense, net |
|
$ |
189,086 |
|
|
|
145,610 |
|
|
|
43,476 |
|
Interest expense, net increased by $9.6 million primarily due to the following:
During the nine months ended September 30, 2026, we recognized $65.1 million of impairment charges related to two operating properties resulting from changes in their expected holding periods, which triggered reassessments of their recoverability. During the nine months ended September 30, 2025 we recognized $4.6 million of impairment charges related to the dispositions of five operating properties.
During the nine months ended September 30, 2026, we recognized gain on sale of real estate, net of tax of $31.3 million primarily from the sale of one operating property and four outparcels. During the nine months ended September 30, 2025, we recognized gains on sale of real estate, net of tax of $6.0 million mainly from sales of an operating property and an outparcel.
Net investment income increased by $1.4 million, primarily attributable to a $1.3 million increase in investment returns associated with the non-qualified deferred compensation plan.
Equity in income of investments in real estate partnerships increased by $9.1 million mainly due to gains on partial real estate sales recognized at unconsolidated real estate partnerships during the current period.
41
The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders:
|
|
Nine months ended September 30, |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Net income |
|
$ |
334,451 |
|
|
|
332,819 |
|
|
|
1,632 |
|
Income attributable to noncontrolling interests |
|
|
(11,600 |
) |
|
|
(7,838 |
) |
|
|
(3,762 |
) |
Net income attributable to the Company |
|
|
322,851 |
|
|
|
324,981 |
|
|
|
(2,130 |
) |
Preferred stock dividends |
|
|
(10,239 |
) |
|
|
(10,239 |
) |
|
|
— |
|
Net income attributable to common shareholders |
|
$ |
312,612 |
|
|
|
314,742 |
|
|
|
(2,130 |
) |
Net income attributable to exchangeable operating partnership units |
|
|
(6,554 |
) |
|
|
(2,892 |
) |
|
|
(3,662 |
) |
Net income attributable to common unit holders |
|
$ |
319,166 |
|
|
|
317,634 |
|
|
|
1,532 |
|
Income attributable to noncontrolling interests and Net income attributable to exchangeable operating partnership units increased by $3.8 million and $3.7 million, respectively, primarily due to the issuance of 2.8 million exchangeable operating partnership units to unrelated third-party sellers in connection with the acquisition of five properties in July 2025.
Supplemental Earnings Information on Non-GAAP Financial Measures
We use certain non-GAAP financial measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the operating results. We believe these non-GAAP financial measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, assets and liabilities, along with other non-GAAP financial measures, may assist in comparing our operating results, assets and liabilities to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP financial measures could change. See "Non-GAAP Financial Measures" at the beginning of this Management's Discussion and Analysis.
We do not consider non-GAAP financial measures as an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP financial measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP financial measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects.
Same Property NOI (Non-GAAP Financial Measures):
|
|
Three months ended September 30, |
|
|
|
|
|
Nine months ended September 30, |
|
|
|
|
||||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
2026 |
|
|
2025 |
|
|
Change |
|
||||||
Base rent |
|
$ |
297,068 |
|
|
|
286,032 |
|
|
|
11,036 |
|
|
$ |
882,409 |
|
|
|
851,267 |
|
|
|
31,142 |
|
Recoveries from tenants |
|
|
106,059 |
|
|
|
99,497 |
|
|
|
6,562 |
|
|
|
325,831 |
|
|
|
300,733 |
|
|
|
25,098 |
|
Percentage rent |
|
|
2,290 |
|
|
|
2,159 |
|
|
|
131 |
|
|
|
13,211 |
|
|
|
12,978 |
|
|
|
233 |
|
Uncollectible lease income |
|
|
(459 |
) |
|
|
113 |
|
|
|
(572 |
) |
|
|
(3,279 |
) |
|
|
(1,915 |
) |
|
|
(1,364 |
) |
Other lease income |
|
|
6,052 |
|
|
|
5,013 |
|
|
|
1,039 |
|
|
|
17,584 |
|
|
|
14,528 |
|
|
|
3,056 |
|
Other property income |
|
|
3,012 |
|
|
|
2,583 |
|
|
|
429 |
|
|
|
9,640 |
|
|
|
9,288 |
|
|
|
352 |
|
Total real estate revenue |
|
|
414,022 |
|
|
|
395,397 |
|
|
|
18,625 |
|
|
|
1,245,396 |
|
|
|
1,186,879 |
|
|
|
58,517 |
|
Operating and maintenance |
|
|
68,043 |
|
|
|
65,221 |
|
|
|
2,822 |
|
|
|
210,584 |
|
|
|
196,580 |
|
|
|
14,004 |
|
Real estate taxes |
|
|
53,132 |
|
|
|
50,880 |
|
|
|
2,252 |
|
|
|
160,788 |
|
|
|
152,525 |
|
|
|
8,263 |
|
Ground rent |
|
|
3,712 |
|
|
|
4,078 |
|
|
|
(366 |
) |
|
|
11,001 |
|
|
|
11,274 |
|
|
|
(273 |
) |
Total real estate operating expenses |
|
|
124,887 |
|
|
|
120,179 |
|
|
|
4,708 |
|
|
|
382,373 |
|
|
|
360,379 |
|
|
|
21,994 |
|
Same property NOI |
|
$ |
