Regency Centers (Nasdaq: REG) sells $450M 2033 senior unsecured notes

Rhea-AI Filing Summary

Regency Centers Corporation reported that its operating partnership, Regency Centers, L.P., completed a public offering of $450 million principal amount of 4.50% senior unsecured notes due 2033, priced at 99.376% of principal. The notes are unsecured, unsubordinated obligations of the partnership and are fully guaranteed by Regency.

The notes mature on March 15, 2033 and pay interest at 4.50% per year, with semiannual payments each March 15 and September 15, beginning September 15, 2026. Regency expects estimated net proceeds of about $443.3 million after underwriting discounts and expenses.

Regency plans to use the proceeds to reduce the balance on its line of credit, repay $100 million of 3.81% notes due May 11, 2026 at maturity, and for general corporate purposes, including capital expenditures, development and redevelopment projects, and future repayment of other outstanding debt.

Insights

Credit and capital structure analyst

Regency refinances and term-outs debt with a $450M 2033 note issue.

Regency Centers, L.P. issued $450,000,000 of unsecured notes at 4.50% due 2033, with net proceeds of about $443.3 million. The notes rank pari passu with existing unsecured, unsubordinated obligations and are guaranteed by Regency Centers Corporation.

Management plans to allocate proceeds toward the line of credit, repayment of $100 million of 3.81% notes maturing May 11, 2026, and broader corporate uses such as capital expenditures, development and redevelopment projects, and future debt repayment. This shifts a portion of nearer-term and floating-rate exposure into longer-dated fixed-rate debt.

Overall, this transaction primarily affects funding mix and maturity profile rather than near-term earnings. Actual impact will depend on future development spending, interest costs on the revolver versus the 4.50% coupon, and how quickly additional debt repayments beyond the 2026 notes are executed.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

February 18, 2026

Date of Report (Date of earliest event reported)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

Florida (Regency Centers Corporation) Delaware (Regency Centers, L. P.)		001-12298 (Regency Centers Corporation) 0-24763 (Regency Centers, L.P.)		59-3191743 (Regency Centers Corporation) 59-3429602 (Regency Centers, L.P.)
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Independent Drive, Suite 114

Jacksonville, Florida 32202

(Address of principal executive offices) (Zip Code)

(904) 598-7000

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Regency Centers Corporation

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.01 par value		REG		The Nasdaq Stock Market LLC
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share		REGCP		The Nasdaq Stock Market LLC
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share		REGCO		The Nasdaq Stock Market LLC

Regency Centers, L.P.

Title of each class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

Item 8.01 Other Events

On February 18, 2026, Regency Centers, L.P. (“RCLP”) and Regency Centers Corporation (“Regency”), the general partner of RCLP, entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters named therein, pursuant to which RCLP agreed to issue and sell an aggregate of $450,000,000 principal amount of its 4.50% Notes due 2033 (the “Notes”) priced to the public at 99.376% of principal amount. The Notes are guaranteed as to the payment of principal and interest by Regency. The offering of the Notes closed on February 23, 2026.

The Notes bear interest at a rate of 4.50% per annum and mature on March 15, 2033. Interest on the Notes will be payable semi-annually in arrears on September 15 and March 15 of each year, commencing on September 15, 2026, to holders of record on the immediately preceding September 1 and March 1. The Notes will be unsecured and unsubordinated debt of RCLP and will rank on a parity with all its existing and future unsecured and unsubordinated debt.

The Notes were issued pursuant to the terms of that certain Indenture dated as of December 5, 2001, as supplemented by the First Supplemental Indenture dated as of June 5, 2007, the Second Supplemental Indenture dated as of June 2, 2010, the Third Supplemental Indenture dated as of August 17, 2015, the Fourth Supplemental Indenture dated as of January 26, 2017, the Fifth Supplemental Indenture dated as of March 6, 2019, the Sixth Supplemental Indenture dated as of May 13, 2020, and the Seventh Supplemental Indenture dated January 18, 2024, each among RCLP, as issuer, Regency, as guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee.

The estimated net proceeds from the offering of the Notes are expected to be approximately $443.3 million, after deducting the underwriting discount and other estimated offering expenses payable by RCLP. RCLP intends to use the net proceeds from the offering (i) to reduce the outstanding balance on its line of credit, (ii) for the repayment of the $100 million aggregate principal amount outstanding of its 3.81% notes due May 11, 2026 upon their maturity, and (iii) for general corporate purposes, including, but not limited to, prefunding certain capital expenditures, development and redevelopment projects and the future repayment of other outstanding debt.

The foregoing is not a complete discussion of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on Form 8-K as Exhibit 1.1, which is incorporated herein by reference.

On February 18, 2026, Regency issued a press release announcing the pricing of the offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01(d) Financial Statements and Exhibits

1.1		Underwriting Agreement dated as of February 18, 2026 among Regency Centers, L.P., Regency Centers Corporation and BofA Securities, Inc., as representative of the underwriters listed therein.
4.1		Form of Global Note for 4.50% Notes due 2033 of Regency Centers, L.P.
4.2		Guarantee of Regency Centers Corporation (included in the Form of Global Note filed as Exhibit 4.1).
5.1		Opinion of Foley & Lardner LLP as to the legality of the securities.
5.2		Opinion of Latham & Watkins LLP as to the legality of the securities.
23.1		Consent of Foley & Lardner LLP (included in Exhibit 5.1).
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.2).
99.1		Press release issued February 18, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL documents).

