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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-12298 (Regency Centers Corporation)

Commission File Number 0-24763 (Regency Centers, L.P.)

REGENCY CENTERS CORPORATION

REGENCY CENTERS, L.P.

(Exact name of registrant as specified in its charter)

florida (REGENCY CENTERS CORPORATION) |  | 59-3191743
Delaware (REGENCY CENTERS, L.P) | 59-3429602
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)
One Independent Drive, Suite 114 Jacksonville, Florida 32202 | (904) 598-7000
(Address of principal executive offices) (zip code) |  | (Registrant's telephone number, including area code)

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

Regency Centers Corporation

Title of each class |  | Trading Symbol |  | Name of each exchange on which registered
Common Stock, $.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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Regency Centers Corporation Yes ☒ No ☐ Regency Centers, L.P. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Regency Centers Corporation:

Large accelerated filer | ☒ | Accelerated filer | ☐ | Emerging growth company | ☐
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |  |

Regency Centers, L.P.:

Large accelerated filer | ☐ | Accelerated filer | ☐ | Emerging growth company | ☐
Non-accelerated filer | ☒ | Smaller reporting company | ☐ |  |

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

Regency Centers Corporation Yes ☐ No ☐ Regency Centers, L.P. Yes ☐ No ☐

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 ☐ No ☒ Regency Centers, L.P. Yes ☐ No ☒

The number of shares outstanding of Regency Centers Corporation's common stock was 184,580,981 as of November 3, 2023.

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, 2023, 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 and the Operating Partnership, 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, 2023, the Parent Company owned approximately 99.4% of the Common Units in the Operating Partnership. The remaining Common Units, which are all limited Common Units, are owned by third party investors. In addition to the Common Units, the Operating Partnership has also issued two series of preferred units: the 6.250% Series A Cumulative Redeemable Preferred Units (the “Series A Preferred Units”) and the 5.875% Series B Cumulative Redeemable Preferred Units (the “Series B Preferred Units”). The Parent Company currently owns all of the Series A Preferred Units and Series B Preferred Units. The Series A Preferred Units and Series B Preferred Units are sometimes referred to collectively as the “Preferred Units".

The Company believes combining the quarterly reports on Form 10-Q of the Parent Company and the Operating Partnership into this single report provides the following benefits:

•
Enhances investors' understanding of the Parent Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•
Eliminates duplicative disclosure and provides a more streamlined and readable presentation; and
•
Creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates the Parent Company and the Operating Partnership as one business. The management of the Parent Company consists of the same individuals as the management of the Operating Partnership. These individuals are officers of the Parent Company and 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 Units of the Operating Partnership. As a result, the Parent Company does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public equity from time to time and guaranteeing certain debt of the Operating Partnership. Except for $200 million of unsecured private placement debt, the Parent Company does not hold any indebtedness, but guarantees all of the unsecured debt of the Operating Partnership. The Operating Partnership is also the, directly or indirectly, co-issuer and guarantor of the $200 million of the above mentioned Parent Company unsecured private placement debt. The Operating Partnership holds all the assets of the Company and ownership interests in the Company's joint ventures. Except for net proceeds from public equity issuances by the Parent Company, which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates all remaining 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, as well as the Preferred Units owned by the Parent Company. 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 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

|  | Form 10-Q Report Page
PART I - FINANCIAL INFORMATION |
Item 1. | Financial Statements (Unaudited) |
Regency Centers Corporation: |
| Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 | 1
| Consolidated Statements of Operations for the periods ended September 30, 2023 and 2022 | 2
| Consolidated Statements of Comprehensive Income for the periods ended September 30, 2023 and 2022 | 3
| Consolidated Statements of Equity for the periods ended September 30, 2023 and 2022 | 4
| Consolidated Statements of Cash Flows for the periods ended September 30, 2023 and 2022 | 6
Regency Centers, L.P.: |
| Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 | 8
| Consolidated Statements of Operations for the periods ended September 30, 2023 and 2022 | 9
| Consolidated Statements of Comprehensive Income for the periods ended September 30, 2023 and 2022 | 10
| Consolidated Statements of Capital for the periods ended September 30, 2023 and 2022 | 11
| Consolidated Statements of Cash Flows for the periods ended September 30, 2023 and 2022 | 13
| Notes to Consolidated Financial Statements | 15
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 30
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 53
Item 4. | Controls and Procedures | 54
PART II - OTHER INFORMATION |
Item 1. | Legal Proceedings | 54
Item 1A. | Risk Factors | 54
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 55
Item 3. | Defaults Upon Senior Securities | 55
Item 4. | Mine Safety Disclosures | 55
Item 5. | Other Information | 55
Item 6. | Exhibits | 56
SIGNATURES | 59

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

REGENCY CENTERS CORPORATION

Consolidated Balance Sheets

September 30, 2023 and December 31, 2022

(in thousands, except share data)

|  | 2023 |  |  | 2022 |
Assets |  | (unaudited) |  |  |  |
Net real estate investments: |  |  |  |  |  |
Real estate assets, at cost |  | $ | 13,361,194 |  |  |  | 11,858,064 |
Less: accumulated depreciation |  |  | 2,619,345 |  |  |  | 2,415,860 |
Real estate assets, net |  |  | 10,741,849 |  |  |  | 9,442,204 |
Investments in sales-type lease, net |  |  | 8,558 |  |  |  | — |
Investments in real estate partnerships |  |  | 382,300 |  |  |  | 350,377 |
Net real estate investments |  |  | 11,132,707 |  |  |  | 9,792,581 |
Cash, cash equivalents, and restricted cash, including $6,710 and $2,310 of restricted cash at September 30, 2023 and December 31, 2022, respectively |  |  | 81,070 |  |  |  | 68,776 |
Tenant and other receivables |  |  | 199,439 |  |  |  | 188,863 |
Deferred leasing costs, less accumulated amortization of $122,530 and $117,137 at September 30, 2023 and December 31, 2022, respectively |  |  | 71,551 |  |  |  | 68,945 |
Acquired lease intangible assets, less accumulated amortization of $351,118 and $338,053 at September 30, 2023 and December 31, 2022, respectively |  |  | 295,347 |  |  |  | 197,745 |
Right of use assets, net |  |  | 301,821 |  |  |  | 275,513 |
Other assets |  |  | 299,479 |  |  |  | 267,797 |
Total assets |  | $ | 12,381,414 |  |  |  | 10,860,220 |
Liabilities and Equity |  |  |  |  |  |
Liabilities: |  |  |  |  |  |
Notes payable, net |  | $ | 3,992,093 |  |  |  | 3,726,754 |
Unsecured credit facility |  |  | 77,000 |  |  |  | — |
Accounts payable and other liabilities |  |  | 360,102 |  |  |  | 317,259 |
Acquired lease intangible liabilities, less accumulated amortization of $205,096 and $193,315 at September 30, 2023 and December 31, 2022, respectively |  |  | 396,423 |  |  |  | 354,204 |
Lease liabilities |  |  | 242,394 |  |  |  | 213,722 |
Tenants' security, escrow deposits and prepaid rent |  |  | 81,875 |  |  |  | 70,242 |
Total liabilities |  |  | 5,149,887 |  |  |  | 4,682,181 |
Equity: |  |  |  |  |  |
Shareholders' equity: |  |  |  |  |  |
Series A and Series B preferred stock, $0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued at September 30, 2023 with liquidation preferences of $25 per share and no shares authorized or issued at December 30, 2022 |  |  | 225,000 |  |  |  | — |
Common stock; $0.01 par value per share, 220,000,000 shares authorized; 184,576,090 and 171,124,593 shares issued at September 30, 2023 and December 31, 2022, respectively |  |  | 1,846 |  |  |  | 1,711 |
Treasury stock at cost; 443,809 and 465,415 shares held at September 30, 2023 and December 31, 2022, respectively |  |  | (25,081 | ) |  |  | (24,461 | )
Additional paid-in-capital |  |  | 8,684,012 |  |  |  | 7,877,152 |
Accumulated other comprehensive income |  |  | 9,435 |  |  |  | 7,560 |
Distributions in excess of net income |  |  | (1,834,298 | ) |  |  | (1,764,977 | )
Total shareholders' equity |  |  | 7,060,914 |  |  |  | 6,096,985 |
Noncontrolling interests: |  |  |  |  |  |
Exchangeable operating partnership units, aggregate redemption value of $64,005 and $46,340 at September 30, 2023 and December 31, 2022, respectively |  |  | 53,914 |  |  |  | 34,489 |
Limited partners' interests in consolidated partnerships |  |  | 116,699 |  |  |  | 46,565 |
Total noncontrolling interests |  |  | 170,613 |  |  |  | 81,054 |
Total equity |  |  | 7,231,527 |  |  |  | 6,178,039 |
Total liabilities and equity |  | $ | 12,381,414 |  |  |  | 10,860,220 |

See accompanying notes to consolidated financial statements.

1

REGENCY CENTERS CORPORATION

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Revenues: |  |  |  |  |  |  |  |  |  |  |  |
Lease income |  | $ | 320,921 |  |  |  | 295,756 |  |  | $ | 934,180 |  |  |  | 882,265 |
Other property income |  |  | 2,638 |  |  |  | 2,466 |  |  |  | 8,459 |  |  |  | 8,290 |
Management, transaction, and other fees |  |  | 7,079 |  |  |  | 5,767 |  |  |  | 20,223 |  |  |  | 18,950 |
Total revenues |  |  | 330,638 |  |  |  | 303,989 |  |  |  | 962,862 |  |  |  | 909,505 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 87,505 |  |  |  | 80,270 |  |  |  | 253,373 |  |  |  | 237,462 |
Property operating expense |  |  | 59,227 |  |  |  | 49,577 |  |  |  | 164,643 |  |  |  | 143,788 |
Real estate taxes |  |  | 40,171 |  |  |  | 37,926 |  |  |  | 117,157 |  |  |  | 111,495 |
General and administrative |  |  | 20,903 |  |  |  | 20,273 |  |  |  | 71,248 |  |  |  | 56,710 |
Other operating expenses |  |  | 3,533 |  |  |  | 949 |  |  |  | 4,718 |  |  |  | 3,739 |
Total operating expenses |  |  | 211,339 |  |  |  | 188,995 |  |  |  | 611,139 |  |  |  | 553,194 |
Other expense (income): |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | 38,807 |  |  |  | 36,361 |  |  |  | 112,156 |  |  |  | 109,798 |
Gain on sale of real estate, net of tax |  |  | (184 | ) |  |  | (220 | ) |  |  | (515 | ) |  |  | (106,459 | )
Net investment loss (income) |  |  | 1,020 |  |  |  | 1,215 |  |  |  | (2,449 | ) |  |  | 9,177 |
Total other expense |  |  | 39,643 |  |  |  | 37,356 |  |  |  | 109,192 |  |  |  | 12,516 |
Income from operations before equity in income of investments in real estate partnerships |  |  | 79,656 |  |  |  | 77,638 |  |  |  | 242,531 |  |  |  | 343,795 |
Equity in income of investments in real estate partnerships |  |  | 12,517 |  |  |  | 11,209 |  |  |  | 36,302 |  |  |  | 47,855 |
Net income |  |  | 92,173 |  |  |  | 88,847 |  |  |  | 278,833 |  |  |  | 391,650 |
Noncontrolling interests: |  |  |  |  |  |  |  |  |  |  |  |
Exchangeable operating partnership units |  |  | (520 | ) |  |  | (379 | ) |  |  | (1,490 | ) |  |  | (1,694 | )
Limited partners' interests in consolidated partnerships |  |  | (933 | ) |  |  | (890 | ) |  |  | (2,560 | ) |  |  | (2,354 | )
Income attributable to noncontrolling interests |  |  | (1,453 | ) |  |  | (1,269 | ) |  |  | (4,050 | ) |  |  | (4,048 | )
Net income attributable to the Company |  |  | 90,720 |  |  |  | 87,578 |  |  |  | 274,783 |  |  |  | 387,602 |
Preferred stock dividends |  |  | (1,644 | ) |  |  | — |  |  |  | (1,644 | ) |  |  | — |
Net income attributable to common shareholders |  | $ | 89,076 |  |  |  | 87,578 |  |  | $ | 273,139 |  |  |  | 387,602 |
Income per common share - basic |  | $ | 0.50 |  |  |  | 0.51 |  |  | $ | 1.58 |  |  |  | 2.26 |
Income per common share - diluted |  | $ | 0.50 |  |  |  | 0.51 |  |  | $ | 1.57 |  |  |  | 2.26 |

See accompanying notes to consolidated financial statements.

2

REGENCY CENTERS CORPORATION

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Net income |  | $ | 92,173 |  |  |  | 88,847 |  |  | $ | 278,833 |  |  |  | 391,650 |
Other comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |
Effective portion of change in fair value of derivative instruments: |  |  |  |  |  |  |  |  |  |  |  |
Effective portion of change in fair value of derivative instruments |  |  | 4,606 |  |  |  | 7,069 |  |  |  | 7,327 |  |  |  | 20,473 |
Reclassification adjustment of derivative instruments included in net income |  |  | (2,161 | ) |  |  | 72 |  |  |  | (5,302 | ) |  |  | 1,563 |
Unrealized loss on available-for-sale debt securities |  |  | (292 | ) |  |  | (659 | ) |  |  | (215 | ) |  |  | (1,636 | )
Other comprehensive income |  |  | 2,153 |  |  |  | 6,482 |  |  |  | 1,810 |  |  |  | 20,400 |
Comprehensive income |  |  | 94,326 |  |  |  | 95,329 |  |  |  | 280,643 |  |  |  | 412,050 |
Less: comprehensive income attributable to noncontrolling interests: |  |  |  |  |  |  |  |  |  |  |  |
Net income attributable to noncontrolling interests |  |  | 1,453 |  |  |  | 1,269 |  |  |  | 4,050 |  |  |  | 4,048 |
Other comprehensive income (loss) attributable to noncontrolling interests |  |  | 54 |  |  |  | 617 |  |  |  | (65 | ) |  |  | 1,920 |
Comprehensive income attributable to noncontrolling interests |  |  | 1,507 |  |  |  | 1,886 |  |  |  | 3,985 |  |  |  | 5,968 |
Comprehensive income attributable to the Company |  | $ | 92,819 |  |  |  | 93,443 |  |  | $ | 276,658 |  |  |  | 406,082 |

See accompanying notes to consolidated financial statements.

3

REGENCY CENTE RS CORPORATION

Consolidated Statements of Equity

For the three months ended September 30, 2023 and 2022

(in thousands, except per share data)

(unaudited)

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Noncontrolling Interests |  |  |  |
|  | Preferred Stock |  |  | Common Stock |  |  | Treasury Stock |  |  | Additional Paid In Capital |  |  | Accumulated Other Comprehensive Income |  |  | Distributions in Excess of Net Income |  |  | Total Shareholders' Equity |  |  | Exchangeable Operating Partnership Units |  |  | Limited Partners' Interest in Consolidated Partnerships |  |  | Total Noncontrolling Interests |  |  | Total Equity |
Balance at June 30, 2022 |  | $ | — |  |  |  | 1,711 |  |  |  | (23,882 | ) |  |  | 7,874,461 |  |  |  | 2,388 |  |  |  | (1,729,645 | ) |  |  | 6,125,033 |  |  |  | 34,611 |  |  |  | 46,491 |  |  |  | 81,102 |  |  |  | 6,206,135 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 87,578 |  |  |  | 87,578 |  |  |  | 379 |  |  |  | 890 |  |  |  | 1,269 |  |  |  | 88,847 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other comprehensive income before reclassification |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5,787 |  |  |  | — |  |  |  | 5,787 |  |  |  | 27 |  |  |  | 596 |  |  |  | 623 |  |  |  | 6,410 |
Amounts reclassified from accumulated other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 78 |  |  |  | — |  |  |  | 78 |  |  |  | 1 |  |  |  | (7 | ) |  |  | (6 | ) |  |  | 72 |
Deferred compensation plan, net |  |  | — |  |  |  | — |  |  |  | (179 | ) |  |  | 179 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Restricted stock issued, net of amortization |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,125 |  |  |  | — |  |  |  | — |  |  |  | 4,125 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,125 |
Common stock repurchased for taxes withheld for stock based compensation, net |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 92 |  |  |  | — |  |  |  | — |  |  |  | 92 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 92 |
Common stock issued under dividend reinvestment plan |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 136 |  |  |  | — |  |  |  | — |  |  |  | 136 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 136 |
Contributions from partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,457 |  |  |  | 1,457 |  |  |  | 1,457 |
Distributions to partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,124 | ) |  |  | (1,124 | ) |  |  | (1,124 | )
Cash dividends declared: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common stock/unit ($0.625 per share) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (106,946 | ) |  |  | (106,946 | ) |  |  | (464 | ) |  |  | — |  |  |  | (464 | ) |  |  | (107,410 | )
Balance at September 30, 2022 |  | $ | — |  |  |  | 1,711 |  |  |  | (24,061 | ) |  |  | 7,878,993 |  |  |  | 8,253 |  |  |  | (1,749,013 | ) |  |  | 6,115,883 |  |  |  | 34,554 |  |  |  | 48,303 |  |  |  | 82,857 |  |  |  | 6,198,740 |
Balance at June 30, 2023 |  | $ | — |  |  |  | 1,710 |  |  |  | (24,676 | ) |  |  | 7,859,249 |  |  |  | 7,336 |  |  |  | (1,803,406 | ) |  |  | 6,040,213 |  |  |  | 54,281 |  |  |  | 49,292 |  |  |  | 103,573 |  |  |  | 6,143,786 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 90,720 |  |  |  | 90,720 |  |  |  | 520 |  |  |  | 933 |  |  |  | 1,453 |  |  |  | 92,173 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other comprehensive income before reclassification |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 4,026 |  |  |  | — |  |  |  | 4,026 |  |  |  | 25 |  |  |  | 263 |  |  |  | 288 |  |  |  | 4,314 |
Amounts reclassified from accumulated other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,927 | ) |  |  | — |  |  |  | (1,927 | ) |  |  | (11 | ) |  |  | (223 | ) |  |  | (234 | ) |  |  | (2,161 | )
Deferred compensation plan, net |  |  | — |  |  |  | — |  |  |  | (405 | ) |  |  | 405 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Restricted stock issued, net of amortization |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5,465 |  |  |  | — |  |  |  | — |  |  |  | 5,465 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5,465 |
Common stock repurchased for taxes withheld for stock based compensation, net |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 125 |  |  |  | — |  |  |  | — |  |  |  | 125 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 125 |
Common stock issued under dividend reinvestment plan |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 162 |  |  |  | — |  |  |  | — |  |  |  | 162 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 162 |
Common stock issued for partnership units exchanged |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 198 |  |  |  | — |  |  |  | — |  |  |  | 198 |  |  |  | (198 | ) |  |  | — |  |  |  | (198 | ) |  |  | — |
Common stock issued, net of issuance costs |  |  | — |  |  |  | 136 |  |  |  | — |  |  |  | 818,408 |  |  |  | — |  |  |  | — |  |  |  | 818,544 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 818,544 |
Issuance of preferred stock |  |  | 225,000 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 225,000 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 225,000 |
Contributions from partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 69,625 |  |  |  | 69,625 |  |  |  | 69,625 |
Distributions to partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (3,191 | ) |  |  | (3,191 | ) |  |  | (3,191 | )
Cash dividends declared: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock/unit |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,644 | ) |  |  | (1,644 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,644 | )
Common stock/unit ($0.650 per share) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (119,968 | ) |  |  | (119,968 | ) |  |  | (703 | ) |  |  | — |  |  |  | (703 | ) |  |  | (120,671 | )
Balance at September 30, 2023 |  | $ | 225,000 |  |  |  | 1,846 |  |  |  | (25,081 | ) |  |  | 8,684,012 |  |  |  | 9,435 |  |  |  | (1,834,298 | ) |  |  | 7,060,914 |  |  |  | 53,914 |  |  |  | 116,699 |  |  |  | 170,613 |  |  |  | 7,231,527 |

See accompanying notes to consolidated financial statements.