289,135 |
|
|
|
275,218 |
|
|
|
13,917 |
|
|
$ |
863,023 |
|
|
|
826,500 |
|
|
|
36,523 |
|
Same property NOI growth |
|
|
|
|
|
|
|
|
5.1 |
% |
|
|
|
|
|
|
|
|
4.4 |
% |
||||
42
Same property NOI changed from the following major components:
Total real estate revenue increased by $18.6 million and $58.5 million, on a net basis, during the three and nine months ended September 30, 2026, respectively, as follows:
Total real estate operating expenses increased by $4.7 million and $22.0 million, on a net basis, during the three and nine months ended September 30, 2026, respectively, as follows:
Reconciliation of Net Income Attributable to Common Shareholders to Same Property NOI:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net income attributable to common shareholders |
|
$ |
75,125 |
|
|
|
105,960 |
|
|
$ |
312,612 |
|
|
|
314,742 |
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Management, transaction, and other fees |
|
|
(7,140 |
) |
|
|
(6,720 |
) |
|
|
(21,265 |
) |
|
|
(20,776 |
) |
Other (1) |
|
|
(13,610 |
) |
|
|
(13,654 |
) |
|
|
(37,187 |
) |
|
|
(40,193 |
) |
Plus: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
107,708 |
|
|
|
102,799 |
|
|
|
322,933 |
|
|
|
299,108 |
|
General and administrative |
|
|
25,173 |
|
|
|
27,060 |
|
|
|
78,346 |
|
|
|
74,140 |
|
Other operating expense |
|
|
2,126 |
|
|
|
1,770 |
|
|
|
5,164 |
|
|
|
5,402 |
|
Other expense, net |
|
|
94,197 |
|
|
|
45,897 |
|
|
|
189,086 |
|
|
|
145,610 |
|
Equity in income of investments in real estate excluded from NOI (2) |
|
|
12,818 |
|
|
|
12,099 |
|
|
|
28,158 |
|
|
|
40,229 |
|
Net income attributable to noncontrolling interests |
|
|
3,376 |
|
|
|
3,244 |
|
|
|
11,600 |
|
|
|
7,838 |
|
Preferred stock dividends |
|
|
3,413 |
|
|
|
3,413 |
|
|
|
10,239 |
|
|
|
10,239 |
|
NOI |
|
$ |
303,186 |
|
|
|
281,868 |
|
|
|
899,686 |
|
|
|
836,339 |
|
Less non-same property NOI (3) |
|
|
(14,051 |
) |
|
|
(6,650 |
) |
|
|
(36,663 |
) |
|
|
(9,839 |
) |
Same property NOI |
|
$ |
289,135 |
|
|
|
275,218 |
|
|
$ |
863,023 |
|
|
|
826,500 |
|
43
Nareit FFO, Core Operating Earnings and AFFO (Non-GAAP Financial Measures):
Our reconciliation of net income attributable to common shareholders to Nareit FFO, to Core Operating Earnings, and to AFFO is as follows:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Reconciliation of Net income attributable to common shareholders to Nareit FFO |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income attributable to common shareholders |
|
$ |
75,125 |
|
|
|
105,960 |
|
|
$ |
312,612 |
|
|
|
314,742 |
|
Adjustments to reconcile to Nareit FFO: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization (excluding FF&E) |
|
|
114,074 |
|
|
|
109,933 |
|
|
|
342,792 |
|
|
|
321,296 |
|
Provision for impairment of real estate |
|
|
65,135 |
|
|
|
3,374 |
|
|
|
65,135 |
|
|
|
4,636 |
|
Gain on sale of real estate, net of tax |
|
|
(25,113 |
) |
|
|
(7,432 |
) |
|
|
(45,730 |
) |
|
|
(7,187 |
) |
Exchangeable operating partnership units |
|
|
1,577 |
|
|
|
1,664 |
|
|
|
6,554 |
|
|
|
2,892 |
|
Nareit FFO attributable to common stock and unit holders |
|
$ |
230,798 |
|
|
|
213,499 |
|
|
$ |
681,363 |
|
|
|
636,379 |
|
Reconciliation of Nareit FFO to Core Operating Earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nareit FFO |
|
$ |
230,798 |
|
|
|
213,499 |
|
|
$ |
681,363 |
|
|
|
636,379 |
|
Adjustments to reconcile to Core Operating Earnings: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Certain Non-Cash Items |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Straight-line rent, net (2) |
|
|
(6,736 |
) |
|
|
(7,282 |
) |
|
|
(16,564 |
) |
|
|
(19,459 |
) |
Above/below market rent amortization, net |
|
|
(5,164 |
) |
|
|
(5,423 |
) |
|
|
(15,461 |
) |
|
|
(17,260 |
) |
Debt and derivative mark-to-market amortization |
|
|
1,721 |
|
|
|
1,816 |
|
|
|
5,534 |
|
|
|
4,618 |
|
Core Operating Earnings |
|
$ |
220,619 |
|
|
|
202,610 |
|
|
$ |
654,872 |
|
|
|
604,278 |
|
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Reconciliation of Core Operating Earnings to AFFO: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Core Operating Earnings |
|
$ |
220,619 |
|
|
|
202,610 |
|
|
$ |
654,872 |
|
|
|
604,278 |
|
Adjustments to reconcile to AFFO (1): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating capital expenditures |
|
|
(35,550 |
) |
|
|
(33,832 |
) |
|
|
(103,460 |
) |
|
|
(90,109 |
) |
Debt cost and derivative adjustments |
|
|
2,357 |
|
|
|
2,423 |
|
|
|
6,959 |
|
|
|
6,849 |
|
Stock-based compensation |
|
|
6,179 |
|
|
|
5,321 |
|
|
|
18,108 |
|
|
|
16,219 |
|
AFFO |
|
$ |
193,605 |
|
|
|
176,522 |
|
|
$ |
576,479 |
|
|
|
537,237 |
|
Liquidity and Capital Resources
General
We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash flows from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.