SIGNATURES

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

				REGENCY CENTERS CORPORATION
February 23, 2026				By:		/s/ Michael R. Herman
						Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary
				REGENCY CENTERS, L.P.
				By: Regency Centers Corporation, its general partner
February 23, 2026				By:		/s/ Michael R. Herman
						Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary

Exhibit 99.1

CONFIDENTIAL

NEWS RELEASE

For immediate release

Kathryn McKie

904 598 7348

KathrynMcKie@regencycenters.com

Regency Centers Prices $450 Million Senior Unsecured Notes Offering

JACKSONVILLE, Fla. (February 18, 2026) – Regency Centers Corporation (“Regency,” “Regency Centers,” or the “Company”) (Nasdaq: REG) announced today that its operating partnership, Regency Centers, L.P., has priced a $450 million public offering of senior unsecured notes due 2033 (the “Notes”) under its existing shelf registration filed with the U.S. Securities and Exchange Commission (the “SEC”). The Notes will mature on March 15, 2033, and were issued at 99.376% of par value with a coupon of 4.50%. Interest on the Notes will be payable semiannually on September 15 and March 15 of each year, with the first payment due and payable on September 15, 2026. The Company will guarantee the payment of principal and interest on the Notes.

Regency intends to use the net proceeds of the offering (i) to reduce the outstanding balance on its line of credit, (ii) for the repayment of the $100 million aggregate principal amount outstanding of 3.81% notes due May 11, 2026 upon their maturity and (iii) for general corporate purposes, including, but not limited to, prefunding certain capital expenditures, development and redevelopment projects and the future repayment of other outstanding debt. Settlement of the offering is subject to the satisfaction of customary closing conditions and is expected to occur on February 23, 2026.

BofA Securities, Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC, RBC Capital Markets, LLC and Scotia Capital (USA) Inc. are acting as joint book-running managers. BMO Capital Markets Corp., BNY Mellon Capital Markets, LLC, Mizuho Securities USA LLC, Regions Securities LLC, TD Securities (USA) LLC and Truist Securities, Inc. are acting as senior co-managers.

Regency and Regency Centers, L.P. have jointly filed a registration statement (including a prospectus and related prospectus supplement) with the SEC with respect to the offering of the Notes. Before you invest, you should read the prospectus in that registration statement and the prospectus supplement for the offering, as well as the other documents Regency and Regency Centers, L.P. have filed with the SEC for more complete information about Regency and Regency Centers, L.P. and the offering. You may obtain these documents for free by visiting EDGAR on the SEC website at http://www.sec.gov. Alternatively, by calling BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at 1-212-834-4533, U.S. Bancorp Investments, Inc. at 1-877-558-2607 or Wells Fargo Securities, LLC at 1-800-645-3751, or, such underwriter will arrange to send you the registration statement, prospectus and the related prospectus supplement upon your request.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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About Regency Centers Corporation (Nasdaq: REG)

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

###

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 risks and uncertainties.

Our operations are subject to a number of risks and uncertainties including, but not limited to, those risk factors described in our SEC filings, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2025 under Item 1A. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and our other filings with and submissions to the 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.

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FAQ

What type of securities did Regency Centers (REG) issue in this filing?

Regency Centers’ operating partnership issued $450 million of senior unsecured notes due 2033 with a 4.50% coupon. The notes are unsecured, unsubordinated obligations of Regency Centers, L.P. and are fully guaranteed as to principal and interest by Regency Centers Corporation.

What are the key terms of Regency Centers’ 4.50% notes due 2033?

The notes total $450 million in principal, priced at 99.376% of par, bear 4.50% annual interest, and mature March 15, 2033. Interest is payable semiannually on March 15 and September 15, beginning September 15, 2026, to holders of record on the preceding March 1 and September 1.

How much in net proceeds will Regency Centers receive from the 2033 notes?

Regency Centers expects estimated net proceeds of approximately $443.3 million from the notes offering. This figure is after deducting the underwriting discount and other estimated offering expenses that are payable by Regency Centers, L.P. in connection with the transaction.

How will Regency Centers (REG) use the proceeds from the $450 million notes?

Regency plans to use the proceeds to reduce the outstanding balance on its line of credit, repay $100 million of 3.81% notes due May 11, 2026 at maturity, and for general corporate purposes including capital expenditures, development and redevelopment projects, and future repayment of other outstanding debt.

Are the new Regency Centers notes secured or subordinated in any way?

The notes are unsecured and unsubordinated debt obligations of Regency Centers, L.P., ranking equally with its existing and future unsecured, unsubordinated debt. Regency Centers Corporation guarantees payment of principal and interest, enhancing creditor claims without pledging specific collateral for the issuance.

Under what framework were Regency Centers’ new notes issued?

The notes were issued under an existing indenture dated December 5, 2001, as supplemented through a seventh supplemental indenture dated January 18, 2024, among Regency Centers, L.P. as issuer, Regency Centers Corporation as guarantor, and U.S. Bank Trust Company, National Association, as trustee.

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 10.0 KB

Other Documents

• EX-1.1 EX-1.1 513.1 KB
• EX-4.1 EX-4.1 39.2 KB
• EX-5.1 EX-5.1 7.3 KB
• EX-5.2 EX-5.2 18.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 61.5 KB