4

REGENCY CENTERS CORPORATION

Consolidated Statements of Equity

For the nine months ended September 30, 2023 and 2022

(in thousands, except per share data)

(unaudited)

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Noncontrolling Interests |  |  |  |
|  | Preferred Stock |  |  | Common Stock |  |  | Treasury Stock |  |  | Additional Paid In Capital |  |  | Accumulated Other Comprehensive Income (Loss) |  |  | Distributions in Excess of Net Income |  |  | Total Shareholders' Equity |  |  | Exchangeable Operating Partnership Units |  |  | Limited Partners' Interest in Consolidated Partnerships |  |  | Total Noncontrolling Interests |  |  | Total Equity |
Balance at December 31, 2021 |  | $ | — |  |  |  | 1,712 |  |  |  | (22,758 | ) |  |  | 7,883,458 |  |  |  | (10,227 | ) |  |  | (1,814,814 | ) |  |  | 6,037,371 |  |  |  | 35,447 |  |  |  | 37,114 |  |  |  | 72,561 |  |  |  | 6,109,932 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 387,602 |  |  |  | 387,602 |  |  |  | 1,694 |  |  |  | 2,354 |  |  |  | 4,048 |  |  |  | 391,650 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other comprehensive income before reclassification |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 17,067 |  |  |  | — |  |  |  | 17,067 |  |  |  | 81 |  |  |  | 1,689 |  |  |  | 1,770 |  |  |  | 18,837 |
Amounts reclassified from accumulated other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,413 |  |  |  | — |  |  |  | 1,413 |  |  |  | 8 |  |  |  | 142 |  |  |  | 150 |  |  |  | 1,563 |
Deferred compensation plan, net |  |  | — |  |  |  | — |  |  |  | (1,303 | ) |  |  | 1,303 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Restricted stock issued, net of amortization |  |  | — |  |  |  | 2 |  |  |  | — |  |  |  | 12,697 |  |  |  | — |  |  |  | — |  |  |  | 12,699 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 12,699 |
Common stock repurchased for taxes withheld for stock based compensation, net |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (5,996 | ) |  |  | — |  |  |  | — |  |  |  | (5,996 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (5,996 | )
Common stock repurchased and retired |  |  | — |  |  |  | (13 | ) |  |  | — |  |  |  | (75,406 | ) |  |  | — |  |  |  | — |  |  |  | (75,419 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (75,419 | )
Common stock issued under dividend reinvestment plan |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 388 |  |  |  | — |  |  |  | — |  |  |  | 388 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 388 |
Common stock issued for partnership units exchanged |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,275 |  |  |  | — |  |  |  | — |  |  |  | 1,275 |  |  |  | (1,275 | ) |  |  | — |  |  |  | (1,275 | ) |  |  | — |
Common stock issued, net of issuance costs |  |  | — |  |  |  | 10 |  |  |  | — |  |  |  | 61,274 |  |  |  | — |  |  |  | — |  |  |  | 61,284 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 61,284 |
Contributions from partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 11,903 |  |  |  | 11,903 |  |  |  | 11,903 |
Distributions to partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,899 | ) |  |  | (4,899 | ) |  |  | (4,899 | )
Cash dividends declared: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Common stock/unit ($1.875 per share) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (321,801 | ) |  |  | (321,801 | ) |  |  | (1,401 | ) |  |  | — |  |  |  | (1,401 | ) |  |  | (323,202 | )
Balance at September 30, 2022 |  | $ | — |  |  |  | 1,711 |  |  |  | (24,061 | ) |  |  | 7,878,993 |  |  |  | 8,253 |  |  |  | (1,749,013 | ) |  |  | 6,115,883 |  |  |  | 34,554 |  |  |  | 48,303 |  |  |  | 82,857 |  |  |  | 6,198,740 |
Balance at December 31, 2022 |  | $ | — |  |  | $ | 1,711 |  |  |  | (24,461 | ) |  |  | 7,877,152 |  |  |  | 7,560 |  |  |  | (1,764,977 | ) |  |  | 6,096,985 |  |  |  | 34,489 |  |  |  | 46,565 |  |  |  | 81,054 |  |  |  | 6,178,039 |
Net income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 274,783 |  |  |  | 274,783 |  |  |  | 1,490 |  |  |  | 2,560 |  |  |  | 4,050 |  |  |  | 278,833 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other comprehensive income before reclassification |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 6,596 |  |  |  | — |  |  |  | 6,596 |  |  |  | 46 |  |  |  | 470 |  |  |  | 516 |  |  |  | 7,112 |
Amounts reclassified from accumulated other comprehensive income |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,721 | ) |  |  | — |  |  |  | (4,721 | ) |  |  | (26 | ) |  |  | (555 | ) |  |  | (581 | ) |  |  | (5,302 | )
Deferred compensation plan, net |  |  | — |  |  |  | — |  |  |  | (620 | ) |  |  | 620 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Restricted stock issued, net of amortization |  |  | — |  |  |  | 2 |  |  |  | — |  |  |  | 14,387 |  |  |  | — |  |  |  | — |  |  |  | 14,389 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 14,389 |
Common stock repurchased for taxes withheld for stock based compensation, net |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (7,201 | ) |  |  | — |  |  |  | — |  |  |  | (7,201 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (7,201 | )
Common stock repurchased and retired |  |  | — |  |  |  | (3 | ) |  |  | — |  |  |  | (20,003 | ) |  |  | — |  |  |  | — |  |  |  | (20,006 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (20,006 | )
Common stock issued under dividend reinvestment plan |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 461 |  |  |  | — |  |  |  | — |  |  |  | 461 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 461 |
Common stock issued for partnership units exchanged |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 198 |  |  |  | — |  |  |  | — |  |  |  | 198 |  |  |  | (198 | ) |  |  | — |  |  |  | (198 | ) |  |  | — |
Common stock issued, net of issuance costs |  |  | — |  |  |  | 136 |  |  |  | — |  |  |  | 818,398 |  |  |  | — |  |  |  | — |  |  |  | 818,534 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 818,534 |
Issuance of exchangeable operating partnership units |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 20,000 |  |  |  | — |  |  |  | 20,000 |  |  |  | 20,000 |
Issuance of preferred stock |  |  | 225,000 |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | 225,000 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 225,000 |
Contributions from partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 72,830 |  |  |  | 72,830 |  |  |  | 72,830 |
Distributions to partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (5,171 | ) |  |  | (5,171 | ) |  |  | (5,171 | )
Cash dividends declared: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Preferred stock/unit |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,644 | ) |  |  | (1,644 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,644 | )
Common stock/unit ($1.950 per share) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (342,460 | ) |  |  | (342,460 | ) |  |  | (1,887 | ) |  |  | — |  |  |  | (1,887 | ) |  |  | (344,347 | )
Balance at September 30, 2023 |  | $ | 225,000 |  |  |  | 1,846 |  |  |  | (25,081 | ) |  |  | 8,684,012 |  |  |  | 9,435 |  |  |  | (1,834,298 | ) |  |  | 7,060,914 |  |  |  | 53,914 |  |  |  | 116,699 |  |  |  | 170,613 |  |  |  | 7,231,527 |

See accompanying notes to consolidated financial statements.

5

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

|  | 2023 |  |  | 2022 |
Cash flows from operating activities: |  |  |  |  |  |
Net income |  | $ | 278,833 |  |  |  | 391,650 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |
Depreciation and amortization |  |  | 253,373 |  |  |  | 237,462 |
Amortization of deferred loan costs and debt premiums |  |  | 5,124 |  |  |  | 4,297 |
(Accretion) and amortization of above and below market lease intangibles, net |  |  | (21,573 | ) |  |  | (15,625 | )
Stock-based compensation, net of capitalization |  |  | 14,203 |  |  |  | 12,592 |
Equity in income of investments in real estate partnerships |  |  | (36,302 | ) |  |  | (47,855 | )
Gain on sale of real estate, net of tax |  |  | (515 | ) |  |  | (106,459 | )
Distribution of earnings from investments in real estate partnerships |  |  | 48,451 |  |  |  | 45,238 |
Deferred compensation expense (income) |  |  | 2,148 |  |  |  | (8,016 | )
Realized and unrealized (gain) loss on investments |  |  | (2,252 | ) |  |  | 9,253 |
Changes in assets and liabilities: |  |  |  |  |  |
Tenant and other receivables |  |  | (3,094 | ) |  |  | (18,544 | )
Deferred leasing costs |  |  | (7,705 | ) |  |  | (7,022 | )
Other assets |  |  | (7,577 | ) |  |  | (4,312 | )
Accounts payable and other liabilities |  |  | 20,875 |  |  |  | 21,656 |
Tenants' security, escrow deposits and prepaid rent |  |  | 3,696 |  |  |  | 13,927 |
Net cash provided by operating activities |  |  | 547,685 |  |  |  | 528,242 |
Cash flows from investing activities: |  |  |  |  |  |
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022 |  |  | (2,033 | ) |  |  | (141,275 | )
Acquisition of UBP, net of cash acquired of $14,143 |  |  | (80,488 | ) |  |  | — |
Real estate development and capital improvements |  |  | (158,982 | ) |  |  | (143,724 | )
Proceeds from sale of real estate and FF&E |  |  | 10,338 |  |  |  | 137,280 |
Issuance of notes receivable |  |  | (4,000 | ) |  |  | — |
Investments in real estate partnerships |  |  | (9,118 | ) |  |  | (13,573 | )
Return of capital from investments in real estate partnerships |  |  | 3,644 |  |  |  | 48,473 |
Dividends on investment securities |  |  | 571 |  |  |  | 336 |
Acquisition of investment securities |  |  | (5,206 | ) |  |  | (15,205 | )
Proceeds from sale of investment securities |  |  | 13,747 |  |  |  | 15,821 |
Net cash used in investing activities |  |  | (231,527 | ) |  |  | (111,867 | )
Cash flows from financing activities: |  |  |  |  |  |
Net proceeds from common stock issuance |  |  | 4 |  |  |  | 61,284 |
Repurchase of common shares in conjunction with equity award plans |  |  | (7,653 | ) |  |  | (6,438 | )
Common shares repurchased through share repurchase program |  |  | (20,006 | ) |  |  | (75,419 | )
Proceeds from sale of treasury stock |  |  | 62 |  |  |  | 64 |
Contributions from limited partners in consolidated partnerships, net |  |  | 3,167 |  |  |  | 1,568 |
Distributions to exchangeable operating partnership unit holders |  |  | (1,666 | ) |  |  | (1,413 | )
Dividends paid to common shareholders |  |  | (332,627 | ) |  |  | (321,484 | )
Proceeds from unsecured credit facilities |  |  | 442,000 |  |  |  | 95,000 |
Repayment of unsecured credit facilities |  |  | (365,000 | ) |  |  | (95,000 | )
Proceeds from notes payable |  |  | 46,500 |  |  |  | — |
Repayment of notes payable |  |  | (60,257 | ) |  |  | (5,995 | )
Scheduled principal payments |  |  | (7,977 | ) |  |  | (8,503 | )
Payment of loan costs |  |  | (411 | ) |  |  | (82 | )
Net cash used in financing activities |  |  | (303,864 | ) |  |  | (356,418 | )
Net increase in cash and cash equivalents and restricted cash |  |  | 12,294 |  |  |  | 59,957 |
Cash and cash equivalents and restricted cash at beginning of the period |  |  | 68,776 |  |  |  | 95,027 |
Cash and cash equivalents and restricted cash at end of the period |  | $ | 81,070 |  |  |  | 154,984 |

See accompanying notes to consolidated financial statements.

6

REGENCY CENTERS CORPORATION

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

|  | 2023 |  |  | 2022 |
Supplemental disclosure of cash flow information: |  |  |  |  |  |
Cash paid for interest (net of capitalized interest of $4,026 and $2,985 in 2023 and 2022, respectively) |  | $ | 116,686 |  |  |  | 115,011 |
Cash paid for income taxes, net of refunds |  | $ | 728 |  |  |  | 488 |
Supplemental disclosure of non-cash transactions: |  |  |  |  |  |
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid |  | $ | 122,946 |  |  |  | 107,410 |
Acquisition of real estate previously held within investments in real estate partnerships |  | $ | — |  |  |  | 17,179 |
Mortgage loans assumed by Company with the acquisition of real estate |  | $ | — |  |  |  | 22,779 |
Right of use assets obtained in exchange for new operating lease liabilities |  | $ | 32,002 |  |  |  |
Sale of leased asset in exchange for net investment in sales-type lease |  | $ | 8,510 |  |  |  |
UBP Acquisition: |  |  |  |  |  |
Notes payable assumed in acquisition, at fair value |  | $ | 284,706 |  |  |  | — |
Non-controlling interest assumed in acquisition, at fair value |  | $ | 64,492 |  |  |  | — |
Common stock exchanged for UBP shares |  | $ | 818,530 |  |  |  | — |
Preferred stock exchanged for UBP shares |  | $ | 225,000 |  |  |  | — |
Common stock issued for partnership units exchanged |  | $ | 199 |  |  |  | 1,275 |
Exchangeable operating partnership units issued for acquisition of real estate |  | $ | 20,000 |  |  |  | — |
Change in accrued capital expenditures |  | $ | 20,967 |  |  |  | 10,230 |
Common stock issued under dividend reinvestment plan |  | $ | 461 |  |  |  | 388 |
Stock-based compensation capitalized |  | $ | 638 |  |  |  | 550 |
Contributions from limited partners in consolidated partnerships |  | $ | — |  |  |  | 5,434 |
Common stock issued for dividend reinvestment in trust |  | $ | 905 |  |  |  | 840 |
Contribution of stock awards into trust |  | $ | 1,961 |  |  |  | 2,136 |
Distribution of stock held in trust |  | $ | 2,245 |  |  |  | 786 |
Change in fair value of securities |  | $ | 215 |  |  |  | 1,896 |

See accompanying notes to consolidated financial statements.

7

REGENCY CENTERS, L.P.

Consolidated Balance Sheets

September 30, 2023 and December 31, 2022

(in thousands, except unit data)

|  | 2023 |  |  | 2022 |
Assets |  | (unaudited) |  |  |  |
Net real estate investments: |  |  |  |  |  |
Real estate assets, at cost |  | $ | 13,361,194 |  |  |  | 11,858,064 |
Less: accumulated depreciation |  |  | 2,619,345 |  |  |  | 2,415,860 |
Real estate assets, net |  |  | 10,741,849 |  |  |  | 9,442,204 |
Investments in sales-type lease, net |  |  | 8,558 |  |  |  | — |
Investments in real estate partnerships |  |  | 382,300 |  |  |  | 350,377 |
Net real estate investments |  |  | 11,132,707 |  |  |  | 9,792,581 |
Cash, cash equivalents, and restricted cash, including $6,710 and $2,310 of restricted cash at September 30, 2023 and December 31, 2022, respectively |  |  | 81,070 |  |  |  | 68,776 |
Tenant and other receivables |  |  | 199,439 |  |  |  | 188,863 |
Deferred leasing costs, less accumulated amortization of $122,530 and $117,137 at September 30, 2023 and December 31, 2022, respectively |  |  | 71,551 |  |  |  | 68,945 |
Acquired lease intangible assets, less accumulated amortization of $351,118 and $338,053 at September 30, 2023 and December 31, 2022, respectively |  |  | 295,347 |  |  |  | 197,745 |
Right of use assets, net |  |  | 301,821 |  |  |  | 275,513 |
Other assets |  |  | 299,479 |  |  |  | 267,797 |
Total assets |  | $ | 12,381,414 |  |  |  | 10,860,220 |
Liabilities and Capital |  |  |  |  |  |
Liabilities: |  |  |  |  |  |
Notes payable, net |  | $ | 3,992,093 |  |  |  | 3,726,754 |
Unsecured credit facility |  |  | 77,000 |  |  |  | — |
Accounts payable and other liabilities |  |  | 360,102 |  |  |  | 317,259 |
Acquired lease intangible liabilities, less accumulated amortization of $205,096 and $193,315 at September 30, 2023 and December 31, 2022, respectively |  |  | 396,423 |  |  |  | 354,204 |
Lease liabilities |  |  | 242,394 |  |  |  | 213,722 |
Tenants' security, escrow deposits and prepaid rent |  |  | 81,875 |  |  |  | 70,242 |
Total liabilities |  |  | 5,149,887 |  |  |  | 4,682,181 |
Capital: |  |  |  |  |  |
Partners' capital: |  |  |  |  |  |
Series A and Series B preferred units, $0.01 par value per unit, 30,000,000 units authorized; 9,000,000 units issued as September 30, 2023 with liquidation preferences of $25 per unit and no units authorized or issued at December 30, 2022 |  |  | 225,000 |  |  |  | — |
General partner; 184,576,090 and 171,124,593 units outstanding at September 30, 2023 and December 31, 2022, respectively |  |  | 6,826,479 |  |  |  | 6,089,425 |
Limited partners; 1,076,797 and 741,433 units outstanding at September 30, 2023 and December 31, 2022 respectively |  |  | 53,914 |  |  |  | 34,489 |
Accumulated other comprehensive income |  |  | 9,435 |  |  |  | 7,560 |
Total partners' capital |  |  | 7,114,828 |  |  |  | 6,131,474 |
Noncontrolling interest: Limited partners' interests in consolidated partnerships |  |  | 116,699 |  |  |  | 46,565 |
Total capital |  |  | 7,231,527 |  |  |  | 6,178,039 |
Total liabilities and capital |  | $ | 12,381,414 |  |  |  | 10,860,220 |

See accompanying notes to consolidated financial statements.

8

REGENCY CENTERS, L.P.

Consolidated Statements of Operations

(in thousands, except per unit data)

(unaudited)

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Revenues: |  |  |  |  |  |  |  |  |  |  |  |
Lease income |  | $ | 320,921 |  |  |  | 295,756 |  |  | $ | 934,180 |  |  |  | 882,265 |
Other property income |  |  | 2,638 |  |  |  | 2,466 |  |  |  | 8,459 |  |  |  | 8,290 |
Management, transaction, and other fees |  |  | 7,079 |  |  |  | 5,767 |  |  |  | 20,223 |  |  |  | 18,950 |
Total revenues |  |  | 330,638 |  |  |  | 303,989 |  |  |  | 962,862 |  |  |  | 909,505 |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 87,505 |  |  |  | 80,270 |  |  |  | 253,373 |  |  |  | 237,462 |
Property operating expense |  |  | 59,227 |  |  |  | 49,577 |  |  |  | 164,643 |  |  |  | 143,788 |
Real estate taxes |  |  | 40,171 |  |  |  | 37,926 |  |  |  | 117,157 |  |  |  | 111,495 |
General and administrative |  |  | 20,903 |  |  |  | 20,273 |  |  |  | 71,248 |  |  |  | 56,710 |
Other operating expenses |  |  | 3,533 |  |  |  | 949 |  |  |  | 4,718 |  |  |  | 3,739 |
Total operating expenses |  |  | 211,339 |  |  |  | 188,995 |  |  |  | 611,139 |  |  |  | 553,194 |
Other expense (income): |  |  |  |  |  |  |  |  |  |  |  |
Interest expense, net |  |  | 38,807 |  |  |  | 36,361 |  |  |  | 112,156 |  |  |  | 109,798 |
Gain on sale of real estate, net of tax |  |  | (184 | ) |  |  | (220 | ) |  |  | (515 | ) |  |  | (106,459 | )
Net investment loss (income) |  |  | 1,020 |  |  |  | 1,215 |  |  |  | (2,449 | ) |  |  | 9,177 |
Total other expense |  |  | 39,643 |  |  |  | 37,356 |  |  |  | 109,192 |  |  |  | 12,516 |
Income from operations before equity in income of investments in real estate partnerships |  |  | 79,656 |  |  |  | 77,638 |  |  |  | 242,531 |  |  |  | 343,795 |
Equity in income of investments in real estate partnerships |  |  | 12,517 |  |  |  | 11,209 |  |  |  | 36,302 |  |  |  | 47,855 |
Net income |  |  | 92,173 |  |  |  | 88,847 |  |  |  | 278,833 |  |  |  | 391,650 |
Limited partners' interests in consolidated partnerships |  |  | (933 | ) |  |  | (890 | ) |  |  | (2,560 | ) |  |  | (2,354 | )
Net income attributable to the Partnership |  |  | 91,240 |  |  |  | 87,957 |  |  |  | 276,273 |  |  |  | 389,296 |
Preferred unit distributions |  |  | (1,644 | ) |  |  | — |  |  |  | (1,644 | ) |  |  | — |
Net income attributable to common unit holders |  | $ | 89,596 |  |  |  | 87,957 |  |  | $ | 274,629 |  |  |  | 389,296 |
Income per common share - basic |  | $ | 0.50 |  |  |  | 0.51 |  |  | $ | 1.58 |  |  |  | 2.26 |
Income per common share - diluted |  | $ | 0.50 |  |  |  | 0.51 |  |  | $ | 1.57 |  |  |  | 2.26 |

See accompanying notes to consolidated financial statements.

9

REGENCY CENTERS, L.P.

Consolidated Statements of Comprehensive Income

(in thousands)

(unaudited)

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Net income |  | $ | 92,173 |  |  |  | 88,847 |  |  | $ | 278,833 |  |  |  | 391,650 |
Other comprehensive income: |  |  |  |  |  |  |  |  |  |  |  |
Effective portion of change in fair value of derivative instruments: |  |  |  |  |  |  |  |  |  |  |  |
Effective portion of change in fair value of derivative instruments |  |  | 4,606 |  |  |  | 7,069 |  |  |  | 7,327 |  |  |  | 20,473 |
Reclassification adjustment of derivative instruments included in net income |  |  | (2,161 | ) |  |  | 72 |  |  |  | (5,302 | ) |  |  | 1,563 |
Unrealized loss on available-for-sale debt securities |  |  | (292 | ) |  |  | (659 | ) |  |  | (215 | ) |  |  | (1,636 | )
Other comprehensive income |  |  | 2,153 |  |  |  | 6,482 |  |  |  | 1,810 |  |  |  | 20,400 |
Comprehensive income |  |  | 94,326 |  |  |  | 95,329 |  |  |  | 280,643 |  |  |  | 412,050 |
Less: comprehensive income attributable to noncontrolling interests: |  |  |  |  |  |  |  |  |  |  |  |
Net income attributable to noncontrolling interests |  |  | 933 |  |  |  | 890 |  |  |  | 2,560 |  |  |  | 2,354 |
Other comprehensive income (loss) attributable to noncontrolling interests |  |  | 40 |  |  |  | 589 |  |  |  | (85 | ) |  |  | 1,831 |
Comprehensive income attributable to noncontrolling interests |  |  | 973 |  |  |  | 1,479 |  |  |  | 2,475 |  |  |  | 4,185 |
Comprehensive income attributable to the Partnership |  | $ | 93,353 |  |  |  | 93,850 |  |  | $ | 278,168 |  |  |  | 407,865 |

See accompanying notes to consolidated financial statements.