Our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.
We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flows from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from sales of real estate (subject to certain REIT tax distribution rules), mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds
44
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.
We are actively monitoring market conditions and evaluating strategies to mitigate interest rate risk. These strategies may include the use of interest rate swaps, caps, or forward-starting hedges to lock in rates on future debt issuances or refinancings. We are also prioritizing refinancing of maturing debt with long-duration fixed-rate debt where appropriate, to minimize future exposure to rate volatility.
As of September 30, 2026, we had $862.8 million of loans maturing during the next 12 months, including Regency's share of maturities within our unconsolidated real estate partnerships, which we intend to refinance or pay off as they mature. We actively monitor the capital markets and maintain flexibility to access them opportunistically, while proactively managing our debt maturity profile to support a strong balance sheet. We currently expect to address these maturing obligations through a combination of cash flows from operations, refinancing at maturity, available liquidity under our Line, or proceeds from potential property sales.
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 $134.9 million of unrestricted cash, we have the following additional sources of capital available:
(in thousands) |
September 30, 2026 |
|
|
ATM program |
|
|
|
Original offering amount |
$ |
500,000 |
|
Available capacity |
$ |
500,000 |
|
Line of credit |
|
|
|
Total commitment amount |
$ |
1,500,000 |
|
Available capacity (1) |
$ |
1,372,940 |
|
Maturity (2) |
March 23, 2028 |
|
|
The declaration of dividends is determined quarterly by, and in the discretion of, our Board of Directors. While future dividends on shares of our common stock will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to continue qualifying as a REIT for federal income tax purposes.
We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the nine months ended September 30, 2026 and 2025, we generated cash flows from operating activities of $654.2 million and $623.7 million, respectively, and paid $432.9 million and $395.8 million in dividends and distributions to our common and preferred stock and unit holders, in the same respective periods.
We currently have development and redevelopment projects in various stages of planning, design and construction, along with a pipeline of potential projects for future development or redevelopment. After funding the October 2026 dividends for our common and preferred stock and Operating Partnership units, we estimate that we will require capital during the next 12 months of approximately $1.4 billion related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements may be impacted by increased costs of construction caused by, without limitation, tariffs and inflation affecting materials, labor, and services from third-party contractors and suppliers. Additionally, current volatility in oil prices can further drive up transportation and operational costs, contributing to overall project expenses. We continue to implement mitigation strategies including, but not limited to, entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor and material shortages may extend the time to completion of these projects.
If we start new developments or redevelopments, commit to property acquisitions, repay debt with cash, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.
45
We endeavor to maintain a high percentage of unencumbered assets which enables us to access the secured and unsecured debt markets cost effectively and to maintain borrowing capacity on the Line. As of September 30, 2026, 88.4% of our consolidated real estate assets were unencumbered.