10

REGENCY CENTERS, L.P.

C onsolidated Statements of Capital

For the three months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

|  | General Partner Preferred and Common Units |  |  | Limited Partners |  |  | Accumulated Other Comprehensive Income |  |  | Total Partners’ Capital |  |  | Noncontrolling Interests in Limited Partners’ Interest in Consolidated Partnerships |  |  | Total Capital |
Balance at June 30, 2022 |  | $ | 6,122,645 |  |  |  | 34,611 |  |  |  | 2,388 |  |  |  | 6,159,644 |  |  |  | 46,491 |  |  |  | 6,206,135 |
Net income |  |  | 87,578 |  |  |  | 379 |  |  |  | — |  |  |  | 87,957 |  |  |  | 890 |  |  |  | 88,847 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  | — |  |  |  |  |  |  |
Other comprehensive income before reclassification |  |  | — |  |  |  | 27 |  |  |  | 5,787 |  |  |  | 5,814 |  |  |  | 596 |  |  |  | 6,410 |
Amounts reclassified from accumulated other comprehensive income |  |  | — |  |  |  | 1 |  |  |  | 78 |  |  |  | 79 |  |  |  | (7 | ) |  |  | 72 |
Contributions from partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1,457 |  |  |  | 1,457 |
Distributions to partners |  |  | (106,946 | ) |  |  | (464 | ) |  |  | — |  |  |  | (107,410 | ) |  |  | (1,124 | ) |  |  | (108,534 | )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization |  |  | 4,125 |  |  |  | — |  |  |  | — |  |  |  | 4,125 |  |  |  | — |  |  |  | 4,125 |
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances |  |  | 228 |  |  |  | — |  |  |  | — |  |  |  | 228 |  |  |  | — |  |  |  | 228 |
Balance at September 30, 2022 |  | $ | 6,107,630 |  |  |  | 34,554 |  |  |  | 8,253 |  |  |  | 6,150,437 |  |  |  | 48,303 |  |  |  | 6,198,740 |
Balance at June 30, 2023 |  | $ | 6,032,877 |  |  |  | 54,281 |  |  |  | 7,336 |  |  |  | 6,094,494 |  |  |  | 49,292 |  |  |  | 6,143,786 |
Net income |  |  | 90,720 |  |  |  | 520 |  |  |  | — |  |  |  | 91,240 |  |  |  | 933 |  |  |  | 92,173 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other comprehensive income before reclassification |  |  | — |  |  |  | 25 |  |  |  | 4,026 |  |  |  | 4,051 |  |  |  | 263 |  |  |  | 4,314 |
Amounts reclassified from accumulated other comprehensive loss |  |  | — |  |  |  | (11 | ) |  |  | (1,927 | ) |  |  | (1,938 | ) |  |  | (223 | ) |  |  | (2,161 | )
Contributions from partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 69,625 |  |  |  | 69,625 |
Distributions to partners |  |  | (119,968 | ) |  |  | (703 | ) |  |  | — |  |  |  | (120,671 | ) |  |  | (3,191 | ) |  |  | (123,862 | )
Preferred unit distributions |  |  | (1,644 | ) |  |  | — |  |  |  | — |  |  |  | (1,644 | ) |  |  | — |  |  |  | (1,644 | )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization |  |  | 5,465 |  |  |  | — |  |  |  | — |  |  |  | 5,465 |  |  |  | — |  |  |  | 5,465 |
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs |  |  | 225,000 |  |  |  | — |  |  |  | — |  |  |  | 225,000 |  |  |  | — |  |  |  | 225,000 |
Common units issued as a result of common stock issued by Parent Company, net of issuance costs |  |  | 818,544 |  |  |  | — |  |  |  | — |  |  |  | 818,544 |  |  |  | — |  |  |  | 818,544 |
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances |  |  | 287 |  |  |  | — |  |  |  | — |  |  |  | 287 |  |  |  | — |  |  |  | 287 |
Common units exchanged for common stock of Parent Company |  |  | 198 |  |  |  | (198 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Balance at September 30, 2023 |  | $ | 7,051,479 |  |  |  | 53,914 |  |  |  | 9,435 |  |  |  | 7,114,828 |  |  |  | 116,699 |  |  |  | 7,231,527 |

See accompanying notes to consolidated financial statements.

11

REGENCY CENTERS, L.P.

Consolidated Statements of Capital

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

|  | General Partner Preferred and Common Units |  |  | Limited Partners |  |  | Accumulated Other Comprehensive Income (Loss) |  |  | Total Partners' Capital |  |  | Noncontrolling Interests in Limited Partners' Interest in Consolidated Partnerships |  |  | Total Capital |
Balance at December 31, 2021 |  | $ | 6,047,598 |  |  |  | 35,447 |  |  |  | (10,227 | ) |  |  | 6,072,818 |  |  |  | 37,114 |  |  |  | 6,109,932 |
Net income |  |  | 387,602 |  |  |  | 1,694 |  |  |  | — |  |  |  | 389,296 |  |  |  | 2,354 |  |  |  | 391,650 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other comprehensive income before reclassification |  |  | — |  |  |  | 81 |  |  |  | 17,067 |  |  |  | 17,148 |  |  |  | 1,689 |  |  |  | 18,837 |
Amounts reclassified from accumulated other comprehensive income |  |  | — |  |  |  | 8 |  |  |  | 1,413 |  |  |  | 1,421 |  |  |  | 142 |  |  |  | 1,563 |
Contributions from partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 11,903 |  |  |  | 11,903 |
Distributions to partners |  |  | (321,801 | ) |  |  | (1,401 | ) |  |  | — |  |  |  | (323,202 | ) |  |  | (4,899 | ) |  |  | (328,101 | )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization |  |  | 12,699 |  |  |  | — |  |  |  | — |  |  |  | 12,699 |  |  |  | — |  |  |  | 12,699 |
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company |  |  | (75,419 | ) |  |  |  |  |  |  |  |  | (75,419 | ) |  |  |  |  |  | (75,419 | )
Common units issued as a result of common stock issued by Parent Company, net of issuance costs |  |  | 61,284 |  |  |  | — |  |  |  | — |  |  |  | 61,284 |  |  |  | — |  |  |  | 61,284 |
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances |  |  | (5,608 | ) |  |  | — |  |  |  | — |  |  |  | (5,608 | ) |  |  | — |  |  |  | (5,608 | )
Common units exchanged for common stock of Parent Company |  |  | 1,275 |  |  |  | (1,275 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Balance at September 30, 2022 |  | $ | 6,107,630 |  |  |  | 34,554 |  |  |  | 8,253 |  |  |  | 6,150,437 |  |  |  | 48,303 |  |  |  | 6,198,740 |
Balance at December 31, 2022 |  | $ | 6,089,425 |  |  |  | 34,489 |  |  |  | 7,560 |  |  |  | 6,131,474 |  |  |  | 46,565 |  |  |  | 6,178,039 |
Net income |  |  | 274,783 |  |  |  | 1,490 |  |  |  | — |  |  |  | 276,273 |  |  |  | 2,560 |  |  |  | 278,833 |
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Other comprehensive income before reclassification |  |  | — |  |  |  | 46 |  |  |  | 6,596 |  |  |  | 6,642 |  |  |  | 470 |  |  |  | 7,112 |
Amounts reclassified from accumulated other comprehensive income |  |  | — |  |  |  | (26 | ) |  |  | (4,721 | ) |  |  | (4,747 | ) |  |  | (555 | ) |  |  | (5,302 | )
Deferred compensation plan, net |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Contributions from partners |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 72,830 |  |  |  | 72,830 |
Issuance of exchangeable operating partnership units |  |  | — |  |  |  | 20,000 |  |  |  | — |  |  |  | 20,000 |  |  |  | — |  |  |  | 20,000 |
Distributions to partners |  |  | (342,460 | ) |  |  | (1,887 | ) |  |  | — |  |  |  | (344,347 | ) |  |  | (5,171 | ) |  |  | (349,518 | )
Preferred unit distributions |  |  | (1,644 | ) |  |  |  |  |  |  |  |  | (1,644 | ) |  |  | — |  |  |  | (1,644 | )
Restricted units issued as a result of restricted stock issued by Parent Company, net of amortization |  |  | 14,389 |  |  |  | — |  |  |  | — |  |  |  | 14,389 |  |  |  | — |  |  |  | 14,389 |
Preferred units issued as a result of preferred stock issued by Parent Company, net of issuance costs |  |  | 225,000 |  |  |  | — |  |  |  | — |  |  |  | 225,000 |  |  |  | — |  |  |  | 225,000 |
Common units repurchased and retired as a result of common stock repurchased and retired by Parent Company |  |  | (20,006 | ) |  |  | — |  |  |  | — |  |  |  | (20,006 | ) |  |  | — |  |  |  | (20,006 | )
Common units issued as a result of common stock issued by Parent Company, net of issuance costs |  |  | 818,534 |  |  |  | — |  |  |  | — |  |  |  | 818,534 |  |  |  | — |  |  |  | 818,534 |
Common units repurchased as a result of common stock repurchased by Parent Company, net of issuances |  |  | (6,740 | ) |  |  | — |  |  |  | — |  |  |  | (6,740 | ) |  |  | — |  |  |  | (6,740 | )
Common unit exchanged for common stock of Parent Company |  |  | 198 |  |  |  | (198 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | — |
Balance at September 30, 2023 |  | $ | 7,051,479 |  |  |  | 53,914 |  |  |  | 9,435 |  |  |  | 7,114,828 |  |  |  | 116,699 |  |  |  | 7,231,527 |

See accompanying notes to consolidated financial statements.

12

REGENCY CENTERS, L.P.

Consolidated Statem ents of Cash Flows

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

|  | 2023 |  |  | 2022 |
Cash flows from operating activities: |  |  |  |  |  |
Net income |  | $ | 278,833 |  |  |  | 391,650 |
Adjustments to reconcile net income to net cash provided by operating activities: |  |  |  |  |  |
Depreciation and amortization |  |  | 253,373 |  |  |  | 237,462 |
Amortization of deferred loan costs and debt premiums |  |  | 5,124 |  |  |  | 4,297 |
(Accretion) and amortization of above and below market lease intangibles, net |  |  | (21,573 | ) |  |  | (15,625 | )
Stock-based compensation, net of capitalization |  |  | 14,203 |  |  |  | 12,592 |
Equity in income of investments in real estate partnerships |  |  | (36,302 | ) |  |  | (47,855 | )
Gain on sale of real estate, net of tax |  |  | (515 | ) |  |  | (106,459 | )
Distribution of earnings from investments in real estate partnerships |  |  | 48,451 |  |  |  | 45,238 |
Deferred compensation expense (income) |  |  | 2,148 |  |  |  | (8,016 | )
Realized and unrealized (gain) loss on investments |  |  | (2,252 | ) |  |  | 9,253 |
Changes in assets and liabilities: |  |  |  |  |  |
Tenant and other receivables |  |  | (3,094 | ) |  |  | (18,544 | )
Deferred leasing costs |  |  | (7,705 | ) |  |  | (7,022 | )
Other assets |  |  | (7,577 | ) |  |  | (4,312 | )
Accounts payable and other liabilities |  |  | 20,875 |  |  |  | 21,656 |
Tenants' security, escrow deposits and prepaid rent |  |  | 3,696 |  |  |  | 13,927 |
Net cash provided by operating activities |  |  | 547,685 |  |  |  | 528,242 |
Cash flows from investing activities: |  |  |  |  |  |
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022 |  |  | (2,033 | ) |  |  | (141,275 | )
Acquisition of UBP, net of cash acquired of $14,143 |  |  | (80,488 | ) |  |  | — |
Real estate development and capital improvements |  |  | (158,982 | ) |  |  | (143,724 | )
Proceeds from sale of real estate and FF&E |  |  | 10,338 |  |  |  | 137,280 |
Issuance of notes receivable |  |  | (4,000 | ) |  |  | — |
Investments in real estate partnerships |  |  | (9,118 | ) |  |  | (13,573 | )
Return of capital from investments in real estate partnerships |  |  | 3,644 |  |  |  | 48,473 |
Dividends on investment securities |  |  | 571 |  |  |  | 336 |
Acquisition of investment securities |  |  | (5,206 | ) |  |  | (15,205 | )
Proceeds from sale of investment securities |  |  | 13,747 |  |  |  | 15,821 |
Net cash used in investing activities |  |  | (231,527 | ) |  |  | (111,867 | )
Cash flows from financing activities: |  |  |  |  |  |
Net proceeds from common stock issuance |  |  | 4 |  |  |  | 61,284 |
Repurchase of common shares in conjunction with equity award plans |  |  | (7,653 | ) |  |  | (6,438 | )
Common units repurchased through share repurchase program |  |  | (20,006 | ) |  |  | (75,419 | )
Proceeds from sale of treasury stock |  |  | 62 |  |  |  | 64 |
Contributions from limited partners in consolidated partnerships, net |  |  | 3,167 |  |  |  | 1,568 |
Distributions to partners |  |  | (334,293 | ) |  |  | (322,897 | )
Proceeds from unsecured credit facilities |  |  | 442,000 |  |  |  | 95,000 |
Repayment of unsecured credit facilities |  |  | (365,000 | ) |  |  | (95,000 | )
Proceeds from notes payable |  |  | 46,500 |  |  |  | — |
Repayment of notes payable |  |  | (60,257 | ) |  |  | (5,995 | )
Scheduled principal payments |  |  | (7,977 | ) |  |  | (8,503 | )
Payment of loan costs |  |  | (411 | ) |  |  | (82 | )
Net cash used in financing activities |  |  | (303,864 | ) |  |  | (356,418 | )
Net increase in cash and cash equivalents and restricted cash |  |  | 12,294 |  |  |  | 59,957 |
Cash and cash equivalents and restricted cash at beginning of the period |  |  | 68,776 |  |  |  | 95,027 |
Cash and cash equivalents and restricted cash at end of the period |  | $ | 81,070 |  |  |  | 154,984 |

See accompanying notes to consolidated financial statements.

13

REGENCY CENTERS, L.P.

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2023 and 2022

(in thousands)

(unaudited)

|  | 2023 |  |  | 2022 |
Supplemental disclosure of cash flow information: |  |  |  |  |  |
Cash paid for interest (net of capitalized interest of $4,026 and $2,985 in 2023 and 2022, respectively) |  | $ | 116,686 |  |  |  | 115,011 |
Cash paid for income taxes, net of refunds |  | $ | 728 |  |  |  | 488 |
Supplemental disclosure of non-cash transactions: |  |  |  |  |  |
Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid |  | $ | 122,946 |  |  |  | 107,410 |
Acquisition of real estate previously held within investments in real estate partnerships |  | $ | — |  |  |  | 17,179 |
Mortgage loans assumed by Company with the acquisition of real estate |  | $ | — |  |  |  | 22,779 |
Right of use assets obtained in exchange for new operating lease liabilities |  | $ | 32,002 |  |  |  | — |
Sale of leased asset in exchange for net investment in sales-type lease |  | $ | 8,510 |  |  |  | — |
UBP Acquisition: |  |  |  |  |  |
Notes payable assumed in acquisition, at fair value |  | $ | 284,706 |  |  |  | — |
Non-controlling interest assumed in acquisition, at fair value |  | $ | 64,492 |  |  |  | — |
Common stock exchanged for UBP shares |  | $ | 818,530 |  |  |  | — |
Preferred stock exchanged for UBP shares |  | $ | 225,000 |  |  |  | — |
Common stock issued by Parent Company for partnership units exchanged |  | $ | 199 |  |  |  | 1,275 |
Exchangeable operating partnership units issued for acquisition of real estate |  | $ | 20,000 |  |  |  | — |
Change in accrued capital expenditures |  | $ | 20,967 |  |  |  | 10,230 |
Common stock issued by Parent Company for dividend reinvestment plan |  | $ | 461 |  |  |  | 388 |
Stock-based compensation capitalized |  | $ | 638 |  |  |  | 550 |
Contributions from limited partners in consolidated partnerships |  | $ | — |  |  |  | 5,434 |
Common stock issued for dividend reinvestment in trust |  | $ | 905 |  |  |  | 840 |
Contribution of stock awards into trust |  | $ | 1,961 |  |  |  | 2,136 |
Distribution of stock held in trust |  | $ | 2,245 |  |  |  | 786 |
Change in fair value of securities |  | $ | 215 |  |  |  | 1,896 |

See accompanying notes to consolidated financial statements.

14

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

1. | O rganization 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 other than through its investment in the Operating Partnership, and its only liabilities are $200 million of unsecured private placement notes, which are co-issued and guaranteed by the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership.

As of September 30, 2023, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis ow ned 379 properties and held partial interests in an additional 102 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships").

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, 2022, 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.

Acquisition of Urstadt Biddle Properties Inc.

On May 17, 2023, the Parent Company entered into an Agreement and Plan of Merger (the “merger agreement”) by and among the Parent Company, Hercules Merger Sub, LLC, a wholly owned subsidiary of the Parent Company (“Merger Sub”), Urstadt Biddle Properties Inc. (“UBP” or “Urstadt Biddle”), UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (“UB Sub I”), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (“UB Sub II”), pursuant to which, (a) UB Sub II merged with and into Urstadt Biddle (the “first merger”), with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I, and (b) following the first merger, UB Sub I merged with and into Merger Sub (the “second merger” and together with the first merger, the “mergers”), with Merger Sub being the surviving entity in the second merger. The combined company continues to trade under the ticker symbol “REG” on the National Association of Securities Dealers Automated Quotations (the “NASDAQ”).

The closing of the mergers completed on August 18, 2023 and each share of Urstadt Biddle’s common stock, par value $0.01 per share (“Urstadt Biddle common stock”), class A common stock, par value $0.01 per share (“Urstadt Biddle Class A common stock” and, together with Urstadt Biddle common stock, the “Urstadt Biddle common shares”), 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock converted into one equivalent share in UB Sub I, with respect to each class, subject to limited exceptions set forth in the merger agreement. Immediately thereafter, on August 18, 2023, each share of UB Sub I’s common stock, par value $0.01 per share, and class A common stock, par value $0.01 per share, converted into 0.347 of a share of common stock, par value $0.01 per share, of common stock of the Parent Company, without interest and subject to certain adjustments, subject to limited exceptions set forth in the merger agreement, and each share of UB Sub I’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock converted into one share of newly issued Parent Company 6.25% Series A Cumulative Redeemable Preferred Stock (“Parent Company Series A preferred stock”) and 5.875% Series B Cumulative Redeemable Preferred Stock (“Parent Company Series B preferred stock”), respectively (collectively referred to as the “Preferred Stock”).

Risks and Uncertainties

The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent continue to be influenced by current economic challenges, which impact their cost of doing business, including but not limited to the impact of inflation, the cost and availability of labor, increasing energy prices and interest rates, and access to credit. Additionally, macroeconomic and geopolitical risks, including the current wars in Ukraine, and involving Israel and Gaza, create challenges that may exacerbate current market conditions in the United States of America ("U.S.", "USA" or "United States"). The policies implemented by the U.S. government to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers. The potential impact of current economic challenges on the Company's financial condition, results of operations, and cash flows is subject to change and continues to depend on the extent and duration of these risks and uncertainties.

15

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

Consolidation

The Company consolidates properties that are wholly-owned, and properties where it owns less than 100% but has control over the activities most important to the overall success of the partnership. Control 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 has a single class of common stock outstanding and two series of preferred stock outstanding.

Ownership of the Operating Partnership

The Operating Partnership's capital includes the Common Units and the Preferred Units. As of September 30, 2023, the Parent Company owned approximately 99.4% of the outstanding Common Units, with the remaining limited Common Units held by third parties ("Exchangeable operating partnership units" or "EOP units"). The Parent Company currently owns all of the Preferred Units.

Each EOP unit is exchangeable for cash or one share of common stock of the Parent Company, at the discretion of the Parent Company, and the unit holder cannot require redemption in cash or common stock (i.e., registered shares of the Parent). The Parent Company has evaluated the conditions as specified under Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity, as it relates to EOP units outstanding and concluded that the Parent Company has the right to satisfy the redemption requirements of the units by delivering shares of unregistered common stock. Accordingly, the Parent Company classifies EOP units as permanent equity in the accompanying Consolidated Balance Sheets and Consolidated Statements of Equity and Comprehensive Income. The Parent Company serves as general partner of the Operating Partnership. The EOP unit holders have limited rights over the Operating Partnership such that they do not have the power to direct the activities that most significantly impact the Operating Partnership’s economic performance. As such, the Operating Partnership is considered a VIE, and the Parent Company, which consolidates it, is the primary beneficiary. The Parent Company's only investment is the Operating Partnership. Net income and distributions of the Operating Partnership are allocable to the general and limited common Partnership Units in accordance with their ownership percentages.

Real Estate Partnerships

As of September 30, 2023, Regency held partial ownership interests in 120 properties through partnerships, of which 18 are consolidated. Regency's partners include institutional investors and real estate developers and/or operators (the "Partners" or "Limited Partners"). Regency has a variable interest in these entities through its equity interests, with Regency being the primary beneficiary in certain of these real estate partnerships. As such, Regency consolidates the partnerships into its financial statements for which it is the primary beneficiary and reports the limited partners' interests as noncontrolling interests. For those partnerships which Regency is not the primary beneficiary and does not control, but has significant influence, Regency recognizes its investment in them using the equity method of accounting.