Our Line and unsecured debt require that we remain in compliance with various customary financial covenants, which are described in the Consolidated Financial Statements included in our 2025 Form 10-K. We were in compliance with these covenants at September 30, 2026, 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:
|
Nine months ended September 30, |
|
|
|
|
||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
Change |
|
|||
Net cash provided by operating activities |
$ |
654,196 |
|
|
|
623,744 |
|
|
|
30,452 |
|
Net cash used in investing activities |
|
(329,388 |
) |
|
|
(404,711 |
) |
|
|
75,323 |
|
Net cash used in financing activities |
|
(307,212 |
) |
|
|
(75,322 |
) |
|
|
(231,890 |
) |
Net change in cash, cash equivalents, and restricted cash |
$ |
17,596 |
|
|
|
143,711 |
|
|
|
(126,115 |
) |
Cash and cash equivalents and restricted cash at end of the period |
$ |
138,257 |
|
|
|
205,595 |
|
|
|
(67,338 |
) |
Net cash provided by operating activities:
Net cash provided by operating activities increased $30.5 million due to:
Net cash used in investing activities:
Net cash used in investing activities changed by $75.3 million as follows:
|
Nine months ended September 30, |
|
|
|
|
||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
Change |
|
|||
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|||
Acquisition of operating real estate, net of cash acquired of $4,273 in 2025 |
$ |
(58,385 |
) |
|
|
(103,502 |
) |
|
|
45,117 |
|
Real estate development and capital improvements |
|
(317,730 |
) |
|
|
(307,282 |
) |
|
|
(10,448 |
) |
Proceeds from sale of real estate |
|
39,957 |
|
|
|
51,084 |
|
|
|
(11,127 |
) |
Proceeds from property insurance casualty claims |
|
3,383 |
|
|
|
— |
|
|
|
3,383 |
|
Issuance of notes receivable |
|
(1,500 |
) |
|
|
(176 |
) |
|
|
(1,324 |
) |
Collection of notes receivable |
|
1,310 |
|
|
|
479 |
|
|
|
831 |
|
Investments in real estate partnerships |
|
(38,979 |
) |
|
|
(12,399 |
) |
|
|
(26,580 |
) |
Return of capital from investments in real estate partnerships |
|
43,930 |
|
|
|
12,162 |
|
|
|
31,768 |
|
Dividends on investment securities |
|
1,841 |
|
|
|
1,232 |
|
|
|
609 |
|
Purchase of investment securities |
|
(12,633 |
) |
|
|
(99,770 |
) |
|
|
87,137 |
|
Proceeds from sale of investment securities |
|
9,418 |
|
|
|
53,461 |
|
|
|
(44,043 |
) |
Net cash used in investing activities |
$ |
(329,388 |
) |
|
|
(404,711 |
) |
|
|
75,323 |
|
Significant changes in investing activities include:
46
We plan to continue developing and redeveloping shopping centers for long-term investment. During the nine months ended September 30, 2026, we deployed capital of $317.7 million for the development, redevelopment, and capital improvement of our real estate properties, comprised of the following:
|
Nine months ended September 30, |
|
|
|
|
||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
Change |
|
|||
Capital expenditures: |
|
|
|
|
|
|
|
|
|||
Land acquisitions - Development |
|
14,884 |
|
|
|
9,534 |
|
|
|
5,350 |
|
Acquisition of land & improvements - Redevelopment |
|
17,754 |
|
|
|
3,607 |
|
|
|
14,147 |
|
Building and tenant improvements |
|
92,958 |
|
|
|
77,313 |
|
|
|
15,645 |
|
Redevelopment costs |
|
74,184 |
|
|
|
89,797 |
|
|
|
(15,613 |
) |
Development costs |
|
94,183 |
|
|
|
104,587 |
|
|
|
(10,404 |
) |
Capitalized interest |
|
7,485 |
|
|
|
7,655 |
|
|
|
(170 |
) |
Capitalized direct compensation |
|
16,282 |
|
|
|
14,789 |
|
|
|
1,493 |
|
Real estate development and capital improvements |
$ |
317,730 |
|
|
|
307,282 |
|
|
|
10,448 |
|
47
The following table summarizes our development projects in-process and completed:
(in thousands, except cost PSF) |
|
|
|
|
|
|
|
September 30, 2026 |
|
|||||||||||||||
Property Name |
|
Market |
|
Ownership (1) |
|
Start |
|
Estimated |
|
Estimated / Actual Net |
|
|
% of Costs Incurred |
|
|
GLA (1) |
|
|
Cost PSF |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developments In-Process |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sienna Grande Shops |
|
Houston, TX |
|
75% |
|
Q2-2023 |
|
2027 |
|
|
8,964 |
|
|
|
97 |
% |
|
|
23 |
|
|
|
390 |
|
The Village at Seven Pines |
|
Jacksonville, FL |
|
100% |
|
Q3-2025 |
|
2028 |
|
|
112,302 |
|
|
|
39 |
% |
|
|
239 |
|
|
|
470 |
|
Ellis Village Center - Phase 1 |
|
Bay Area, CA |
|
100% |
|
Q3-2025 |
|
2027 |
|
|
29,592 |
|
|
|
63 |
% |
|
|
49 |
|
|
|
604 |
|
Culver Commons |
|
Los Angeles, CA |
|
100% |
|
Q4-2025 |
|
2028 |
|
|
15,852 |
|
|
|
32 |
% |
|
|
14 |
|
|
|
1,132 |
|
Lone Tree Village |
|
Denver, CO |
|
100% |
|
Q4-2025 |
|
2028 |
|
|
29,408 |
|
|
|
64 |
% |
|
|
157 |
|
|
|
187 |
|
Oak Valley Village |
|
Los Angeles, CA |
|
75% |
|
Q4-2025 |
|
2028 |
|
|
44,613 |
|
|
|
35 |
% |
|
|
173 |
|
|
|
258 |
|
The Berkeley at Durbin Park |
|
Jacksonville, FL |
|
100% |
|
Q2-2026 |
|
2028 |
|
|
54,814 |
|
|
|
17 |
% |
|
|
106 |
|
|
|
517 |
|
Redlands Marketplace |
|
Los Angeles, CA |
|
100% |
|
Q3-2026 |
|
2029 |
|
|
46,455 |
|
|
|
13 |
% |
|
|
69 |
|
|
|
673 |
|
The Shops at Fall Hill |
|
Metro DC |
|
100% |
|
Q3-2026 |
|
2029 |
|
|
23,885 |
|
|
|
18 |
% |
|
|
40 |
|
|
|
597 |
|
Total Developments In-Process |
|
|
|
|
|
|
|
$ |
365,885 |
|
|
|
36 |
% |
|
|
870 |
|
|
|
421 |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Developments Completed |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oakley Shops at Laurel Fields |
|
Bay Area, CA |
|
100% |
|
Q3-2024 |
|
2026 |
|
|
35,815 |
|
|
|
96 |
% |
|
|
78 |
|
|
|
458 |
|
The Shops at SunVet |
|
Long Island, NY |
|
100% |
|
Q2-2023 |
|
2027 |
|
|
96,197 |
|
|
|
96 |
% |
|
|
169 |
|
|
|
569 |
|
Total Developments Completed |
|
|
|
|
|
|
|
$ |
132,012 |
|
|
|
96 |
% |
|
|
247 |
|
|
|
534 |
|
||
The following table summarizes our redevelopment projects in process and completed:
(in thousands) |
|
|
|
|
|
|
|
September 30, 2026 |
|
|||||||
Property Name |
|
Market |
|
Ownership (1) |
|
Start Date |
|
Estimated Stabilization Year (2) |
|
Estimated Net |
|
|
% of Costs Incurred |
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Redevelopments In-Process |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bloom on Third |
|
Los Angeles, CA |
|
35% |
|
Q4-2022 |
|
2027 |
|
$ |
25,715 |
|
|
|
83 |
% |
Serramonte Center - Phase 3 |
|
San Francisco, CA |
|
100% |
|
Q2-2023 |
|
2026 |
|
|
42,535 |
|
|
|
70 |
% |
West Chester Plaza |
|
Cincinnati, OH |
|
100% |
|
Q4-2024 |
|
2028 |
|
|
14,554 |
|
|
|
34 |
% |
Willows Shopping Center |
|
Bay Area, CA |
|
100% |
|
Q4-2024 |
|
2027 |
|
|
16,807 |
|
|
|
77 |
% |
The Crossing Clarendon |
|
Metro DC |
|
100% |
|
Q2-2025 |
|
2027 |
|
|
13,679 |
|
|
|
60 |
% |
East Meadow Plaza - Phase 2A |
|
Long Island, NY |
|
100% |
|
Q3-2025 |
|
2027 |
|
|
15,969 |
|
|
|
81 |
% |
Crystal Brook Corner |
|
Long Island, NY |
|
100% |
|
Q1-2026 |
|
2028 |
|
|
58,673 |
|
|
|
65 |
% |
Ryanwood Square |
|
Palm Beach, FL |
|
100% |
|
Q2-2026 |
|
2028 |
|
|
12,093 |
|
|
|
4 |
% |
Country Walk Plaza |
|
Miami, FL |
|
100% |
|
Q3-2026 |
|
2028 |
|
|
11,790 |
|
|
|
6 |
% |
Various Redevelopments |
|
Various |
|
Various |
|
Various |
|
Various |
|
|
104,221 |
|
|
|
51 |
% |
Total Redevelopments In-Process |
|
|
|
|
|
|
|
$ |
316,036 |
|
|
|
57 |
% |
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Redevelopments Completed |
|
|
|
|
|
|
|
|
|
|
|
|
||||
East Meadow Plaza - Phase 1 |
|
Long Island, NY |
|
100% |
|
Q3-2024 |
|
2026 |
|
|
11,736 |
|
|
|
90 |
% |
Various Properties |
|
Various |
|
Various |
|
Various |
|
Various |
|
|
14,446 |
|
|
|
97 |
% |
Total Redevelopments Completed |
|
|
|
|
|
|
|
$ |
26,182 |
|
|
|
94 |
% |
||
48
Net cash used in financing activities:
Net cash used in financing activities increased by $231.9 million during 2026, as follows:
|
Nine months ended September 30, |
|
|
|
|
||||||
(in thousands) |
2026 |
|
|
2025 |
|
|
Change |
|
|||
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|||
Net proceeds from common stock issuances |
$ |
— |
|
|
|
49,162 |
|
|
|
(49,162 |
) |
Tax withholding on stock-based compensation |
|
(9,113 |
) |
|
|
(6,783 |
) |
|
|
(2,330 |
) |
Repurchase of exchangeable operating partnership units |
|
— |
|
|
|
(2,046 |
) |
|
|
2,046 |
|
Proceeds from sale of treasury stock |
|
123 |
|
|
|
462 |
|
|
|
(339 |
) |
Contributions from noncontrolling interests |
|
5,140 |
|
|
|
10,699 |
|
|
|
(5,559 |
) |
Distributions to and redemptions of noncontrolling interests |
|
(10,619 |
) |
|
|
(37,175 |
) |
|
|
26,556 |
|
Distributions to exchangeable operating partnership unit holders |
|
(8,692 |
) |
|
|
(2,299 |
) |
|
|
(6,393 |
) |
Dividends paid to common shareholders |
|
(414,001 |