The assets of these partnerships are restricted to the use of the partnerships and cannot be reached by general creditors of the Company. Similarly, the obligations of the partnerships can only be settled by the assets of these partnerships or additional contributions by the partners.

The major classes of assets, liabilities, and non-controlling equity interests held by the Company's consolidated VIEs, exclusive of the Operating Partnership, are as follows:

(in thousands) |  | September 30, 2023 |  |  | December 31, 2022 |
Assets |  |  |  |  |  |
Net real estate investments |  | $ | 256,750 |  |  |  | 107,725 |
Cash, cash equivalents and restricted cash |  |  | 7,240 |  |  |  | 2,420 |
Liabilities |  |  |  |  |  |
Notes payable |  |  | 33,733 |  |  |  | 4,188 |
Equity |  |  |  |  |  |
Limited partners' interests in consolidated partnerships |  |  | 89,594 |  |  |  | 24,364 |

16

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

Revenues and Other Receivables

Other property income includes parking fees and other incidental income from the properties and is generally recognized at the point in time that the performance obligation is met. Income within Management, transaction, and other fees on the Consolidated Statements of Operations is primarily from contracts with the Company's real estate partnerships. The primary components of these revenue streams, the timing of satisfying the performance obligations, and amounts are as follows:

|  |  |  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands) |  | Timing of satisfaction of performance obligations |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Management, transaction, and other fees: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Property management services |  | Over time |  | $ | 3,591 |  |  |  | 3,224 |  |  | $ | 10,536 |  |  |  | 10,152 |
Asset management services |  | Over time |  |  | 1,623 |  |  |  | 1,680 |  |  |  | 4,900 |  |  |  | 5,105 |
Leasing services |  | Point in time |  |  | 889 |  |  |  | 729 |  |  |  | 2,703 |  |  |  | 2,895 |
Other fees |  | Point in time |  |  | 976 |  |  |  | 134 |  |  |  | 2,084 |  |  |  | 798 |
Total management, transaction, and other fees |  |  |  | $ | 7,079 |  |  |  | 5,767 |  |  | $ | 20,223 |  |  |  | 18,950 |

The accounts receivable for management services, which are included within Tenant and other receivables in the accompanying Consolidated Balance Sheets, are $15.9 million and $16.4 million, as of September 30, 2023 and December 31, 2022, respectively.

17

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

Recent Accounting Pronouncements

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

Standard |  | Description |  | Date of adoption |  | Effect on the financial statements or other significant matters
Recently adopted: |  |  |  |  |  |
ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting |  | In March 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-04, Reference Rate Reform (Topic 848). ASU 2020-04 contains practical expedients for reference rate reform related to activities that impact debt, leases, derivatives, and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The amendments in this update provide exceptions to the guidance in Topic 815 related to changes to the critical terms of a hedging relationship due to reference rate reform, which if criteria are met, provide such changes should not result in the dedesignation and redesignation of the hedging relationship. |  | March 2020 through March 31, 2023 |  | The Company has elected to apply the hedge accounting expedients and exceptions related to changes to the reference rate from LIBOR to SOFR in the Company's interest rate swaps, which it completed during the three months ended March 31, 2023. Application of these exceptions preserves the hedge designation of interest rate swaps and the related accounting and presentation consistent with past presentation.
ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers |  | The amendments in this update require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination rather than at fair value on the acquisition date required by Topic 805. |  | January 1, 2023 |  | The adoption of this ASU did no t have a material impact on the Company’s financial position and/or results of operations.

18

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

2. | Real Estate Investments

UBP Acquisition

General

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

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

Purchase Price Allocation

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

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

The acquired assets and assumed liabilities for an acquired operating property generally include, but are not limited to: land, buildings and improvements, identified tangible and intangible assets and liabilities associated with in-place leases, including tenant improvements, leasing costs, value of above-market and below-market leases, and value of acquired in-place leases. This methodology includes estimating an “as-if vacant” fair value of the physical property, which includes land, building, and improvements and also determines the estimated fair value of identifiable intangible assets and liabilities, considering the following categories: (i) value of in-place leases, and (ii) above and below-market value of in-place leases. The fair market value of the acquired operating properties is based on a valuation prepared by Regency with assistance of a third party valuation specialist. The third-party specialist utilized stabilized NOI and market specific capitalization rates as the primary valuation inputs in determining the fair value of the real estate assets. Management reviews the inputs used by the third-party specialist as well as the allocation of the purchase price to ensure reasonableness and that the procedures are performed in accordance with management's policy. Management and the third-party valuation specialist prepared their fair value estimates for each of the operating properties acquired. The allocation of the purchase price described above requires a significant amount of judgment

19

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

and represents management's best estimate of the fair value as of the acquisition date. The following table details the weighted average amortization and net accretion periods, in years, of the major classes of intangible assets and intangible liabilities arising from the UBP acquisition:

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

Other Acquisitions

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

(in thousands) |  | Nine months ended September 30, 2023 |
Date Purchased |  | Property Name |  | City/State |  | Property Type |  | Regency Ownership |  | Purchase Price (1) |  |  | Debt Assumed, Net of Discounts (1) |  |  | Intangible Assets (1) |  |  | Intangible Liabilities (1) |
Consolidated |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
5/1/2023 |  | Sienna Phase 1 |  | Houston, TX |  | Development |  | 75% |  | $ | 2,695 |  |  |  | — |  |  |  | — |  |  |  | — |
5/18/2023 |  | SunVet |  | Holbrook, NY |  | Development |  | 99% |  |  | 24,140 |  |  |  | — |  |  |  | — |  |  |  | — |
Total consolidated |  |  |  |  |  |  |  | $ | 26,835 |  |  |  | — |  |  |  | — |  |  |  | — |
Unconsolidated |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
9/19/2023 |  | Old Town Square |  | Chicago, IL |  | Operating |  | 20% |  |  | 27,510 |  |  |  | — |  |  |  | 3,625 |  |  |  | 503 |
Total unconsolidated |  |  |  |  |  |  |  | $ | 27,510 |  |  |  | — |  |  |  | 3,625 |  |  |  | 503 |
Total property acquisitions |  |  |  |  |  |  |  | $ | 54,345 |  |  |  | — |  |  |  | 3,625 |  |  |  | 503 |

(in thousands) |  | Nine months ended September 30, 2022 |
Date Purchased |  | Property Name |  | City/State |  | Property Type |  | Regency Ownership |  | Purchase Price (1) |  |  | Debt Assumed, Net of Discounts (1) |  |  | Intangible Assets (1) |  |  | Intangible Liabilities (1) |
Consolidated |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
3/1/2022 |  | Glenwood Green |  | Old Bridge, NJ |  | Development |  | 70% |  | $ | 11,000 |  |  |  | — |  |  |  | — |  |  |  | — |
3/31/2022 |  | Island Village |  | Bainbridge Island, WA |  | Operating |  | 100% |  |  | 30,650 |  |  |  | — |  |  |  | 2,900 |  |  |  | 6,839 |
4/1/2022 |  | Apple Valley (2) |  | Apple Valley, MN |  | Operating |  | 100% |  |  | 34,070 |  |  |  | — |  |  |  | 4,773 |  |  |  | 490 |
4/1/2022 |  | Cedar Commons (2) |  | Minneapolis, MN |  | Operating |  | 100% |  |  | 29,330 |  |  |  | — |  |  |  | 4,369 |  |  |  | 58 |
4/1/2022 |  | Corral Hollow (2) |  | Tracy, CA |  | Operating |  | 100% |  |  | 40,600 |  |  |  | — |  |  |  | 3,410 |  |  |  | 74 |
4/1/2022 |  | Shops at the Columbia (2) |  | Washington, DC |  | Operating |  | 100% |  |  | 14,000 |  |  |  | — |  |  |  | 889 |  |  |  | 181 |
5/6/2022 |  | Baederwood Shoppes |  | Jenkintown, PA |  | Operating |  | 80% |  |  | 51,603 |  |  |  | 22,779 |  |  |  | 5,796 |  |  |  | 1,062 |
Total consolidated |  |  |  |  |  |  |  | $ | 211,253 |  |  |  | 22,779 |  |  |  | 22,137 |  |  |  | 8,704 |
Unconsolidated |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
3/25/2022 |  | Naperville Plaza |  | Naperville, IL |  | Operating |  | 20% |  |  | 52,380 |  |  |  | 22,074 |  |  |  | 4,336 |  |  |  | 814 |
6/24/2022 |  | Baybrook East 1B |  | Houston, TX |  | Development |  | 50% |  |  | 5,540 |  |  |  | — |  |  |  | — |  |  |  | — |
Total unconsolidated |  |  |  |  |  |  |  | $ | 57,920 |  |  |  | 22,074 |  |  |  | 4,336 |  |  |  | 814 |
Total property acquisitions |  |  |  |  |  |  |  | $ | 269,173 |  |  |  | 44,853 |  |  |  | 26,473 |  |  |  | 9,518 |

(1)
Amounts for purchase price and allocation are reflected at 100%.
(2)
These properties were part of the four property portfolio purchased from an existing unconsolidated real partnership, RegCal, LLC, in which the Company held a 25% ownership interest. The basis allocated to Real estate assets was $93.2 million on a combined basis, including the Company's carry over basis related to its 25% previously owned equity investment in the partnership.

20

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

3. | Property Dispositions

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

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands, except number sold data) |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Net proceeds from sale of real estate investments |  | $ | 6,593 |  |  |  | 859 |  |  | $ | 9,658 |  |  |  | 137,280 |
Gain on sale of real estate, net of tax |  |  | 184 |  |  |  | 220 |  |  |  | 515 |  |  |  | 106,459 |
Number of operating properties sold |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 1 |
Number of land parcels sold |  |  | 2 |  |  |  | 1 |  |  |  | 3 |  |  |  | 4 |
Percent interest sold |  | 100% |  |  | 100% |  |  | 100% |  |  | 100% |

4. | Other Assets

The following table represents the components of Other assets in the accompanying Consolidated Balance Sheets as of the dates set forth below:

(in thousands) |  | September 30, 2023 |  |  | December 31, 2022 |
Goodwill |  | $ | 167,062 |  |  |  | 167,062 |
Investments |  |  | 48,304 |  |  |  | 54,581 |
Prepaid and other |  |  | 54,476 |  |  |  | 28,615 |
Derivative assets |  |  | 21,328 |  |  |  | 6,575 |
Furniture, fixtures, and equipment, net ("FF&E") |  |  | 4,871 |  |  |  | 5,808 |
Deferred financing costs, net |  |  | 3,438 |  |  |  | 5,156 |
Total other assets |  | $ | 299,479 |  |  |  | 267,797 |

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) |  | Weighted Average Contractual Rate |  | Weighted Average Effective Rate |  | September 30, 2023 |  |  | December 31, 2022 |
Notes payable: |  |  |  |  |  |  |  |  |  |
Fixed rate mortgage loans |  | 3.9% |  | 4.1% |  | $ | 452,512 |  |  |  | 342,135 |
Variable rate mortgage loans (1) |  | 4.1% |  | 4.1% |  |  | 287,922 |  |  |  | 136,246 |
Fixed rate unsecured debt |  | 3.8% |  | 4.0% |  |  | 3,251,659 |  |  |  | 3,248,373 |
Total notes payable, net |  |  |  |  |  |  | 3,992,093 |  |  |  | 3,726,754 |
Unsecured credit facilities: |  |  |  |  |  |  |  |  |  |
$1.25 Billion Line of Credit (the "Line") (2) |  | 6.3% |  | 6.6% |  |  | 77,000 |  |  |  | — |
Total unsecured credit facilities |  |  |  |  |  |  | 77,000 |  |  |  | — |
Total debt outstanding |  |  |  |  |  | $ | 4,069,093 |  |  |  | 3,726,754 |

(1)
As of September 30, 2023, 14 of these 16 variable rate loans, representing $283.0 million of debt in the aggregate, have interest rate swaps in place to mitigate interest rate fluctuation risk. Based on these swap agreements, the effective fixed rates of the 16 loans range from 2.5% to 6.7%.
(2)
The Line is scheduled to mature on March 23, 2025. The Company has the option to extend the maturity for two additional six-month periods. Weighted average effective rate for the Line is calculated based on a fully drawn Line balance using the period end variable rate.

21

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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

(in thousands) |  | September 30, 2023 |
Scheduled Principal Payments and Maturities by Year: |  | Scheduled Principal Payments |  |  | Mortgage Loan Maturities |  |  | Unsecured Maturities (1) |  |  | Total |
2023 (2) |  | $ | 4,154 |  |  |  | — |  |  |  | — |  |  |  | 4,154 |
2024 |  |  | 12,934 |  |  |  | 133,809 |  |  |  | 250,000 |  |  |  | 396,743 |
2025 |  |  | 11,094 |  |  |  | 52,369 |  |  |  | 327,000 |  |  |  | 390,463 |
2026 |  |  | 11,426 |  |  |  | 134,850 |  |  |  | 200,000 |  |  |  | 346,276 |
2027 |  |  | 8,612 |  |  |  | 222,429 |  |  |  | 525,000 |  |  |  | 756,041 |
Beyond 5 Years |  |  | 14,762 |  |  |  | 142,893 |  |  |  | 2,050,000 |  |  |  | 2,207,655 |
Unamortized debt premium/(discount) and issuance costs |  |  | — |  |  |  | (8,898 | ) |  |  | (23,341 | ) |  |  | (32,239 | )
Total |  | $ | 62,982 |  |  |  | 677,452 |  |  |  | 3,328,659 |  |  |  | 4,069,093 |

(1)
Includes unsecured public and private debt and unsecured credit facilities.
(2)
Reflects scheduled principal payments and maturities for the remainder of the year.

In connection with the acquisition of UBP on August 18, 2023, the Company completed the following debt transactions:

•
Assumed fixed rate debt of $130.0 million in the aggregate (including a mark to market debt discount of $13.6 million) that collectively encumbers 11 operating properties, and includes one unsecured note. This indebtedness has scheduled maturity dates ranging from November 2023 to June 2037, and accrue interest at rates ranging from 3.5% to 5.6% per annum.
•
Assumed variable rate debt of $154.7 million in the aggregate (including a mark to market debt premium of $1.1 million) that collectively encumbers 9 operating properties. This indebtedness has interest rate swaps in place to mitigate rate fluctuation risk. Based on these swap agreements, the effective fixed rates range from 3.1% to 4.8% per annum. The scheduled maturity dates range from August 2024 to January 2032.

The Company was in compliance as of September 30, 2023, with all financial and other covenants under its unsecured public and private placement debt and unsecured credit facilities and expects to remain in compliance thereafter.

6. | Derivative Financial 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 principal objective of such arrangements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions. The Company does not intend to utilize derivatives for speculative transactions or purposes other than mitigation of interest rate risk. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements are not able to perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties with quality credit ratings. The Company does not anticipate that any of the counterparties will fail to meet their obligations.

The Company's objectives in using interest rate derivatives are to attempt to stabilize interest expense where possible and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

22

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

The following table summarizes the terms and fair values of the Company's derivative financial instruments, as well as their classification on the Consolidated Balance Sheets:

|  |  |  |  |  |  |  |  |  |  | Fair Value |
(in thousands) |  |  |  |  |  |  |  |  |  |  | Assets (Liabilities) (1) |
Effective Date |  | Maturity Date |  | Notional Amount |  |  | Bank Pays Variable Rate of |  | Regency Pays Fixed Rate of |  | September 30, 2023 |  |  | December 31, 2022 |
12/1/22 |  | 3/17/25 |  |  | 24,000 |  |  | SOFR |  | 1.443% |  |  | 1,250 |  |  |  | 1,443 |
12/16/22 |  | 6/2/27 |  |  | 35,016 |  |  | SOFR |  | 2.261% |  |  | 2,485 |  |  |  | 2,158 |
1/17/23(2) |  | 8/15/24 |  |  | 13,134 |  |  | SOFR |  | 3.995% |  |  | 316 |  |  |  | - |
7/17/17(2) |  | 7/1/27 |  |  | 43,446 |  |  | SOFR |  | 1.498% |  |  | 4,341 |  |  |  | - |
9/21/16(2) |  | 10/1/26 |  |  | 8,856 |  |  | SOFR |  | 1.475% |  |  | 752 |  |  |  | - |
8/16/18(2) |  | 8/15/28 |  |  | 8,830 |  |  | SOFR |  | 4.830% |  |  | 505 |  |  |  | - |
3/18/19(2) |  | 4/1/29 |  |  | 23,193 |  |  | SOFR |  | 3.165% |  |  | 1,325 |  |  |  | - |
2/1/22(2) |  | 2/1/32 |  |  | 33,854 |  |  | SOFR |  | 3.053% |  |  | 6,508 |  |  |  | - |
1/3/23(2) |  | 7/1/29 |  |  | 11,008 |  |  | SOFR |  | 3.633% |  |  | 1,289 |  |  |  | - |
1/3/23(2) |  | 11/1/24 |  |  | 5,000 |  |  | SOFR |  | 3.705% |  |  | 163 |  |  |  | - |
2/24/23 |  | 12/31/26 |  |  | 15,390 |  |  | SOFR |  | 4.229% |  |  | 131 |  |  |  | 152 |
2/21/23 |  | 12/21/26 |  |  | 24,365 |  |  | SOFR |  | 1.684% |  |  | 2,061 |  |  |  | 1,939 |
9/19/23 |  | 9/19/28 |  |  | 31,000 |  |  | SOFR |  | 4.314% |  |  | 15 |  |  |  | 883 |
10/31/17(2) |  | 10/1/24 |  |  | 6,025 |  |  | SOFR |  | 2.334% |  |  | 187 |  |  |  | - |
|  |  |  |  |  |  |  |  |  |  | $ | 21,328 |  |  |  | 6,575 |

(1)
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.
(2)
Derivative instruments assumed as part of the UBP acquisitions.

These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not use derivatives for trading or speculative purposes and, as of September 30, 2023, does not have any derivatives that are not designated as 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 forecasted transaction affects earnings.

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

Location and Amount of Gain (Loss) Recognized in OCI on Derivative |  |  | Location and Amount of Gain (Loss) Reclassified from AOCI into 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) |  | 2023 |  |  | 2022 |  |  |  |  | 2023 |  |  | 2022 |  |  |  |  | 2023 |  |  | 2022 |
Interest rate swaps |  | $ | 4,606 |  |  |  | 7,069 |  |  | Interest expense |  | $ | (2,161 | ) |  |  | 72 |  |  | Interest expense, net |  | $ | 38,807 |  |  |  | 36,361 |
|  | Nine months ended September 30, |  |  |  |  | Nine months ended September 30, |  |  |  |  | Nine months ended September 30, |
(in thousands) |  | 2023 |  |  | 2022 |  |  |  |  | 2023 |  |  | 2022 |  |  |  |  | 2023 |  |  | 2022 |
Interest rate swaps |  | $ | 7,327 |  |  |  | 20,473 |  |  | Interest expense |  | $ | (5,302 | ) |  |  | 1,563 |  |  | Interest expense, net |  | $ | 112,156 |  |  |  | 109,798 |

As of September 30, 2023, the Company expects approximately $7.8 million of accumulated comprehensive income on derivative instruments in AOCI, including the Company's share from its Investments in real estate partnerships, to be reclassified into earnings during the next 12 months.

23

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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 the lease contract, which are primarily related to base rent, and in some cases stated amounts for common area maintenance ("CAM"), 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:

•
Recoveries from tenants represents the tenants' contractual obligations to reimburse the Company for their portion of Recoverable Costs incurred. Generally, the Company's leases provide for the tenants to reimburse the Company based on the tenants' share of the actual costs incurred in proportion to the tenants' share of leased space in the property.
•
Percentage rent represents amounts billable to tenants based on the tenants' actual sales volume in excess of levels specified in the lease contract.

The following table provides a disaggregation of lease income recognized as either fixed or variable lease income based on the criteria specified in ASC Topic 842:

(in thousands) |  | Three months ended September 30, |  |  | Nine months ended September 30, |
|  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Operating lease income |  |  |  |  |  |  |  |  |  |  |  |
Fixed and in-substance fixed lease income |  | $ | 235,489 |  |  |  | 215,077 |  |  | $ | 675,320 |  |  |  | 634,416 |
Variable lease income |  |  | 77,901 |  |  |  | 70,473 |  |  |  | 233,019 |  |  |  | 210,390 |
Other lease related income, net: |  |  |  |  |  |  |  |  |  |  |  |
Above/below market rent and tenant rent inducement amortization, net |  |  | 8,118 |  |  |  | 5,484 |  |  |  | 22,734 |  |  |  | 16,786 |
Uncollectible straight-line rent (1) |  |  | 49 |  |  |  | 3,612 |  |  |  | 2,149 |  |  |  | 8,517 |
Uncollectible amounts billable in lease income |  |  | (636 | ) |  |  | 1,110 |  |  |  | 958 |  |  |  | 12,156 |
Total lease income |  | $ | 320,921 |  |  |  | 295,756 |  |  | $ | 934,180 |  |  |  | 882,265 |

(1)
The amounts include straight-line rent adjustments associated with converting cash basis to accrual basis accounting for certain leases.