) |
|
|
(383,267 |
) |
|
|
(30,734 |
) |
Dividends paid to preferred shareholders |
|
(10,239 |
) |
|
|
(10,239 |
) |
|
|
— |
|
Repayment of fixed rate unsecured private placement notes |
|
(200,000 |
) |
|
|
— |
|
|
|
(200,000 |
) |
Proceeds from issuance of fixed rate unsecured notes, net of debt discount |
|
447,192 |
|
|
|
397,116 |
|
|
|
50,076 |
|
Proceeds from unsecured credit facility |
|
520,000 |
|
|
|
510,000 |
|
|
|
10,000 |
|
Repayment of unsecured credit facility |
|
(525,000 |
) |
|
|
(545,000 |
) |
|
|
20,000 |
|
Proceeds from notes payable |
|
— |
|
|
|
10,000 |
|
|
|
(10,000 |
) |
Repayment of notes payable |
|
(88,000 |
) |
|
|
(54,130 |
) |
|
|
(33,870 |
) |
Scheduled principal payments |
|
(9,658 |
) |
|
|
(7,983 |
) |
|
|
(1,675 |
) |
Payment of financing costs |
|
(4,345 |
) |
|
|
(3,839 |
) |
|
|
(506 |
) |
Net cash used in financing activities |
$ |
(307,212 |
) |
|
|
(75,322 |
) |
|
|
(231,890 |
) |
Significant changes in financing activities during the nine months ended September 30, 2026 and 2025, include the following:
49
Investments in Real Estate Partnerships
The following table is a summary of the unconsolidated combined assets and liabilities of our real estate partnerships and our share:
|
|
Combined |
|
|
Regency's Share (1) |
|
||||||||||
(in thousands, except number of real estate |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||||
Number of real estate partnerships |
|
|
16 |
|
|
|
16 |
|
|
|
|
|
|
|
||
Regency's ownership |
|
12% - 83% |
|
|
12% - 83% |
|
|
|
|
|
|
|
||||
Number of properties |
|
|
91 |
|
|
|
90 |
|
|
|
|
|
|
|
||
Assets |
|
$ |
2,778,809 |
|
|
|
2,667,271 |
|
|
$ |
992,754 |
|
|
|
971,786 |
|
Liabilities |
|
|
1,686,173 |
|
|
|
1,628,610 |
|
|
|
588,929 |
|
|
|
580,274 |
|
Equity |
|
|
1,092,636 |
|
|
|
1,038,661 |
|
|
|
403,825 |
|
|
|
391,512 |
|
Basis difference |
|
|
|
|
|
|
(40,828 |
) |
|
|
(41,656 |
) |
||||
Investments in real estate partnerships |
|
|
|
|
|
$ |
362,997 |
|
|
|
349,856 |
|
||||
Our equity method investments in real estate partnerships consist of the following:
(in thousands) |
|
Regency's Ownership |
|
September 30, 2026 |
|
|
December 31, 2025 |
|
||
GRI - Regency, LLC (GRIR)(1) |
|
40% |
|
$ |
109,727 |
|
|
|
112,235 |
|
Columbia Regency Partners II, LLC (Columbia II) |
|
20% |
|
|
72,269 |
|
|
|
60,354 |
|
Columbia Village District, LLC |
|
30% |
|
|
5,900 |
|
|
|
6,295 |
|
Individual Investors |
|
|
|
|
|
|
|
|
||
Ballard Blocks |
|
50% |
|
|
56,924 |
|
|
|
57,830 |
|
Bloom on Third |
|
35% |
|
|
48,163 |
|
|
|
46,860 |
|
Others |
|
12% - 83% |
|
|
70,014 |
|
|
|
66,282 |
|
Total Investments in real estate partnerships |
|
|
|
$ |
362,997 |
|
|
$ |
349,856 |
|
Notes Payable - Investments in Real Estate Partnerships
Scheduled principal repayments on notes payable held by our investments in real estate partnerships were as follows:
(in thousands) |
|
September 30, 2026 |
|
|||||||||||||||||
Scheduled Principal Payments and Maturities by Year: |
|
Scheduled |
|
|
Mortgage |
|
|
Unsecured |
|
|
Total |
|
|
Regency’s |
|
|||||
2026 (1) |
|
$ |
2,084 |
|
|
|
158,461 |
|
|
|
— |
|
|
|
160,545 |
|
|
|
56,081 |
|
2027 |
|
|
8,571 |
|
|
|
32,800 |
|
|
|
— |
|
|
|
41,371 |
|
|
|
13,670 |
|
2028 |
|
|
5,416 |
|
|
|
232,735 |
|
|
|
— |
|
|
|
238,151 |
|
|
|
82,380 |
|
2029 |
|
|
4,226 |
|
|
|
104,434 |
|
|
|
— |
|
|
|
108,660 |
|
|
|
37,431 |
|
2030 |
|
|
3,774 |
|
|
|
215,893 |
|
|
|
13,000 |
|
|
|
232,667 |
|
|
|
80,771 |
|
Beyond 5 Years |
|
|
3,641 |
|
|
|
794,294 |
|
|
|
— |
|
|
|
797,935 |
|
|
|
282,698 |
|
Net unamortized loan costs, debt premium / (discount) |
|
|
— |
|
|
|
(11,014 |
) |
|
|
— |
|
|
|
(11,014 |
) |
|
|
(3,281 |
) |
Total |
|
$ |
27,712 |
|
|
|
1,527,603 |
|
|
|
13,000 |
|
|
|
1,568,315 |
|
|
|
549,750 |
|
50
At September 30, 2026, our investments in unconsolidated real estate partnerships had notes payable of $1.6 billion maturing through 2036, of which 94.7% had a weighted average fixed interest rate of 4.2%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 6.1%, based on rates as of September 30, 2026. These fixed and variable rate notes payable are all non-recourse, and our share was $549.8 million as of September 30, 2026. As notes payable mature, they will be repaid from proceeds from new borrowings and/or capital contributions.