The following table represents the components of Tenant and other receivables, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets:

(in thousands) |  | September 30, 2023 |  |  | December 31, 2022 |
Tenant receivables |  | $ | 28,792 |  |  |  | 31,486 |
Straight-line rent receivables |  |  | 136,334 |  |  |  | 128,214 |
Other receivables (1) |  |  | 34,313 |  |  |  | 29,163 |
Total tenant and other receivables |  | $ | 199,439 |  |  |  | 188,863 |

(1)
Other receivables include construction receivables, insurance receivables, and amounts due from real estate partnerships for Management, transaction, and other fee income.

24

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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 for the following:

|  | September 30, 2023 |  |  | December 31, 2022 |
(in thousands) |  | Carrying Amount |  |  | Fair Value |  |  | Carrying Amount |  |  | Fair Value |
Financial liabilities: |  |  |  |  |  |  |  |  |  |  |  |
Notes payable, net |  | $ | 3,992,093 |  |  |  | 3,588,977 |  |  |  | 3,726,754 |  |  |  | 3,333,378 |
Unsecured credit facilities |  | $ | 77,000 |  |  |  | 77,000 |  |  |  | — |  |  |  | — |

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, 2023, and December 31, 2022, 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 fair value of the securities was determined using quoted prices in active markets, which are considered Level 1 inputs of the fair value hierarchy. Changes in the value of securities are recorded within Net investment loss (income) in the accompanying Consolidated Statements of Operations, and include unrealized losses of $1.0 million during the three months ended September 30, 2023 and 2022, and unrealized gains of $2.4 million and unrealized losses of $9.5 million during the nine months ended September 30, 2023 and 2022, respectively.

Available-for-Sale Debt Securities

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

Interest Rate Derivatives

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

25

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

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

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

| Fair Value Measurements as of September 30, 2023 |
|  |  |  | 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 | $ | 33,881 |  |  |  | 33,881 |  |  |  | — |  |  |  | — |
Available-for-sale debt securities |  | 14,423 |  |  |  | — |  |  |  | 14,423 |  |  |  | — |
Interest rate derivatives |  | 21,328 |  |  |  | — |  |  |  | 21,328 |  |  |  | — |
Total | $ | 69,632 |  |  |  | 33,881 |  |  |  | 35,751 |  |  |  | — |

| Fair Value Measurements as of December 31, 2022 |
|  |  |  | 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 | $ | 40,089 |  |  |  | 40,089 |  |  |  | — |  |  |  | — |
Available-for-sale debt securities |  | 14,492 |  |  |  | — |  |  |  | 14,492 |  |  |  | — |
Interest rate derivatives |  | 6,575 |  |  |  | — |  |  |  | 6,575 |  |  |  | — |
Total | $ | 61,156 |  |  |  | 40,089 |  |  |  | 21,067 |  |  |  | — |

9. | Equity and Capital

UBP Acquisition

See Note 1 — Acquisition of Urstadt Biddle Properties Inc, for discussion regarding UBP acquisition.

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

Both series of Preferred Stock are non-voting, have no stated maturity and are redeemable for cash at $25.00 per share at the Company's option, except that the Parent Company Series B preferred stock is not redeemable until on or after October 1, 2024. The holders of the Preferred Stock have general preference rights with respect to liquidation and quarterly distributions. Except under certain conditions, holders of the Preferred Stock will not be entitled to vote on most matters. In the event of a cumulative arrearage equal to six quarterly dividends, holders of the Preferred Stock (voting as a single class without regard to series) will have the right to elect two additional members to serve on the Company's Board of Directors until the arrearage has been cured. Upon the occurrence of a Change of Control, as defined in the Company's Articles of Incorporation, the holders of the Preferred

26

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

Stock will have the right to convert all or part of the shares of the Preferred Stock held by such holders on the applicable conversion date into a number of shares of Common Stock.

Dividends Declared

On September 25, 2023, the Board of Directors (the “Board”) of the Company:

•
Declared a dividend on the Series A Preferred Stock, which was paid at a rate of $0.390625 per share on October 31, 2023. The dividend was payable to holders of record of the Series A Preferred Stock as of the close of business on October 16, 2023; and
•
Declared a dividend on the Series B Preferred Stock, which was paid at a rate of $0.367200 per share on October 31, 2023. The dividend was payable to holders of record of the Series B Preferred Stock as of the close of business on October 16, 2023.

On November 2, 2023, the Board:

•
Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on January 31, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on January 16, 2024; and
•
Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on January 31, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on January 16, 2024.

Common Stock of the Parent Company

Dividends Declared

On November 2, 2023, the Board declared a common stock dividend of $0.67 per share, payable on January 3, 2024, to shareholders of record as of December 14, 2023.

At the Market ("ATM") Program

Under the Parent Company's ATM program, as authorized by the Board, the Parent Company may sell up to $500 million of common stock at prices determined by the market at the time of sale. The timing of sales, if any, will be dependent on market conditions and other factors. No sales occurred under the ATM program during 2023. As of September 30, 2023, $500 million of common stock remained available for issuance under this ATM program.

Stock Repurchase Program

The Board has authorized a common stock repurchase program under which the Company may purchase, from time to time, up to a maximum of $250 million of its outstanding common stock through open market purchases, and/or in privately negotiated transactions (referred to as the "Repurchase Program"). The timing and price of stock repurchases, if any will be dependent upon market conditions and other factors. The stock repurchased, if not retired, would be treated as treasury stock. The Board's authorization for this repurchase program will expire on February 7, 2025, unless modified, extended or earlier terminated by the Board.

During the nine months ended September 30, 2023, the Company executed multiple trades to repurchase 349,519 common shares under the Repurchase Program for a total of $20.0 million at a weighted average price of $57.22 per share. All repurchased shares were retired on the respective settlement dates. At September 30, 2023, $230.0 million remained available under the Repurchase Program.

Preferred Units of the Operating Partnership

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

27

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

Common Units of the Operating Partnership

Common Units are issued, or redeemed and retired, for each share of Parent Company stock issued or redeemed, or retired, as described above. During the nine months ended September 30, 2023, the Operating Partnership issued 338,704 exchangeable operating partnership units, valued at $20.0 million, as partial purchase price consideration for the acquisition of a property to be developed. In addition, 3,340 Partnership Units were converted to Parent Company common stock.

10. | Stock-Based Compensation

During the nine months ended September 30, 2023, the Company granted 301,099 shares of restricted stock with a weighted-average grant-date fair value of $68.29 per share. The Company records stock-based compensation expense within General and administrative expenses in the accompanying Consolidated Statements of Operations, and recognizes forfeitures as they occur.

11. | Earnings per Share and Unit

Parent Company Earnings per Share

The following summarizes the calculation of basic and diluted earnings per shar e:

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands, except per share data) |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Numerator: |  |  |  |  |  |  |  |  |  |  |  |
Income attributable to common shareholders - basic |  | $ | 89,076 |  |  |  | 87,578 |  |  | $ | 273,139 |  |  |  | 387,602 |
Income attributable to common shareholders - diluted |  | $ | 89,076 |  |  |  | 87,578 |  |  | $ | 273,139 |  |  |  | 387,602 |
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Weighted average common shares outstanding for basic EPS |  |  | 177,344 |  |  |  | 171,121 |  |  |  | 173,212 |  |  |  | 171,499 |
Weighted average common shares outstanding for diluted EPS (1) |  |  | 178,231 |  |  |  | 171,525 |  |  |  | 173,711 |  |  |  | 171,870 |
Income per common share – basic |  | $ | 0.50 |  |  |  | 0.51 |  |  | $ | 1.58 |  |  |  | 2.26 |
Income per common share – diluted |  | $ | 0.50 |  |  |  | 0.51 |  |  | $ | 1.57 |  |  |  | 2.26 |

(1)
Includes the dilutive impact of unvested restricted stock and assumed conversion of convertible units.

Income attributable to noncontrolling interests of the Operating Partnership has been excluded from the numerator and EOP units have been omitted from the denominator for the purpose of computing diluted earnings per share since the effect of including these amounts in the numerator and denominator would be anti-dilutive. Weighted average EOP units outstanding were 1,080,101 and 741,433 for the three months ended September 30, 2023 and 2022, respectively, and were 909,527 and 750,671 for the nine months ended September 30, 2023 and 2022, respectively.

Operating Partnership Earnings per Unit

The following summarizes the calculation of basic and diluted earnings per uni t ("EPU"):

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands, except per share data) |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Numerator: |  |  |  |  |  |  |  |  |  |  |  |
Income attributable to common unit holders - basic |  | $ | 89,596 |  |  |  | 87,957 |  |  | $ | 274,629 |  |  |  | 389,296 |
Income attributable to common unit holders - diluted |  | $ | 89,596 |  |  |  | 87,957 |  |  | $ | 274,629 |  |  |  | 389,296 |
Denominator: |  |  |  |  |  |  |  |  |  |  |  |
Weighted average common units outstanding for basic EPU |  |  | 178,424 |  |  |  | 171,862 |  |  |  | 174,121 |  |  |  | 172,249 |
Weighted average common units outstanding for diluted EPU (1) |  |  | 179,311 |  |  |  | 172,267 |  |  |  | 174,621 |  |  |  | 172,620 |
Income per common unit – basic |  | $ | 0.50 |  |  |  | 0.51 |  |  | $ | 1.58 |  |  |  | 2.26 |
Income per common unit – diluted |  | $ | 0.50 |  |  |  | 0.51 |  |  | $ | 1.57 |  |  |  | 2.26 |

(1)
Includes the dilutive impact of unvested restricted stock and assumed conversion of convertible units.

28

REGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.

Notes to Unaudited Consolidated Financial Statements

September 30, 2023

12. | Commitments and Contingencies

Litigation

The Company is a party to litigation and is subject to other disputes, in each case 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.

On May 17, 2023, the Company announced its entry into an agreement to acquire UBP and shortly thereafter filed a registration statement (the “Registration Statement”) with the SEC containing a proxy statement/prospectus in connection with obtaining approval of the proposed acquisition by UBP stockholders. As previously disclosed in the Company's Form 10-Q for the second quarter of 2023, a complaint was filed in Connecticut state court in connection with the proposed acquisition by a purported UBP stockholder, which alleged that, in connection with the proposed acquisition, the UBP board of directors breached its fiduciary duties under applicable law and that the Registration Statement failed to disclose allegedly material information. The Complaint also alleged that Regency aided and abetted the alleged breaches of fiduciary duty, and that all defendants engaged in negligent misrepresentation and concealment in connection with the Registration Statement. The complaint sought various remedies, including, among other things, injunctive relief, damages and attorneys’ fees. In addition to the Complaint, certain other purported stockholders of UBP sent demand letters (the “Demands,” and together with the Complaint, the “Matters”) alleging deficiencies and/or omissions regarding the disclosures made in the Registration Statement. The Matters were resolved during the quarter to avoid additional litigation and associated costs. The resolution involved the claimants’ acknowledgment that their claims were mooted by additional information disclosed in a Form 8-K filed by UBP with the SEC on August 8, 2023. In exchange for appropriate releases and the dismissal of the Complaint, we also made payments to the claimants and their attorneys, in the aggregate, totaling an immaterial amount.

Environmental

The Company is subject to numerous environmental laws and regulations. With respect to impact on 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, older 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 contaminants; 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.

Letters of Credit

The Company has the right to issue letters of credit under the Line up to an aggregate amount not to exceed $50.0 million, which reduces the credit availability under the Line. These letters of credit are primarily issued as collateral on behalf of its captive insurance subsidiary and to facilitate the construction of development projects. The Comp any had $9.1 million and $9.4 million in letters of credit outstanding as of September 30, 2023 and December 31, 2022, respectively.

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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 risks and uncertainties.

Our operations are subject to a number of risks and uncertainties including, but not limited to, risk factors described in our Securities and Exchange Commission ("SEC") filings, our Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 Form 10-K") under Item 1A. "Risk Factors" 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 most recent 2022 Form 10-K, subsequent Quarterly Reports on Form 10-Q and our other filings with and submissions to the SEC, including those made in connection with the Company’s acquisition of UBP. 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 otherwise, except as and to the extent required by law.

Non-GAAP Measures

In addition to the required Generally Accepted Accounting Principles ("GAAP") presentations, we use and report certain non-GAAP measures as we believe these measures improve the understanding of our operational results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is that they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects of the Company.

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:

•
Core Operating Earnings is an additional performance measure we use because the computation of Nareit Funds from Operations includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other amounts as they occur. We provide reconciliations of both Net Income Attributable to Common Shareholders to Nareit FFO and Nareit FFO to Core Operating Earnings.
•
Development Completion is a Property in Development that is deemed complete upon the earlier of: (i) 90% of total estimated net development costs have been incurred and percent leased equals or exceeds 95%, or (ii) the property features at least two years of anchor operations. Once deemed complete, the property is termed a Retail Operating Property.

30

•
Fixed Charge Coverage Ratio is defined as Operating EBITDA re divided by the sum of the gross interest and scheduled mortgage principal paid to our lenders.
•
Nareit EBITDAre is a measure of REIT performance, which the National Association of Real Estate Investment Trusts ("Nareit") defines as net income, computed in accordance with GAAP, excluding (i) interest expense, (ii) income tax expense, (iii) depreciation and amortization, (iv) gains on sales of real estate, (v) impairments of real estate, and (vi) adjustments to reflect the Company's share of unconsolidated partnerships and joint ventures.
•
Nareit Funds from Operations ("NAREIT FFO") is a commonly used measure of REIT performance, which Nareit defines as net income, computed in accordance with GAAP, excluding gains on sales and impairments of real estate, net of tax, plus depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. We compute Nareit FFO for all periods presented in accordance with Nareit's definition.

Companies use different depreciable lives and methods, and real estate values historically fluctuate with market conditions. Since Nareit FFO excludes depreciation and amortization and gains on sale and impairments of real estate, it provides a performance measure that, when compared year over year, reflects the impact on operations from trends in percent leased, rental rates, operating costs, acquisition and development activities, and financing costs. This provides a perspective of our financial performance not immediately apparent from net income determined in accordance with GAAP. Thus, Nareit FFO is a supplemental non-GAAP financial measure of our operating performance, which does not represent cash generated from operating activities in accordance with GAAP; and, therefore, should not be considered a substitute measure of cash flows from operations. We provide a reconciliation of Net Income Attributable to Common Shareholders to Nareit FFO.

•
Net Operating Income ("NOI") is the sum of base rent, percentage rent, recoveries from tenants, other lease income, and other property income, less operating and maintenance expenses, real estate taxes, ground rent, and uncollectible lease income. NOI excludes straight-line rental income and expense, above and below market rent and ground rent amortization, tenant lease inducement amortization, and other fees. We also provide disclosure of NOI excluding termination fees, which excludes both termination fee income and expenses.
•
A Non-Same Property is any property, during either calendar year period being compared, that was acquired, sold, a Property in Development, a Development Completion, or a property under, or being positioned for, significant redevelopment that distorts comparability between periods. Non-retail properties and corporate activities, including the captive insurance program, are part of Non-Same Property.
•
Operating EBITDAre begins with Nareit EBITDA re and excludes certain non-cash components of earnings derived from straight-line rents and above and below market rent amortization. We provide a reconciliation of Net income to Nareit EBITDA re to Operating EBITDA re.
•
Pro-rata information includes 100% of our consolidated properties plus our economic share (based on our ownership interest) in our unconsolidated real estate investment partnerships.

We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of assets, liabilities, operating results, and other metrics, along with certain other non-GAAP measures, makes comparisons of our operating results to those of other REITs more meaningful. The Pro-rata information provided is not, nor is it intended to be, presented in accordance with GAAP. The Pro-rata supplemental details of assets and liabilities and supplemental details of operations reflect our proportionate economic ownership of the assets, liabilities, and operating results of the properties in our portfolio.

The Pro-rata information is prepared on a basis consistent with the comparable consolidated amounts and is intended to more accurately reflect our proportionate economic interest in the assets, liabilities, and operating results of properties in our portfolio. We do not control the unconsolidated 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.

31

The presentation of Pro-rata information has limitations which include, but are not limited to, the following:

o
The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and
o
Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information.

Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement.

•
Property In Development includes properties in various stages of ground-up development.
•
Property In Redevelopment includes Retail Operating Properties under redevelopment or being positioned for redevelopment. Unless otherwise indicated, a Property in Redevelopment is included in the Same Property pool.
•
Redevelopment Completion is a Property in Redevelopment that is deemed complete upon the earlier of: (i) 90% of total estimated project costs have been incurred and percent leased equals or exceeds 95% for the Company owned GLA related to the project, or (ii) the property features at least two years of anchor operations, if applicable.
•
Retail Operating Property is any retail property not termed a Property in Development. A retail property is any property where the majority of the income is generated from retail uses.
•
Same Property is a Retail Operating Property that was owned and operated for the entirety of both calendar year periods being compared. This term excludes Properties in Development, prior year Development Completions, and Non-Same Properties. Properties in Redevelopment are included unless otherwise indicated.

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, 2023, the Parent Company owned approximately 99.4% 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 shopping centers located in suburban trade areas with compelling demographics. As of September 30, 2023, we had full or partial ownership interests in 481 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 56.7 million square feet ("SF") of gross leasable area ("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 to their neighborhoods, communities, and customers.

Our values:

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

32

Our goals are to:

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

Risks and Uncertainties

Refer to Item 1, Note 1 to Unaudited Consolidated Financial Statements.

Please also refer to the Risk Factors discussed in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022, and the Risk Factors described in Part II, Item 1A the Form 10-Q reports filed for the quarters ended March 31 and June 30, 2023, respectively, and this Form 10-Q. In addition, please also refer to the risk factors discussed in connection with the Company’s acquisition of UBP, including, without limitation, those described in Amendment No. 1 to the Company’s Form S-4 Registration Statement, which was filed with the SEC on July 10, 2023.

Executing on our Strategy

During the nine months ended September 30, 2023, we had Net income attributable to common shareholders of $273.1 million as compared to $387.6 million during the nine months ended September 30, 2022, which included gains on sale of real estate of $106.5 million.

During the nine months ended September 30, 2023:

•
We completed the acquisition of UBP in an all-stock transaction. As part of the transaction, we acquired 74 properties, growing our portfolio of high-quality, grocery-anchored shopping centers in premier suburban trade areas that benefit from compelling demographics.
•
Our Pro-rata same property NOI, excluding termination fees, grew 2.0%, as compared to the nine months ended September 30, 2022, primarily attributable to improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on comparable new and renewal leases.
•
We executed 1,310 new and renewal leasing transactions representing 4.8 million Pro-rata SF with positive rent spreads of 9.2% during the nine months ended September 30, 2023, compared to 1,474 leasing transactions representing 5.6 million Pro-rata SF with positive rent spreads of 7.5% during the nine months ended September 30, 2022. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months.
•
At September 30, 2023, December 31, 2022, and September 30, 2022 our total property portfolio was 94.6%, 94.8%, and 94.6% leased, respectively. At September 30, 2023, December 31, 2022, and September 30, 2022 our Same Property portfolio was 95.4%, 95.1%, and 94.7% leased, respectively.

33

We continued our development and redevelopment of high quality shopping centers:

•
Estimated Pro-rata project costs of our current in process development and redevelopment projects total $440.0 million at September 30, 2023, compared to $300.9 million at December 31, 2022, as further discussed within Liquidity and Capital Resources.
•
Development and redevelopment projects completed during 2023 represent $74.0 million of estimated net project cost, with an average stabilized yield of 8.2%.

We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities:

•
We have no unsecured debt maturities until June 2024 and a manageable level of secured mortgage maturities during the next 12 months, including mortgages within our real estate partnerships. At September 30, 2023, we had $1.2 billion available on the Line.
•
At September 30, 2023, our Pro-rata net debt and Preferred Stock-to-operating EBITDA re ratio on a trailing 12 month basis was 5.5x compared to 5.0x at December 31, 2022.

UBP Acquisition

On August 18, 2023, we completed the acquisition of UBP which was structured as multiple mergers. Under the terms of the merger agreement, each share of Urstadt Biddle common stock, and Urstadt Biddle Class A common stock was converted into 0.347 of a share of common stock of the Parent Company. Additionally, each share of UBP’s 6.25% Series H Cumulative Redeemable Preferred Stock and 5.875% Series K Cumulative Redeemable Preferred Stock was converted into one share of Parent Company Series A preferred stock and Parent Company Series B preferred stock, respectively.

The following table provides the components that make up the total purchase price for the UBP acquisition:

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

As part of the acquisition, Regency acquired 74 properties, all considered Non-Same Property, representing 5.3 million square feet of GLA, including 10 properties held through real estate partnerships. The consolidated results of operations of UBP are included in the consolidated financial statements from the closing date, August 18, 2023 through September 30, 2023.

Property Portfolio

The following table summarizes general information related to the consolidated properties in our portfolio:

(GLA in thousands) | September 30, 2023 |  |  | December 31, 2022 |
Number of Properties | 379 |  |  | 308 |
GLA |  | 43,559 |  |  |  | 38,834 |
% Leased – Operating and Development |  | 94.6 | % |  |  | 94.8 | %
% Leased – Operating |  | 94.9 | % |  |  | 94.9 | %
Weighted average annual effective rent per square foot ("PSF"), net of tenant concessions. | $24.55 |  |  | $23.95 |

34

The following table summarizes general information related to the unconsolidated properties owned in real estate partnerships in our portfolio:

(GLA in thousands) | September 30, 2023 |  |  | December 31, 2022 |
Number of Properties | 102 |  |  | 96 |
GLA |  | 13,176 |  |  |  | 12,311 |
% Leased – Operating and Development |  | 95.4 | % |  |  | 94.8 | %
% Leased –Operating |  | 95.4 | % |  |  | 94.8 | %
Weighted average annual effective rent PSF, net of tenant concessions | $23.85 |  |  | $23.15 |

The following table summarizes Pro-rata occupancy rates of our combined consolidated and unconsolidated shopping center portfolio:

| September 30, 2023 |  |  | December 31, 2022 |
Percent Leased – All Properties |  | 94.6 | % |  |  | 94.8 | %
Anchor Space (spaces ≥ 10,000 SF) |  | 96.0 | % |  |  | 96.8 | %
Shop Space (spaces < 10,000 SF) |  | 92.3 | % |  |  | 91.5 | %

The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships which, for the period ended September 30, 2023, include amounts for leasing activity of properties acquired from UBP beginning August 18, 2023 (totals as a weighted average PSF):

|  | Nine months ended September 30, 2023 |
|  | Leasing Transactions |  |  | SF (in thousands) |  |  | Base Rent PSF |  |  | Tenant Allowance and Landlord Work PSF |  |  | Leasing Commissions PSF |
Anchor Space Leases |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
New |  |  | 23 |  |  |  | 513 |  |  | $ | 19.96 |  |  | $ | 46.57 |  |  | $ | 4.33 |
Renewal |  |  | 79 |  |  |  | 2,090 |  |  |  | 16.90 |  |  |  | 0.45 |  |  |  | 0.10 |
Total Anchor Space Leases |  |  | 102 |  |  |  | 2,603 |  |  | $ | 17.50 |  |  | $ | 9.54 |  |  | $ | 0.93 |
Shop Space Leases |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
New |  |  | 417 |  |  |  | 830 |  |  | $ | 37.83 |  |  | $ | 38.90 |  |  | $ | 12.13 |
Renewal |  |  | 791 |  |  |  | 1,386 |  |  |  | 37.37 |  |  |  | 1.49 |  |  |  | 0.64 |
Total Shop Space Leases |  |  | 1,208 |  |  |  | 2,216 |  |  | $ | 37.54 |  |  | $ | 15.50 |  |  | $ | 4.94 |
Total Leases |  |  | 1,310 |  |  |  | 4,819 |  |  | $ | 26.71 |  |  | $ | 12.28 |  |  | $ | 2.78 |

|  | Nine months ended September 30, 2022 |
|  | Leasing Transactions |  |  | SF (in thousands) |  |  | Base Rent PSF |  |  | Tenant Allowance and Landlord Work PSF |  |  | Leasing Commissions PSF |
Anchor Space Leases |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
New |  |  | 17 |  |  |  | 498 |  |  | $ | 14.74 |  |  | $ | 15.12 |  |  | $ | 5.57 |
Renewal |  |  | 88 |  |  |  | 2,592 |  |  |  | 16.39 |  |  |  | 0.87 |  |  |  | 0.17 |
Total Anchor Space Leases |  |  | 105 |  |  |  | 3,090 |  |  | $ | 16.12 |  |  | $ | 3.17 |  |  | $ | 1.04 |
Shop Space Leases |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
New |  |  | 419 |  |  |  | 802 |  |  | $ | 37.62 |  |  | $ | 36.41 |  |  | $ | 11.93 |
Renewal |  |  | 950 |  |  |  | 1,737 |  |  |  | 35.98 |  |  |  | 1.69 |  |  |  | 0.89 |
Total Shop Space Leases |  |  | 1,369 |  |  |  | 2,539 |  |  | $ | 36.50 |  |  | $ | 12.66 |  |  | $ | 4.37 |
Total Leases |  |  | 1,474 |  |  |  | 5,629 |  |  | $ | 25.31 |  |  | $ | 7.45 |  |  | $ | 2.55 |

The weighted-average base rent on signed Shop Space leases during 2023 was $37.54 PSF, which is higher than the $34.89 PSF weighted average annual base rent of all Shop Space leases due to expire during the next 12 months. New and renewal rent spreads, compared to prior rents on these same spaces leased, were positive at 9.2% for the nine months ended September 30, 2023, compared to 7.5% for the nine months ended September 30, 2022.

35

The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be influenced by current economic challenges, which increase their cost of doing business, including, but not limited to, inflation, the cost and availability of labor, increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical risks, including the current wars in Ukraine, and involving Israel and Gaza, create challenges that may exacerbate current market conditions in the United States. The policies implemented by the U.S. government to address these issues, including raising interest rates, could result in adverse impacts on the U.S. economy, including a slowing of growth and potentially a recession, thereby impacting consumer spending, tenants' businesses, and/or decreasing future demand for space in shopping centers.

These economic conditions could adversely impact our volume of leasing activity, leasing spreads, and financial results generally, as well as adversely affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in downward pressure on rents that we are able to charge to new or renewing tenants, such that future new and renewal rent spreads could be adversely impacted as tenants look to manage total occupancy costs. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may continue to increase and supply and availability of both may become more limited.

Significant Tenants and Concentrations of Risk

We seek to reduce our operating and leasing risks through geographic diversification of our properties and by avoiding 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, 2023
Tenant |  | Number of Stores |  |  | Percentage of Company- owned GLA (1) |  | Percentage of Annual Base Rent (1)
Publix |  |  | 68 |  |  | 6.5% |  | 3.0%
Albertsons Companies, Inc. |  |  | 52 |  |  | 4.7% |  | 2.9%
Kroger Co. |  |  | 52 |  |  | 6.4% |  | 2.7%
Amazon/Whole Foods |  |  | 39 |  |  | 2.8% |  | 2.7%
TJX Companies, Inc. |  |  | 70 |  |  | 3.6% |  | 2.7%

(1)
Includes Regency's Pro-rata share of unconsolidated properties and excludes those owned by anchors.

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 these potential impacts through maintaining a high quality portfolio, diversifying our tenant mix, replacing less successful tenants with stronger operators, anchoring our centers with market leading grocery stores that drive customer traffic, and maintaining a presence in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations.

Although base rent is derived from long-term lease contracts, tenants that file 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, 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 bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.6% of our Pro-rata annual base rent, including 0.5% of our Pro-rata annual base rent related to Rite Aid.

36

Results from Operations

Results from operations for the three and nine months ended September 30, 2023, include the results of our acquisition of UBP from August 18, 2023.

Comparison of the three months ended September 30, 2023 and 2022:

Our revenues changed as summarized in the following table:

|  | Three months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Lease income |  |  |  |  |  |  |  |  |
Base rent |  | $ | 227,347 |  |  |  | 207,555 |  |  |  | 19,792 |
Recoveries from tenants |  |  | 76,973 |  |  |  | 69,376 |  |  |  | 7,597 |
Percentage rent |  |  | 1,868 |  |  |  | 1,884 |  |  |  | (16 | )
Uncollectible lease income |  |  | (636 | ) |  |  | 1,110 |  |  |  | (1,746 | )
Other lease income |  |  | 4,558 |  |  |  | 3,426 |  |  |  | 1,132 |
Straight-line rent |  |  | 2,693 |  |  |  | 6,921 |  |  |  | (4,228 | )
Above / below market rent amortization |  |  | 8,118 |  |  |  | 5,484 |  |  |  | 2,634 |
Total lease income |  | $ | 320,921 |  |  |  | 295,756 |  |  |  | 25,165 |
Other property income |  |  | 2,638 |  |  |  | 2,466 |  |  |  | 172 |
Management, transaction, and other fees |  |  | 7,079 |  |  |  | 5,767 |  |  |  | 1,312 |
Total revenues |  | $ | 330,638 |  |  |  | 303,989 |  |  |  | 26,649 |

Lease income increased by $25.2 million, on a net basis, primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

•
$19.8 million increase from billable Base rent, as follows:
o
$11.8 million increase from acquisition of UBP;
o
$6.5 million net increase from same properties, including a $3.2 million increase related to redevelopment projects and a $3.3 million net increase in the remaining same properties due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases;
o
$0.7 million increase from rent commencing at development properties; and
o
$0.8 million increase from acquisitions of other operating properties.
•
$7.6 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased as follows:
o
$3.8 million from the acquisition of UBP; and
o
$3.8 million primarily from same properties due to higher operating costs in the current year and increased recovery rates.
•
$1.7 million net change in Uncollectible lease income. While we continue to see improvements in our collection rates and therefore lower uncollectible lease income, our offsetting recovery from the collections of COVID-19 related reserves have been lower than our 2022 experience resulting in a negative change in Uncollectible lease income year over year.
•
$1.1 million increase in Other lease income primarily due to the UBP acquisition and an increase in lease termination fees within our same properties.
•
$4.2 million decrease in Straight-line rent due to higher 2022 levels of reinstating straight-line rents from former cash basis tenants upon returning to accrual basis.
•
$2.6 million increase in Above and below market rent primarily driven by an accelerated write off for an early tenant move-out.

37

Management, transaction, and other fees increased $1.3 million due to other income related to the UBP acquisition and increased property management and development fees from our real estate partnerships.

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

|  | Three months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Depreciation and amortization |  | $ | 87,505 |  |  |  | 80,270 |  |  |  | 7,235 |
Property operating expense |  |  | 59,227 |  |  |  | 49,577 |  |  |  | 9,650 |
Real estate taxes |  |  | 40,171 |  |  |  | 37,926 |  |  |  | 2,245 |
General and administrative |  |  | 20,903 |  |  |  | 20,273 |  |  |  | 630 |
Other operating expenses |  |  | 3,533 |  |  |  | 949 |  |  |  | 2,584 |
Total operating expenses |  | $ | 211,339 |  |  |  | 188,995 |  |  |  | 22,344 |

Depreciation and amortization costs increased by $7.2 million, as follows:

•
$5.4 million increase from acquisition of UBP;
•
$0.6 million increase from acquisitions of other operating properties; and
•
$1.2 million increase from same properties, primarily attributable to redevelopment projects becoming available for occupancy and starting to depreciate.

Property operating expense increased $9.7 million, as follows:

•
$5.7 million increase from same properties primarily attributable to an increase in recoverable common area and tenant related costs.
•
$1.9 million increase from acquisition of UBP;
•
$0.4 million increase from development properties; and
•
$1.7 million increase primarily from $1.3 million of insurance claims expense within our captive insurance company related to hail damage at two of our operating properties.

Real estate taxes increased $2.2 million, on a net basis, as follows:

•
$2.8 million increase from acquisition of UBP;
•
$0.4 million increase primarily from acquisitions of operating properties; partially offset by
•
$1.0 million net decrease from same properties primarily due to favorable real estate tax appeals during the period.

General and administrative costs increased $0.6 million on a net basis, as follows:

•
$1.9 million net increase in compensation costs primarily driven by salary increases and performance based incentive compensation; partially offset by
•
$1.3 million net decrease primarily related to development overhead capitalization based on the timing and progress of our development and redevelopment projects.

Other operating expenses increased $2.6 million attributable to an increase primarily attributable to $1.5 million of transition costs related to the acquisition of UBP, and increase in development pursuit costs and other professional services.

38

The following table presents the components of other expense (income):

|  | Three months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Interest expense, net |  |  |  |  |  |  |  |  |
Interest on notes payable |  | $ | 39,000 |  |  |  | 37,187 |  |  |  | 1,813 |
Interest on unsecured credit facilities |  |  | 1,574 |  |  |  | 524 |  |  |  | 1,050 |
Capitalized interest |  |  | (1,492 | ) |  |  | (1,171 | ) |  |  | (321 | )
Hedge expense |  |  | 109 |  |  |  | 109 |  |  |  | — |
Interest income |  |  | (384 | ) |  |  | (288 | ) |  |  | (96 | )
Interest expense, net |  | $ | 38,807 |  |  |  | 36,361 |  |  |  | 2,446 |
Gain on sale of real estate, net of tax |  |  | (184 | ) |  |  | (220 | ) |  |  | 36 |
Net investment loss |  |  | 1,020 |  |  |  | 1,215 |  |  |  | (195 | )
Total other expense (income) |  | $ | 39,643 |  |  |  | 37,356 |  |  |  | 2,287 |

Interest expense increased $2.4 million primarily due to the following:

•
$1.8 million increase related to the loans assumed with the UBP acquisition;
•
$1.1 million increase driven by higher average balances on our unsecured credit facility.

Our equity in income of investments in real estate partnerships changed as follows:

|  |  |  | Three months ended September 30, |  |  |  |
(in thousands) |  | Regency's Ownership |  | 2023 |  |  | 2022 |  |  | Change |
GRI - Regency, LLC (GRIR) |  | 40.00% |  | $ | 8,877 |  |  |  | 8,876 |  |  |  | 1 |
New York Common Retirement Fund (NYC) (1) |  | 30.00% |  |  | 43 |  |  |  | (49 | ) |  |  | 92 |
Columbia Regency Retail Partners, LLC (Columbia I) |  | 20.00% |  |  | 339 |  |  |  | 452 |  |  |  | (113 | )
Columbia Regency Partners II, LLC (Columbia II) |  | 20.00% |  |  | 387 |  |  |  | 388 |  |  |  | (1 | )
Columbia Village District, LLC |  | 30.00% |  |  | 983 |  |  |  | 454 |  |  |  | 529 |
RegCal, LLC (RegCal) (2) |  | 25.00% |  |  | 127 |  |  |  | 124 |  |  |  | 3 |
Other investments in real estate partnerships |  | 11.80% - 66.67% |  |  | 1,761 |  |  |  | 964 |  |  |  | 797 |
Total equity in income of investments in real estate partnerships |  | $ | 12,517 |  |  |  | 11,209 |  |  |  | 1,308 |

(1)
On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to its members. Dissolution will follow final distributions, which are expected in the fourth quarter of 2023.
(2)
On April 1, 2022, we acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase price of $88.5 million; therefore, results following the date of acquisition are included in consolidated results. A single operating property remains within RegCal, LLC, at September 30, 2023.
•
The $1.3 million increase in our equity in income of investments in real estate partnerships is largely attributable to the $0.8 million increase within Other investments in real estate partnerships, primarily related to:
o
$0.2 million increase from new partnerships related to the acquisition of UBP;
o
$0.4 million increase in lease income at a single property partnership under redevelopment.

The following represents the remaining components that comprised net income attributable to common stockholders and unit holders:

|  | Three months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Net income |  | $ | 92,173 |  |  |  | 88,847 |  |  |  | 3,326 |
Income attributable to noncontrolling interests |  |  | (1,453 | ) |  |  | (1,269 | ) |  |  | (184 | )
Net income attributable to the Company |  |  | 90,720 |  |  |  | 87,578 |  |  |  | 3,142 |
Preferred stock dividends |  |  | (1,644 | ) |  |  | — |  |  |  | (1,644 | )
Net income attributable to common shareholders |  | $ | 89,076 |  |  | $ | 87,578 |  |  | $ | 1,498 |
Net income attributable to exchangeable operating partnership units |  |  | (520 | ) |  |  | (379 | ) |  |  | (141 | )
Net income attributable to common unit holders |  | $ | 89,596 |  |  |  | 87,957 |  |  |  | 1,639 |

39

Results from Operations

Comparison of the nine months ended September 30, 2023 and 2022:

Our revenues changed as summarized in the following table:

|  | Nine months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Lease income |  |  |  |  |  |  |  |  |
Base rent |  | $ | 654,254 |  |  |  | 611,160 |  |  |  | 43,094 |
Recoveries from tenants |  |  | 222,947 |  |  |  | 205,614 |  |  |  | 17,333 |
Percentage rent |  |  | 10,278 |  |  |  | 7,583 |  |  |  | 2,695 |
Uncollectible lease income |  |  | 958 |  |  |  | 12,156 |  |  |  | (11,198 | )
Other lease income |  |  | 14,840 |  |  |  | 10,561 |  |  |  | 4,279 |
Straight-line rent |  |  | 8,169 |  |  |  | 18,405 |  |  |  | (10,236 | )
Above / below market rent amortization |  |  | 22,734 |  |  |  | 16,786 |  |  |  | 5,948 |
Total lease income |  | $ | 934,180 |  |  |  | 882,265 |  |  |  | 51,915 |
Other property income |  |  | 8,459 |  |  |  | 8,290 |  |  |  | 169 |
Management, transaction, and other fees |  |  | 20,223 |  |  |  | 18,950 |  |  |  | 1,273 |
Total revenues |  | $ | 962,862 |  |  |  | 909,505 |  |  |  | 53,357 |

Total lease income increased $51.9 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements:

•
$43.1 million increase from billable Base rent, as follows:
o
$11.8 million increase from acquisition of UBP;
o
$2.1 million increase from rent commencing at development properties;
o
$3.7 million increase from acquisitions of other operating properties in 2023 and 2022; and
o
$25.5 million net increase from same properties, including:
▪
$15.3 million net increase due to increases from occupancy, rent steps in existing leases, and positive rental spreads on new and renewal leases;
▪
$2.1 million increase related to our acquisition and resulting consolidation of four properties previously held in an unconsolidated real estate partnership during 2022; and
▪
$8.1 million increase due to redevelopment projects completing and operating.
•
$17.3 million increase from contractual Recoveries from tenants, which represents the tenants' proportionate share of the operating, maintenance, insurance, and real estate tax expenses that we incur to operate our shopping centers. Recoveries from tenants increased, on a net basis, from the following:
o
$3.8 million increase from acquisition of UBP;
o
$1.1 million increase from rents commencing at development properties and the acquisition of other operating properties in 2022 and 2023; and
o
$12.4 million net increase from same properties primarily due to higher operating costs in the current year and improved recovery rates.
•
$2.7 million increase in Percentage rent due to increases in tenant sales.
•
$11.2 million decrease from changes in Uncollectible lease income. While we continue to see improvements in our collection rates and therefor lower uncollectible lease income, our offsetting recovery from the collections of COVID-19 related reserves have been lower than our 2022 experience resulting in a net negative change from Uncollectible lease income year over year.

40

•
$4.3 million increase in Other lease income primarily due to an increase in lease termination fees.
•
$10.2 million decrease in Straight-line rent due to higher 2022 levels of reinstating straight-line rents from former cash basis tenants upon returning to accrual basis.
•
$5.9 million increase in Above and below market rent primarily driven by accelerated write offs for early tenant move-outs.

Management, transaction, and other fees increased $1.3 million primarily due to other income related to the UBP acquisition and increased property management and development fees from our real estate partnerships.

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

|  | Nine months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Depreciation and amortization |  | $ | 253,373 |  |  |  | 237,462 |  |  |  | 15,911 |
Property operating expense |  |  | 164,643 |  |  |  | 143,788 |  |  |  | 20,855 |
Real estate taxes |  |  | 117,157 |  |  |  | 111,495 |  |  |  | 5,662 |
General and administrative |  |  | 71,248 |  |  |  | 56,710 |  |  |  | 14,538 |
Other operating expenses |  |  | 4,718 |  |  |  | 3,739 |  |  |  | 979 |
Total operating expenses |  | $ | 611,139 |  |  |  | 553,194 |  |  |  | 57,945 |

Depreciation and amortization costs increased $15.9 million, as follows:

•
$7.6 million increase from same properties, primarily driven by redevelopment projects;
•
$5.3 million increase from acquisition of UBP;
•
$2.5 million increase from acquisitions of operating properties; and
•
$0.5 million increase from development properties where becoming available for occupancy.

Property operating expense increased $20.9 million, on a net basis, as follows:

•
$1.9 million increase from acquisition of UBP;
•
$0.9 million increase from development properties;
•
$2.9 million increase from higher claims expense in our captive insurance company;
•
$1.4 million related to acquisitions of other operating properties; and
•
$13.8 million increase from same properties primarily attributable to an increase in recoverable common area and tenant related costs.

Real estate taxes increased $5.7 million, on a net basis, mainly due to the following:

•
$2.8 million increase from acquisition of UBP;
•
$1.3 million increase from acquisitions of other operating properties and developments where capitalization ceased and spaces became available for occupancy; and
•
$1.6 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio.

General and administrative costs increased $14.5 million, on a net basis, mainly due to the following:

•
$10.2 million net increase due to changes in the value of participant obligations within the deferred compensation plan, attributable to changes in market values of those investments, reflected within Net investment income;
•
$1.2 million net increase driven by higher professional fees and travel related costs;
•
$3.6 million net increase in compensation costs primarily driven by salary increases, fewer vacant positions and performance based incentive compensation; partially offset by

41

•
$0.5 million decrease due to lower development overhead capitalization based on the timing and progress of our development and redevelopment projects.

Other operating expenses increased $1.0 million, primarily due to due to $1.5 million increase for transition costs related to the acquisition of UBP.

The following table presents the components of Other expense (income):

|  | Nine months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Interest expense, net |  |  |  |  |  |  |  |  |
Interest on notes payable |  | $ | 113,087 |  |  |  | 111,547 |  |  |  | 1,540 |
Interest on unsecured credit facilities |  |  | 3,903 |  |  |  | 1,500 |  |  |  | 2,403 |
Capitalized interest |  |  | (4,026 | ) |  |  | (2,985 | ) |  |  | (1,041 | )
Hedge expense |  |  | 328 |  |  |  | 328 |  |  |  | — |
Interest income |  |  | (1,136 | ) |  |  | (592 | ) |  |  | (544 | )
Interest expense, net |  | $ | 112,156 |  |  |  | 109,798 |  |  |  | 2,358 |
Gain on sale of real estate, net of tax |  |  | (515 | ) |  |  | (106,459 | ) |  |  | 105,944 |
Net investment (income) loss |  |  | (2,449 | ) |  |  | 9,177 |  |  |  | (11,626 | )
Total other expense (income) |  | $ | 109,192 |  |  |  | 12,516 |  |  |  | 96,676 |

Interest expense increased $2.4 million primarily due to the following:

•
$1.5 million increase primarily related to loans assumed with the UBP acquisition;
•
$2.4 million increase driven by higher average balances on our unsecured credit facility; partially offset by
•
$1.5 million decrease from higher capitalization of interest due to timing of development spend and higher interest income.