We are obligated to contribute our share to fund maturities if the loans are not refinanced, and we have the capacity to do so from existing cash balances, availability on our Line, and operating cash flows. We believe that our partners are financially sound and have sufficient capital or access thereto to fund future capital requirements. In the event that a real estate investment partner is unable to fund its share of the capital requirements of the real estate partnership, we would have the right, but not the obligation, to loan the defaulting partner the amount of its capital call which would be secured by the partner's membership interest.
Management fee income
In addition to earning our share of net income or loss in each of these real estate partnerships, we recognized fees as follows:
|
|
Three months ended September 30, |
|
|
Nine months ended September 30, |
|
||||||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Management, transaction, and other fees |
|
$ |
7,085 |
|
|
|
6,640 |
|
|
$ |
21,074 |
|
|
|
20,471 |
|
51
Critical Accounting Estimates
There have been no material changes in our Critical Accounting Estimates from the information provided in the "Critical Accounting Estimates" section of "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Form 10-K.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to two significant components of interest rate risk:
We continuously monitor capital market conditions and assess our ability to refinance maturing debt and to fund our commitments. Based on our current credit ratings, the available capacity under our unsecured credit facility, and the number of unencumbered high quality properties we own that could serve as collateral, we believe we will be able to issue new secured or unsecured debt to finance maturing debt obligations; however, the extent to which capital market volatility and changes in interest rates may adversely affect the cost or availability of such financing remains uncertain.
The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of September 30, 2026. For variable rate mortgages 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 September 30, 2026, and are subject to change. We continually assess the market risk for our floating-rate debt. As of September 30, 2026, $30 million out of our $115.0 million outstanding balance under our variable-rate line of credit was effectively fixed through an interest rate swap. Substantially all of our variable-rate mortgage debt was also effectively fixed through interest rate swaps or otherwise bore fixed contractual rates. Based on our remaining unhedged floating-rate debt of $85.0 million, a hypothetical 100 basis point increase in interest rates would increase annualized interest expense by approximately $0.9 million, assuming outstanding balances and hedging arrangements remain unchanged. We do not believe such an increase would have a material impact on future earnings or cash flows.
Further, the table below incorporates only those exposures that exist as of September 30, 2026, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm but unused commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates.
The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of September 30, 2026.
(dollars in thousands) |
|
2026 |
|
|
2027 |
|
|
2028 |
|
|
2029 |
|
|
2030 |
|
|
Thereafter |
|
|
Total |
|
|
Fair Value |
|
||||||||
Fixed rate debt (1) |
|
$ |
50,025 |
|
|
|
770,610 |
|
|
|
390,304 |
|
|
|
527,739 |
|
|
|
607,608 |
|
|
|
2,514,885 |
|
|
|
4,861,171 |
|
|
|
4,516,577 |
|
Average interest rate for all fixed rate debt (2) |
|
|
4.24 |
% |
|
|
4.35 |
% |
|
|
4.34 |
% |
|
|
4.53 |
% |
|
|
4.74 |
% |
|
|
4.75 |
% |
|
|
|
|
|
|
||
Variable rate SOFR debt (1) |
|
$ |
— |
|
|
|
— |
|
|
|
85,000 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
85,000 |
|
|
|
85,000 |
|
Average interest rate for all variable rate debt (2) |
|
|
4.66 |
% |
|
|
4.66 |
% |
|
|
4.66 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
52
Item 4. Controls and Procedures
Controls and Procedures (Regency Centers Corporation)
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 Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that its disclosure controls and procedures were effective as of the end of the period covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits under the Exchange Act is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
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 September 30, 2026 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.)
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 Rules 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 the Operating Partnership's disclosure controls and procedures were effective as of the end of the period covered by this quarterly report on Form 10-Q to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the 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.
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 September 30, 2026 which have materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal controls over financial reporting.
53
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
See Note 13 — Commitments and Contingencies in the Notes for discussion regarding material legal proceedings and contingencies. Except as set forth in such discussion, there have been no material developments in legal proceedings as reported in Item 3. "Legal Proceedings" of our 2025 Form 10-K.
Item 1A. Risk Factors
In addition to the information set forth in this Report, please also refer to the Risk Factors set forth in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”).