During the nine months ended September 30, 2023, we recognized gains on sale of $0.5 million from two land parcels. During the nine months ended September 30, 2022, we recognized gains on sale of $106.5 million from one operating property and four land parcels.

Net investment income increased $11.6 million primarily driven by $10.1 million gains on investments held in the non-qualified deferred compensation plan which have an offsetting expense in General and administrative costs noted above and $1.5 million gains on investments held in our captive insurance company.

Total equity in income of investments in real estate partnerships changed as follows:

|  |  |  | Nine months ended September 30, |  |  |  |
(in thousands) |  | Regency's Ownership |  | 2023 |  |  | 2022 |  |  | Change |
GRI - Regency, LLC (GRIR) |  | 40.00% |  | $ | 27,118 |  |  |  | 27,280 |  |  |  | (162 | )
New York Common Retirement Fund (NYC) (1) |  | 30.00% |  |  | 68 |  |  |  | 9,162 |  |  |  | (9,094 | )
Columbia Regency Retail Partners, LLC (Columbia I) |  | 20.00% |  |  | 1,217 |  |  |  | 1,396 |  |  |  | (179 | )
Columbia Regency Partners II, LLC (Columbia II) |  | 20.00% |  |  | 1,300 |  |  |  | 1,307 |  |  |  | (7 | )
Columbia Village District, LLC |  | 30.00% |  |  | 1,740 |  |  |  | 1,154 |  |  |  | 586 |
RegCal, LLC (RegCal) (2) |  | 25.00% |  |  | 369 |  |  |  | 4,374 |  |  |  | (4,005 | )
Other investments in real estate partnerships |  | 11.80% - 66.67% |  |  | 4,490 |  |  |  | 3,182 |  |  |  | 1,308 |
Total equity in income of investments in real estate partnerships |  |  |  | $ | 36,302 |  |  |  | 47,855 |  |  |  | (11,553 | )

(1)
On May 25, 2022, the NYC partnership sold its remaining two properties and distributed sales proceeds to its members. Dissolution will follow final distributions, which are expected in the fourth quarter of 2023.
(2)
On April 1, 2022, we acquired our partner's 75% share in four properties held in the RegCal partnership for a total purchase price of $88.5 million; therefore, results following the date of acquisition are included in consolidated results. A single operating property remains within RegCal, LLC, at September 30, 2023.

42

The $11.6 million decrease, on a net basis, in our equity in income of investments in real estate partnerships is largely attributable to the following changes:

•
$9.1 million decrease within NYC, primarily due to gains on the sale of two operating properties during 2022;
•
$4.0 million decrease within RegCal, primarily due to gain on sale of one operating property during 2022; partially offset by
•
$1.3 million increase within Other investments in real estate partnerships, primarily related to increases in lease income at a single property partnership under redevelopment.

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

|  | Nine months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Net income |  | $ | 278,833 |  |  |  | 391,650 |  |  |  | (112,817 | )
Income attributable to noncontrolling interests |  |  | (4,050 | ) |  |  | (4,048 | ) |  |  | (2 | )
Net income attributable to the Company |  |  | 274,783 |  |  |  | 387,602 |  |  |  | (112,819 | )
Preferred stock dividends |  |  | (1,644 | ) |  |  | — |  |  |  | (1,644 | )
Net income attributable to common shareholders |  | $ | 273,139 |  |  | $ | 387,602 |  |  | $ | (114,463 | )
Net income attributable to exchangeable operating partnership units |  |  | (1,490 | ) |  |  | (1,694 | ) |  |  | 204 |
Net income attributable to common unit holders |  | $ | 274,629 |  |  |  | 389,296 |  |  |  | (114,667 | )

Supplemental Earnings Information

We use certain non-GAAP measures, in addition to certain performance metrics determined under GAAP, as we believe these measures improve the understanding of the our operating results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP measures could change. See "Non-GAAP Measures" at the beginning of this Management's Discussion and Analysis.

We do not consider non-GAAP measures an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to shareholders. The principal limitation of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP 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.

43

Pro-Rata Same Property NOI:

Pro-rata same property NOI, excluding termination fees/expenses, changed as follows:

|  | Three months ended September 30, |  |  |  |  |  | Nine months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |  |  | 2023 |  |  | 2022 |  |  | Change |
Base rent |  | $ | 235,876 |  |  |  | 228,761 |  |  |  | 7,115 |  |  | $ | 702,995 |  |  |  | 677,917 |  |  |  | 25,078 |
Recoveries from tenants |  |  | 80,327 |  |  |  | 75,942 |  |  |  | 4,385 |  |  |  | 240,872 |  |  |  | 227,497 |  |  |  | 13,375 |
Percentage rent |  |  | 2,208 |  |  |  | 2,244 |  |  |  | (36 | ) |  |  | 11,600 |  |  |  | 8,774 |  |  |  | 2,826 |
Termination fees |  |  | 1,037 |  |  |  | 902 |  |  |  | 135 |  |  |  | 6,407 |  |  |  | 3,790 |  |  |  | 2,617 |
Uncollectible lease income |  |  | (392 | ) |  |  | 1,214 |  |  |  | (1,606 | ) |  |  | 1,113 |  |  |  | 13,105 |  |  |  | (11,992 | )
Other lease income |  |  | 3,276 |  |  |  | 3,081 |  |  |  | 195 |  |  |  | 9,056 |  |  |  | 8,606 |  |  |  | 450 |
Other property income |  |  | 2,023 |  |  |  | 1,930 |  |  |  | 93 |  |  |  | 6,803 |  |  |  | 6,680 |  |  |  | 123 |
Total real estate revenue |  |  | 324,355 |  |  |  | 314,074 |  |  |  | 10,281 |  |  |  | 978,846 |  |  |  | 946,369 |  |  |  | 32,477 |
Operating and maintenance |  |  | 55,747 |  |  |  | 49,544 |  |  |  | 6,203 |  |  |  | 162,586 |  |  |  | 147,725 |  |  |  | 14,861 |
Real estate taxes |  |  | 40,695 |  |  |  | 41,543 |  |  |  | (848 | ) |  |  | 124,100 |  |  |  | 122,900 |  |  |  | 1,200 |
Ground rent |  |  | 3,153 |  |  |  | 2,991 |  |  |  | 162 |  |  |  | 9,125 |  |  |  | 8,856 |  |  |  | 269 |
Total real estate operating expenses |  |  | 99,595 |  |  |  | 94,078 |  |  |  | 5,517 |  |  |  | 295,811 |  |  |  | 279,481 |  |  |  | 16,330 |
Pro-rata same property NOI |  | $ | 224,760 |  |  |  | 219,996 |  |  |  | 4,764 |  |  | $ | 683,035 |  |  |  | 666,888 |  |  |  | 16,147 |
Less: Termination fees |  |  | 1,037 |  |  |  | 902 |  |  |  | 135 |  |  |  | 6,407 |  |  |  | 3,790 |  |  |  | 2,617 |
Pro-rata same property NOI, excluding termination fees |  | $ | 223,723 |  |  |  | 219,094 |  |  |  | 4,629 |  |  | $ | 676,628 |  |  |  | 663,098 |  |  |  | 13,530 |
Pro-rata same property NOI growth, excluding termination fees |  |  |  |  |  |  |  |  | 2.1 | % |  |  |  |  |  |  |  |  | 2.0 | %

Real estate revenue increased $10.3 million and $32.5 million, on a net basis, during the three and nine months ended September 30, 2023 and 2022, respectively, as follows:

Base rent increased $7.1 million and $25.1 million during the three and nine months ended September 30, 2023, respectively, due to rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating.

Recoveries from tenants increased $4.4 million and $13.4 million during the three and nine months ended September 30, 2023, respectively, due to increases in recoverable expenses.

Percentage rent increased $2.8 million during the nine months ended September 30, 2023, due to increases in tenant sales.

Termination fees increased $2.6 million during the nine months ended September 30, 2023, driven by two anchor terminations that were recognized in 2023.

Uncollectible lease income decreased $1.6 million and $12.0 million during the three and nine months ended September 30, 2023, respectively, primarily driven by the 2022 collection of previously reserved amounts, which have continued to be favorable in 2023, but to a lesser degree.

Total real estate operating expense increased $5.5 million and $16.3 million, on a net basis, during the three and nine months ended September 30, 2023, respectively, as follows:

Operating and maintenance increased $6.2 million and $14.9 million during the three and nine months ended September 30, 2023, respectively, primary due to increases in Recoverable Costs.

Real estate taxes increased $1.2 million during the nine months ended September 30, 2023, respectively, due to an increase in real estate assessments across the portfolio.

44

Same Property Rollforward:

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

|  | Three months ended September 30, |
|  | 2023 |  |  | 2022 |
(GLA in thousands) |  | Property Count |  |  | GLA |  |  | Property Count |  |  | GLA |
Beginning same property count |  |  | 395 |  |  |  | 42,143 |  |  |  | 390 |  |  |  | 41,446 |
SF adjustments (2) |  |  | — |  |  |  | 17 |  |  |  | — |  |  |  | 10 |
Ending same property count |  |  | 395 |  |  |  | 42,160 |  |  |  | 390 |  |  |  | 41,456 |

|  | Nine months ended September 30, |
|  | 2023 |  |  | 2022 |
(GLA in thousands) |  | Property Count |  |  | GLA |  |  | Property Count |  |  | GLA |
Beginning same property count |  |  | 389 |  |  |  | 41,383 |  |  |  | 393 |  |  |  | 41,294 |
Acquired properties owned for entirety of comparable periods presented (1) |  |  | 5 |  |  |  | 771 |  |  |  | — |  |  |  | 327 |
Developments that reached completion by the beginning of earliest comparable period presented |  |  | — |  |  |  | — |  |  |  | 1 |  |  |  | 72 |
Disposed properties |  |  | — |  |  |  | — |  |  |  | (4 | ) |  |  | (191 | )
SF adjustments (2) |  |  | — |  |  |  | 6 |  |  |  | — |  |  |  | (46 | )
Change in intended property use |  |  | 1 |  |  |  | — |  |  |  | — |  |  |  | — |
Ending same property count |  |  | 395 |  |  |  | 42,160 |  |  |  | 390 |  |  |  | 41,456 |

(1)
Includes an adjustment to GLA arising from the acquisition of our partners' share of properties previously held in the RegCal and USAA partnerships, of which our previous ownership share was already included in our Same Property pool.
(2)
SF adjustments arising from remeasurements or redevelopments.

Nareit FFO and Core Operating Earnings:

Our reconciliation of net income attributable to common stock and unit holders to Nareit FFO and to Core Operating Earnings is as follows:

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands, except share information) |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Reconciliation of Net income to Nareit FFO |  |  |  |  |  |  |  |  |  |  |  |
Net income attributable to common shareholders |  | $ | 89,076 |  |  |  | 87,578 |  |  | $ | 273,139 |  |  |  | 387,602 |
Adjustments to reconcile to Nareit FFO: (1) |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization (excluding FF&E) |  |  | 94,011 |  |  |  | 86,405 |  |  |  | 272,551 |  |  |  | 256,273 |
Gain on sale of real estate, net of tax |  |  | (827 | ) |  |  | (202 | ) |  |  | (1,132 | ) |  |  | (119,301 | )
Exchangeable operating partnership units |  |  | 520 |  |  |  | 379 |  |  |  | 1,490 |  |  |  | 1,694 |
Nareit FFO attributable to common stock and unit holders |  | $ | 182,780 |  |  |  | 174,160 |  |  | $ | 546,048 |  |  |  | 526,268 |
Reconciliation of Nareit FFO to Core Operating Earnings |  |  |  |  |  |  |  |  |  |  |  |
Nareit Funds From Operations |  | $ | 182,780 |  |  |  | 174,160 |  |  | $ | 546,048 |  |  |  | 526,268 |
Adjustments to reconcile to Core Operating Earnings (1): |  |  |  |  |  |  |  |  |  |  |  |
Not Comparable Items |  |  |  |  |  |  |  |  |  |  |  |
Merger transition costs |  |  | 1,511 |  |  |  | — |  |  |  | 1,511 |  |  |  | — |
Early extinguishment of debt |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 176 |
Certain Non Cash Items |  |  |  |  |  |  |  |  |  |  |  |
Straight-line rent |  |  | (3,142 | ) |  |  | (3,140 | ) |  |  | (7,315 | ) |  |  | (9,152 | )
Uncollectible straight-line rent |  |  | 92 |  |  |  | (4,156 | ) |  |  | (2,298 | ) |  |  | (9,610 | )
Above/below market rent amortization, net |  |  | (7,919 | ) |  |  | (5,191 | ) |  |  | (22,138 | ) |  |  | (15,906 | )
Debt and derivative mark-to-market amortization |  |  | 667 |  |  |  | (28 | ) |  |  | 667 |  |  |  | (185 | )
Core Operating Earnings |  | $ | 173,989 |  |  |  | 161,645 |  |  | $ | 516,475 |  |  |  | 491,591 |

(1)
Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interest.

45

Reconciliation of Same Property NOI to Nearest GAAP Measure:

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

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands) |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Net income attributable to common shareholders |  | $ | 89,076 |  |  |  | 87,578 |  |  | $ | 273,139 |  |  |  | 387,602 |
Less: |  |  |  |  |  |  |  |  |  |  |  |
Management, transaction, and other fees |  |  | 7,079 |  |  |  | 5,767 |  |  |  | 20,223 |  |  |  | 18,950 |
Other (1) |  |  | 12,016 |  |  |  | 13,564 |  |  |  | 34,317 |  |  |  | 38,295 |
Plus: |  |  |  |  |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 87,505 |  |  |  | 80,270 |  |  |  | 253,373 |  |  |  | 237,462 |
General and administrative |  |  | 20,903 |  |  |  | 20,273 |  |  |  | 71,248 |  |  |  | 56,710 |
Other operating expense |  |  | 3,533 |  |  |  | 949 |  |  |  | 4,718 |  |  |  | 3,739 |
Other expense (income) |  |  | 39,643 |  |  |  | 37,356 |  |  |  | 109,192 |  |  |  | 12,516 |
Equity in income of investments in real estate excluded from NOI (2) |  |  | 11,668 |  |  |  | 11,754 |  |  |  | 35,266 |  |  |  | 23,767 |
Net income attributable to noncontrolling interests |  |  | 1,453 |  |  |  | 1,269 |  |  |  | 4,050 |  |  |  | 4,048 |
Preferred stock dividends and issuance costs |  |  | 1,644 |  |  |  | — |  |  |  | 1,644 |  |  |  | — |
Pro-rata NOI |  | $ | 236,330 |  |  |  | 220,118 |  |  | $ | 698,090 |  |  |  | 668,599 |
Less non-same property NOI (3) |  |  | 11,570 |  |  |  | 122 |  |  |  | 15,055 |  |  |  | 1,711 |
Pro-rata same property NOI |  | $ | 224,760 |  |  |  | 219,996 |  |  | $ | 683,035 |  |  |  | 666,888 |

(1)
Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interest.
(2)
Includes non-NOI income earned and expenses incurred at our unconsolidated real estate partnerships, including those separated out above for our consolidated properties.
(3)
Includes revenues and expenses attributable to non-same property, sold property, development properties, and corporate activities. Also includes adjustments for earnings at the four properties we acquired from our former unconsolidated RegCal partnership in 2022 in order to calculate growth on a comparable basis for the periods presented.

Liquidity and Capital Resources

General

We use cash flows generated from operating, investing, and financing activities to strengthen our balance sheet, finance our development and redevelopment projects, fund our investment activities, and maintain financial flexibility. A significant portion of our cash from operations is distributed to our common shareholders in the form of dividends in order to maintain our status as a REIT.

Except for $200 million of private placement debt, our Parent Company has no capital commitments other than its guarantees of the commitments of our Operating Partnership. All remaining debt is held by our Operating Partnership, its subsidiaries, or by our real estate partnerships. The Operating Partnership is a co-issuer and a guarantor of the $200 million of outstanding debt of our Parent Company. The Parent Company will from time to time access the capital markets for the purpose of issuing new equity, and will simultaneously contribute all of the offering proceeds to the Operating Partnership in exchange for additional partnership units.

We continually assess our available liquidity and our expected cash requirements, including monitoring our tenant rent collections. We have access to and draw on multiple financing sources to fund our operations and our long-term capital needs, including the requirements of our in process and planned developments, redevelopments, other capital expenditures, and the repayment of debt. We expect to meet these needs by using a combination of the following: cash flow from operations after funding our common stock and preferred stock dividends, borrowings from our Line, proceeds from the sale of real estate, mortgage loan and unsecured bank financing, distributions received from our real estate partnerships, and when the capital markets are favorable, proceeds from the sale of equity securities or the issuance of new unsecured debt. We continually evaluate alternative financing options, and we believe we can obtain new financing on reasonable terms, although likely at higher interest rates than that of our debt currently outstanding, due to the current interest rate environment.

We have no unsecured debt maturities in 2023, $250 million of unsecured debt maturing in 2024, and what we believe is a manageable level of secured mortgage maturities during the next 12 months, including those mortgages within our real estate partnerships. 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, and in the longer term, although we can give no assurances.

46

In addition to our $74.4 million of unrestricted cash, we have the following additional sources of capital available:

(in thousands) | September 30, 2023 |
ATM program |  |
Original offering amount | $ | 500,000 |
Available capacity | $ | 500,000 |
Line of credit |  |
Total commitment amount | $ | 1,250,000 |
Available capacity (1) | $ | 1,164,720 |
Maturity (2) | March 23, 2025 |

(1)
Net of letters of credit issued against our Line of Credit.
(2)
The Company has the option to extend the maturity for two additional six-month periods.

The declaration of dividends is determined quarterly by our Board of Directors. On November 2, 2023, our Board of Directors:

•
Declared a common stock dividend of $0.67 per share, payable on January 3, 2024, to shareholders of record as of December 14, 2023;
•
Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on January 31, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on January 16, 2024; and
•
Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on January 31, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on January 16, 2024.

While future dividends will be determined at the discretion of our Board of Directors, we plan to continue paying an aggregate amount of distributions to our stock and unit holders that, at a minimum, meet the requirements to allow the Company and Operating Partnerships to each 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, 2023 and 2022, we generated cash flow from operations of $547.7 million and $528.2 million, respectively, and paid $334.3 million and $322.9 million in dividends to our common stock and unit holders, in the same respective periods.

We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. We estimate that we will require cash during the next 12 months of approximately $644.9 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements are being impacted by current levels of high inflation resulting in increased costs of construction materials, labor, and services from third party contractors and suppliers. In response, we have implemented mitigation strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. Further, continued challenges from permitting delays and labor shortages may extend the time to completion of these projects.

If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease.

We endeavor to maintain a high percentage of unencumbered assets. As of September 30, 2023, 85.7% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allow us to more readily access the secured and unsecured debt markets and to maintain availability on the Line. Our trailing 12 month fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 5.0x and 4.7x for the periods ended September 30, 2023, and December 31, 2022, respectively, and our Pro-rata net debt and Preferred Stock-to-operating EBITDA re ratio on a trailing 12 month basis was 5.5x and 5.0x, respectively, for the same periods.

Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in the Notes to Consolidated Financial Statements included in our 2022 Form 10-K. The debt assumed in conjunction with the UBP acquisition contain covenants that are consistent with our existing debt covenants. We were in compliance with these covenants at September 30, 2023, and expect to remain in compliance.

47

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) |  | 2023 |  |  | 2022 |  |  | Change |
Net cash provided by operating activities |  | $ | 547,685 |  |  |  | 528,242 |  |  |  | 19,443 |
Net cash used in investing activities |  |  | (231,527 | ) |  |  | (111,867 | ) |  |  | (119,660 | )
Net cash used in financing activities |  |  | (303,864 | ) |  |  | (356,418 | ) |  |  | 52,554 |
Net increase in cash and cash equivalents and restricted cash |  | $ | 12,294 |  |  |  | 59,957 |  |  |  | (47,663 | )
Total cash and cash equivalents and restricted cash |  | $ | 81,070 |  |  |  | 154,984 |  |  |  | (73,914 | )

Net cash provided by operating activities:

Net cash provided by operating activities increased $19.4 million due to:

•
$16.2 million increase in cash from operations due to timing of receipts and payments, and
•
$3.2 million increase in operating cash flow distributions from Investments in real estate partnerships.