In Item 1A of our Form 10-K, we include a risk factor which is titled "Macroeconomic, political, and geopolitical conditions and governmental policies may adversely impact consumer confidence and spending and the businesses of our tenants and could, in turn, adversely impact our business." This risk factor discusses, among other risks, those related to geopolitical conflicts in the Middle East. Since the filing of our Form 10-K, a significant military conflict primarily involving the U.S., Israel and Iran, but which has also involved other countries in the Middle East, has commenced. This conflict has exacerbated certain risks previously disclosed, including the risk of energy market volatility due to impacts of the conflict on the global price of oil. Sustained increases or volatility in energy prices may contribute to broader inflationary pressures, increase operating costs at our properties, and adversely impact our tenants’ sales, costs, operating margins and financial condition. These conditions may reduce tenant demand for our space, impair tenant ability to meet their lease obligations, and limit our ability to fully recover operating costs and cost increases. In addition, inflationary pressures and higher energy costs may increase the cost of construction and construction materials, which could impact the feasibility, timing and returns of our development and redevelopment projects, as well as the cost of tenant improvements and other capital projects at our properties. The extent and duration of the current Iran-based conflict remains uncertain and, if it continues unresolved for a meaningful period of time, could materially affect our business, financial condition, and results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of equity securities during the three months ended September 30, 2026.
The following table represents information with respect to purchases by the Parent Company of its common stock, by month, during the three months ended September 30, 2026:
Period |
|
Total number of shares purchased (1) |
|
|
Average price paid per share |
|
|
Total number of shares purchased as part of publicly announced plans or programs (2) |
|
|
Maximum number or approximate dollar value of shares that may yet be purchased under the plans or programs (in thousands) (2) |
|
||||
July 1 through July 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
500,000 |
|
August 1 through August 31, 2026 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
500,000 |
|
September 1 through September 30, 2026 |
|
|
64 |
|
|
$ |
75.93 |
|
|
|
— |
|
|
$ |
500,000 |
|
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
54
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended September 30, 2026,
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Executive Officers
On November 3, 2026, the Board of Directors of the Company (the “Board”) approved changes to the titles of two of the Company’s executive officers, each effective November 3, 2026, as follows:
Alan T. Roth, the Company’s East Region President and Chief Operating Officer, was appointed its Executive Vice President and Chief Operating Officer. Mr. Roth will be responsible for operations strategy and processes nationally.
Nicholas A. Wibbenmeyer, the Company’s West Region President and Chief Investment Officer, was appointed its Executive Vice President and Chief Investment Officer. Mr. Wibbenmeyer will be responsible for investment and development strategy and processes nationally.
The duties and responsibilities of each of Messrs. Roth and Wibbenmeyer will be similar to those he held before the change in title, except that he will no longer serve as East Region President (in the case of Mr. Roth) and West Region President (in the case of Mr. Wibbenmeyer).
Mr. Roth, age 51, has been the Company’s East Region President and Chief Operating Officer since January 2024. Before this role, he served as Executive Vice President, National Operations and East Region President from January 2023 through December 2023. Before that, he served as Senior Managing Director, East Region, from 2020 through December 2022. Mr. Roth has also held various other leadership positions at the Company, including Managing Director of the Northeast, Mid-Atlantic and Southeast Regions, respectively; Senior Vice President and Senior Market Officer for the Mid-Atlantic and Northeast portfolio; and Vice President and Regional Officer. Mr. Roth joined the Company as a Leasing Agent in 1997 through the Company’s acquisition of Midland Development Group, and is a graduate of the Kelley School of Business at Indiana University.
Mr. Wibbenmeyer, age 46, has been the Company’s West Region President and Chief Investment Officer since January 2024. Before this role, he served as Executive Vice President, West Region President from January 2023 through December 2023. Before that, he served as Senior Managing Director, West Region, from 2020 through December 2022. Mr. Wibbenmeyer has also held various other leadership positions at the Company, including Managing Director of Florida and the Midwest Region, respectively; Senior Vice President and Senior Market Officer; Vice President and Market Officer; and Vice President of Investments. Mr. Wibbenmeyer joined the Company in 2005 as Manager of Investments for the Company’s Upper Midwest portfolio, and is a graduate of the University of Notre Dame.
The compensation of Messrs. Roth and Wibbenmeyer was not changed in connection with their changes in title. Neither officer entered into, or received any grant or award under, any new or materially amended plan, contract or arrangement in connection with his change in title. Each of Messrs. Roth and Wibbenmeyer will continue to participate in the Company’s retirement and deferred compensation plans, severance and other benefit plans and programs of the Company.
There are no arrangements or understandings between either Mr. Roth or Mr. Wibbenmeyer and any other person pursuant to which he was selected as an officer. Neither Mr. Roth nor Mr. Wibbenmeyer is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Neither has any family relationship with any director or executive officer of the Company required to be disclosed pursuant to Item 401(d) of Regulation S-K.
55
Item 6. Exhibits
Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298 (Regency Centers Corporation) and No. 000-24763 (Regency Centers, L.P.).
Ex # |
Description |
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 |
||
|
|
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. |
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) |
||
* |
Furnished, not filed. |
56
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.
November 6, 2026 |
REGENCY CENTERS CORPORATION |
|
|
|
|
|
By: |
/s/ Michael J. Mas |
|
|
Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
By: |
/s/ Terah L. Devereaux |
|
|
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) |
November 6, 2026 |
REGENCY CENTERS, L.P. |
|
|
By: |
Regency Centers Corporation, General Partner |
|
|
|
|
By: |
/s/ Michael J. Mas |
|
|
Michael J. Mas, Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
|
|
|
|
By: |
/s/ Terah L. Devereaux |
|
|
Terah L. Devereaux, Senior Vice President, Chief Accounting Officer (Principal Accounting Officer) |
57