Net cash used in investing activities:

Net cash used in investing activities changed by $119.7 million as follows:

|  | Nine months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Cash flows from investing activities: |  |  |  |  |  |  |  |  |
Acquisition of operating real estate, net of cash acquired of $3,061 in 2022 |  | $ | (2,033 | ) |  |  | (141,275 | ) |  |  | 139,242 |
Acquisition of UBP, net of cash acquired of $14,143 |  |  | (80,488 | ) |  |  | — |  |  |  | (80,488 | )
Real estate development and capital improvements |  |  | (158,982 | ) |  |  | (143,724 | ) |  |  | (15,258 | )
Proceeds from sale of real estate and FF&E |  |  | 10,338 |  |  |  | 137,280 |  |  |  | (126,942 | )
Issuance of notes receivable |  |  | (4,000 | ) |  |  | — |  |  |  | (4,000 | )
Investments in real estate partnerships |  |  | (9,118 | ) |  |  | (13,573 | ) |  |  | 4,455 |
Return of capital from investments in real estate partnerships |  |  | 3,644 |  |  |  | 48,473 |  |  |  | (44,829 | )
Dividends on investment securities |  |  | 571 |  |  |  | 336 |  |  |  | 235 |
Acquisition of investment securities |  |  | (5,206 | ) |  |  | (15,205 | ) |  |  | 9,999 |
Proceeds from sale of investment securities |  |  | 13,747 |  |  |  | 15,821 |  |  |  | (2,074 | )
Net cash used in investing activities |  | $ | (231,527 | ) |  |  | (111,867 | ) |  |  | (119,660 | )

Significant changes in investing activities include:

•
In 2022, we paid $141.3 million to purchase six operating properties, including four properties in which we previously held a 25% interest through an unconsolidated Investment in real estate partnership.
•
We invested $80.5 million, net of $14.1 million in cash acquired for the acquisition of UBP, including $39.3 million for UBP debt repaid at closing, and $55.3 million in direct transaction and other costs, with an additional $1.9 million in transaction costs outstanding in Accounts payable and other liabilities.
•
We invested $15.3 million more on real estate development, redevelopment, and capital improvements, as further detailed in a table below.
•
We sold three land parcels in 2023 for proceeds of $10.3 million compared to one operating property, three land parcels and one development project interest in 2022 for proceeds of $137.3 million.
•
We issued a $4.0M short-term note receivable to a co-investment partner in 2023.

48

•
Investments in real estate partnerships:
o
In 2023, we invested $9.1 million, including:
▪
$2.8 million to fund our share of acquiring one operating property within an existing real estate partnership, and
▪
$6.3 million to fund our share of development and redevelopment activities.
o
In 2022, we invested $13.6 million, including:
▪
$6.1 million to fund our share of acquiring one operating property within an existing real estate partnership, and
▪
$7.5 million to fund our share of development and redevelopment activities.
•
Return of capital from our unconsolidated real estate partnerships includes sales or financing proceeds.
o
During the nine months ended September 30, 2023 we received $3.6 million from our share of proceeds from debt refinancing activities.
o
During the same period in 2022, we received $36.9 million from our share of proceeds from real estate sales and $11.6 million from our share of proceeds from debt refinancing activities.
•
Acquisition of investment securities and proceeds from sale of investment securities pertain to investment activities held in our captive insurance company and our deferred compensation plan.

We plan to continue developing and redeveloping shopping centers for long-term investment. During 2023, we deployed capital of $159.0 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following:

|  | Nine months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Capital expenditures: |  |  |  |  |  |  |  |  |
Land acquisitions |  | $ | 2,580 |  |  |  | 11,545 |  |  |  | (8,965 | )
Building and tenant improvements |  |  | 58,549 |  |  |  | 55,094 |  |  |  | 3,455 |
Redevelopment costs |  |  | 57,384 |  |  |  | 48,641 |  |  |  | 8,743 |
Development costs |  |  | 30,613 |  |  |  | 20,252 |  |  |  | 10,361 |
Capitalized interest |  |  | 3,931 |  |  |  | 2,922 |  |  |  | 1,009 |
Capitalized direct compensation |  |  | 5,925 |  |  |  | 5,270 |  |  |  | 655 |
Real estate development and capital improvements |  | $ | 158,982 |  |  |  | 143,724 |  |  |  | 15,258 |

•
We acquired one land parcel for development in 2023 and one land parcel in 2022.
•
Building and tenant improvements increased $3.5 million in 2023, primarily related to the timing of capital projects.
•
Redevelopment costs are $8.7 million higher in 2023 due to the timing and magnitude of projects currently in process. We intend to continuously improve our portfolio of shopping centers through redevelopment which can include adjacent land acquisition, existing building expansion, facade renovation, new out-parcel building construction, and redevelopment related tenant improvement costs. The size and magnitude of each redevelopment project varies with each redevelopment plan. The timing and duration of these projects could also result in volatility in NOI. See the tables below for more details about our redevelopment projects.
•
Development costs are higher in 2023 due to the progress towards completion of our development projects in process. See the tables below for more details about our development projects.
•
Interest is capitalized on our development and redevelopment projects and is based on cumulative actual costs expended. We cease interest capitalization when the property is no longer being developed or is available for occupancy upon substantial completion of tenant improvements, but in no event would we capitalize interest on the project beyond 12 months after the anchor tenant opens for business. If we reduce our development and redevelopment activity, the amount of interest that we capitalize may be lower than historical averages.

49

•
We have a staff of employees who directly support our development program, which includes redevelopment of our existing properties. Internal compensation costs directly attributable to these activities are capitalized as part of each project.

The following table summarizes our development projects in-process and completed:

(in thousands, except cost PSF) |  |  |  |  |  |  |  | September 30, 2023 |
Property Name |  | Market |  | Ownership (3) |  | Start Date |  | Estimated Stabilization Year (1) |  | Estimated Net Development Costs (2) (3) |  |  | GLA (3) |  |  | Cost PSF of GLA (2) (3) |  |  | % of Costs Incurred |
Developments In-Process |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Glenwood Green |  | Metro NYC |  | 70% |  | Q1-22 |  | 2025 |  |  | 46,172 |  |  |  | 247 |  |  |  | 187 |  |  |  | 69 | %
Baybrook East - Phase 1B |  | Houston, TX |  | 50% |  | Q2-22 |  | 2025 |  |  | 10,384 |  |  |  | 78 |  |  |  | 133 |  |  |  | 74 | %
Sienna - Phase 1 |  | Houston, TX |  | 75% |  | Q2-23 |  | 2027 |  |  | 9,409 |  |  |  | 23 |  |  |  | 409 |  |  |  | 25 | %
The Shops at SunVet |  | Long Island, NY |  | 100% |  | Q2-23 |  | 2027 |  |  | 86,722 |  |  |  | 168 |  |  |  | 516 |  |  |  | 33 | %
Total Developments In-Process |  |  |  |  |  |  |  | $ | 152,687 |  |  |  | 516 |  |  |  | 296 |  |  |  | 46 | %

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Ownership, Estimated Net Development Costs, and GLA are reported based on Regency's expected ownership interest in the real estate partnership at completion.

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

(in thousands, except cost PSF) |  |  |  |  |  |  |  | September 30, 2023 |
Property Name |  | Market |  | Ownership (3) |  | Start Date |  | Estimated Stabilization Year (1) |  | Estimated Net Project Costs (2) (3) |  |  | GLA (3) |  |  | % of Costs Incurred |
Redevelopments In-Process |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
The Abbot |  | Boston, MA |  | 100% |  | Q2-19 |  | 2025 |  | $ | 58,973 |  |  |  | 64 |  |  |  | 92 | %
Westbard Square Phase I |  | Bethesda, MD |  | 100% |  | Q2-21 |  | 2025 |  |  | 37,000 |  |  |  | 126 |  |  |  | 68 | %
Buckhead Landing |  | Atlanta, GA |  | 100% |  | Q2-22 |  | 2025 |  |  | 28,458 |  |  |  | 152 |  |  |  | 25 | %
Bloom on Third (fka Town and Country Center) |  | Los Angeles, CA |  | 35% |  | Q4-22 |  | 2027 |  |  | 24,525 |  |  |  | 51 |  |  |  | 12 | %
Mandarin Landing |  | Jacksonville, FL |  | 100% |  | Q2-23 |  | 2025 |  |  | 16,422 |  |  |  | 140 |  |  |  | 5 | %
Serramonte Center - Phase 3 |  | San Francisco, CA |  | 100% |  | Q2-23 |  | 2025 |  |  | 36,989 |  |  |  | 1,072 |  |  |  | 13 | %
Circle Marina Center |  | Los Angeles, CA |  | 100% |  | Q3-23 |  | 2025 |  |  | 14,986 |  |  |  | 118 |  |  |  | 5 | %
Various Redevelopments |  | Various |  | 20% - 100% |  | Various |  | Various |  |  | 69,911 |  |  |  | 2,215 |  |  |  | 30 | %
Total Redevelopments In-Process |  |  |  |  |  |  |  | $ | 287,264 |  |  |  | 3,938 |  |  |  | 45 | %
Redevelopments Completed |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
The Crossing Clarendon |  | Metro DC |  | 100% |  | Q4-18 |  | 2024 |  | $ | 55,679 |  |  |  | 129 |  |  |  | 92 | %
Various Properties |  | Various |  | 20% - 100% |  | Various |  | Various |  |  | 18,307 |  |  |  | 844 |  |  |  | 95 | %
Total Redevelopments Completed |  |  |  |  |  |  |  | $ | 73,986 |  |  |  | 973 |  |  |  | 92 | %

(1)
Estimated Stabilization Year represents the estimated first full calendar year that the project will reach our expected stabilized yield.
(2)
Includes leasing costs and is net of tenant reimbursements.
(3)
Ownership, Estimated Net Development Costs, and GLA are reported based on Regency's expected ownership interest in the real estate partnership at completion.

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Net cash used in financing activities

Net cash flows from financing activities changed by $52.6 million during 2023, as follows:

|  | Nine months ended September 30, |  |  |  |
(in thousands) |  | 2023 |  |  | 2022 |  |  | Change |
Cash flows from financing activities: |  |  |  |  |  |  |  |  |
Net proceeds from common stock issuances |  | $ | 4 |  |  |  | 61,284 |  |  |  | (61,280 | )
Repurchase of common shares in conjunction with equity award plans |  | $ | (7,653 | ) |  |  | (6,438 | ) |  |  | (1,215 | )
Common shares repurchased through share repurchase program |  |  | (20,006 | ) |  |  | (75,419 | ) |  |  | 55,413 |
Contributions from limited partners in consolidated partnerships, net |  |  | 3,167 |  |  |  | 1,568 |  |  |  | 1,599 |
Dividend payments and operating partnership distributions |  |  | (334,293 | ) |  |  | (322,897 | ) |  |  | (11,396 | )
Proceeds from unsecured credit facilities, net |  |  | 77,000 |  |  |  | — |  |  |  | 77,000 |
Proceeds from debt issuance |  |  | 46,500 |  |  |  | — |  |  |  | 46,500 |
Debt repayment, including early redemption costs |  |  | (68,234 | ) |  |  | (14,498 | ) |  |  | (53,736 | )
Payment of loan costs |  |  | (411 | ) |  |  | (82 | ) |  |  | (329 | )
Proceeds from sale of treasury stock, net |  |  | 62 |  |  |  | 64 |  |  |  | (2 | )
Net cash used in financing activities |  | $ | (303,864 | ) |  |  | (356,418 | ) |  |  | 52,554 |

Significant financing activities during the nine months ended September 30, 2023 and 2022, include the following:

•
We received proceeds of $61.3 million, net of costs, in April 2022 upon settling our forward equity sales under our ATM program.
•
We repurchased for cash a portion of the common stock granted to employees for stock based compensation to satisfy employee tax withholding requirements, which totaled $7.7 million and $6.4 million during 2023 and 2022, respectively.
•
We paid $20.0 million to repurchase 349,519 shares of our common stock through our Repurchase Program during 2023, and $75.4 million during the same period in 2022 to repurchase 1,294,201 common shares.
•
We received $3.2 million net from limited partners, including $8.3 million of contributions for their share of debt repayments and development funding, partially offset by $5.1 million in distributions during 2023. During 2022, we received $1.6 million net from limited partners, including $6.5 million of contributions in a new consolidated partnership, partially offset by $4.9 million in distributions.
•
We paid $11.4 million more in dividends as a result of an increase in our dividend rate per share and the number of shares of our common stock outstanding.
•
We received net proceeds of $77.0 million from our unsecured credit facilities to fund direct transaction costs related to the UBP acquisition.
•
We had the following debt related activity during 2023:
o
We received $46.5 million in proceeds from a mortgage refinancing,
o
We paid $68.2 million for debt repayments, including:
▪
$7.9 million in principal mortgage payments, and
▪
$60.3 million for a combination of repaying or refinancing five mortgage loans at maturity.
•
We had the following debt related activity during 2022:
o
We paid $8.5 million in principal mortgage payments, and
o
$6.0 million to repay a mortgage loan at maturity.

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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 Pro-rata share:

|  | Combined |  |  | Regency's Share (1) |
(dollars in thousands) |  | September 30, 2023 |  |  | December 31, 2022 |  |  | September 30, 2023 |  |  | December 31, 2022 |
Number of real estate partnerships |  |  | 19 |  |  |  | 13 |  |  |  |  |  |  |
Regency's ownership |  | 12% - 67% |  |  | 20% - 50% |  |  |  |  |  |  |
Number of properties |  |  | 102 |  |  |  | 96 |  |  |  |  |  |  |
Assets |  | $ | 2,739,604 |  |  |  | 2,608,005 |  |  | $ | 1,000,709 |  |  |  | 943,699 |
Liabilities |  |  | 1,604,587 |  |  |  | 1,497,630 |  |  |  | 570,053 |  |  |  | 530,915 |
Equity |  |  | 1,135,017 |  |  |  | 1,110,375 |  |  |  | 430,656 |  |  |  | 412,784 |
Basis difference |  |  |  |  |  |  | (48,356 | ) |  |  | (62,407 | )
Investments in real estate partnerships |  |  |  |  |  | $ | 382,300 |  |  |  | 350,377 |

(1)
Pro-rata financial information is not, and is not intended to be, a presentation in accordance with GAAP. However, management believes that providing such information is useful to investors in assessing the impact of its investments in real estate partnership activities on our operations, which includes such items on a single line presentation under the equity method in our Consolidated Financial Statements.

Our equity method investments in real estate partnerships consist of the following:

(in thousands) |  | Regency's Ownership |  | September 30, 2023 |  |  | December 31, 2022 |
GRI-Regency, LLC (GRIR) |  | 40.00% |  | $ | 148,596 |  |  |  | 155,302 |
New York Common Retirement Fund (NYC) (1) |  | 30.00% |  |  | 159 |  |  |  | 674 |
Columbia Regency Retail Partners, LLC (Columbia I) |  | 20.00% |  |  | 7,256 |  |  |  | 7,423 |
Columbia Regency Partners II, LLC (Columbia II) |  | 20.00% |  |  | 43,553 |  |  |  | 41,757 |
Columbia Village District, LLC |  | 30.00% |  |  | 6,141 |  |  |  | 5,836 |
RegCal, LLC (RegCal) (2) |  | 25.00% |  |  | 5,550 |  |  |  | 5,789 |
Individual Investors |  |  |  |  |  |  |  |
Ballard Blocks |  | 49.90% |  |  | 62,000 |  |  |  | 62,624 |
Bloom on Third (fka Town and Country Center) |  | 35.00% |  |  | 42,417 |  |  |  | 40,409 |
Others (3) |  | 11.80% - 66.67% |  |  | 66,628 |  |  |  | 30,563 |
Total Investment in real estate partnerships |  |  |  | $ | 382,300 |  |  |  | 350,377 |

(1)
On May 25, 2022, the NYC partnership sold the remaining two properties and distributed sales proceeds to the members. Dissolution will follow final distributions, which are expected in the fourth quarter of 2023.
(2)
During April 2022, we acquired our partner's 75% share in four properties held in the RegCal, LLC partnership for a total purchase price of $88.5 million. Upon acquisition, these four properties were consolidated into Regency's financial statements. A single operating property remains within RegCal, LLC at September 30, 2023.
(3)
Includes investments in real estate partnerships acquired as part of the UBP acquisition, which was effective on August 18, 2023.

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, 2023 |
Scheduled Principal Payments and Maturities by Year: |  | Scheduled Principal Payments |  |  | Mortgage Loan Maturities |  |  | Unsecured Maturities |  |  | Total |  |  | Regency’s Pro-Rata Share |
2023 (1) |  | $ | 941 |  |  |  | — |  |  |  | — |  |  |  | 941 |  |  |  | 284 |
2024 |  |  | 3,718 |  |  |  | 33,690 |  |  |  | — |  |  |  | 37,408 |  |  |  | 14,678 |
2025 |  |  | 6,094 |  |  |  | 146,221 |  |  |  | — |  |  |  | 152,315 |  |  |  | 48,005 |
2026 |  |  | 7,393 |  |  |  | 225,589 |  |  |  | 39,800 |  |  |  | 272,782 |  |  |  | 86,475 |
2027 |  |  | 7,576 |  |  |  | 32,800 |  |  |  | — |  |  |  | 40,376 |  |  |  | 13,669 |
Beyond 5 Years |  |  | 10,956 |  |  |  | 986,042 |  |  |  | 1,487 |  |  |  | 998,485 |  |  |  | 373,113 |
Net unamortized loan costs, debt premium / (discount) |  |  | — |  |  |  | (11,235 | ) |  |  | — |  |  |  | (11,235 | ) |  |  | (4,085 | )
Total |  | $ | 36,678 |  |  |  | 1,413,107 |  |  |  | 41,287 |  |  |  | 1,491,072 |  |  |  | 532,139 |

(1)
Reflects scheduled principal payments and maturities for the remainder of the year.

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At September 30, 2023, our investments in real estate partnerships had notes payable of $1.5 billion maturing through 2034, of which 96.0% had a weighted average fixed interest rate of 3.8%. The remaining notes payable float with SOFR and had a weighted average variable interest rate of 7.2%, based on rates as of September 30, 2023. These fixed and variable rate notes payable are all non-recourse, and our Pro-rata share was $532.1 million as of September 30, 2023. As notes payable mature, they are expected to be repaid from proceeds from new borrowings and/or partner capital contributions. Refinancing debt at maturity in the current interest rate environment could result in higher interest expense in future periods if rates remain elevated.

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 co-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 Pro-rata share of net income or loss in each of these real estate partnerships, we receive fees as shown below:

|  | Three months ended September 30, |  |  | Nine months ended September 30, |
(in thousands) |  | 2023 |  |  | 2022 |  |  | 2023 |  |  | 2022 |
Asset management, property management, leasing, and other transaction fees |  | $ | 6,322 |  |  |  | 5,767 |  |  | $ | 19,465 |  |  |  | 18,950 |

Recent Accounting Pronouncements

See Note 1 to Unaudited Financial Statements.

Environmental Matters

We are subject to numerous environmental laws and regulations that apply to our shopping centers, which primarily pertain to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain third-party liabilities and remediation costs on shopping centers that currently have no known environmental contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so.

As of September 30, 2023, we had accrued liabilities of $19.9 million for our Pro-rata share of environmental remediation, including our Investments in real estate partnerships. We believe that the ultimate remediation of currently known environmental matters will not have a material effect on our financial position, cash flows, or results of operations. We can give no assurance that existing environmental studies on our shopping centers have revealed all potential environmental contamination; that our estimate of liabilities will not change as more information becomes available; that any previous owner, occupant or tenant did not create any material environmental condition not known to us; that the current environmental condition of the shopping centers will not be affected by tenants and occupants, by the condition of nearby properties, or by unrelated third parties; or that changes in applicable environmental laws and regulations or their interpretation will not result in additional environmental liability to us.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and rising interest rates will adversely impact the interest rates on any new debt that we may issue. Please also refer to the Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022, discussed in Item 1A of Part I thereof, and the Risk Factors described in Part II, Item 1A of this Form 10-Q.

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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 Rule 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 periods 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 controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits 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 third quarter of 2023 which have materially affected, or are reasonably likely to materially affect, our 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 Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that its disclosure controls and procedures were effective as of the end of the periods 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 controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits 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 third quarter of 2023 which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12 — 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 2022 Form 10-K.

Item 1A. Risk Factors

In addition to the information set forth in this report, you should carefully consider the risk factors discussed in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”), and the Risk Factors described in Part II, Item 1A of the Form 10-Q reports filed in the quarters ended March 31, and June 30, 2023, respectively, and this form 10Q. There have been no material changes in our risk factors from those described in our 2022 Annual Report except as disclosed in our Form S-4 Registration Statement, filed with the SEC on July 10, 2023, in connection with our acquisition of Urstadt Biddle, which contains, without limitation, additional risk factors in a section of the prospectus entitled “Risks Relating to Regency After Completion of the Mergers”. In addition, we note the risk factor identified during 2023 detailed below:

Unfavorable developments affecting the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations.

Actual events, concerns or speculation about disruption or instability in the banking and financial services industry, such as liquidity constraints, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and

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operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Additionally, our tenants, critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects.

Any decline in available funding or access to our cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2023, we issued 3,340 shares of common stock of Regency Centers Corporation in connection with the redemption of common units of Regency Centers, L.P. in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a) (2) thereof. There were no other unregistered sales of equity securities during the three months ended September 30, 2023.

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, 2023:

Period |  | Total number of shares purchased (1) |  |  | Average price paid per share (1) |  |  | 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, 2023 |  |  | — |  |  | $ | — |  |  |  | — |  |  | $ | 230,000 |
August 1 through August 31, 2023 |  |  | 341 |  |  | $ | 65.01 |  |  |  | — |  |  | $ | 230,000 |
September 1 through September 30, 2023 |  |  | 649 |  |  | $ | 63.11 |  |  |  | — |  |  | $ | 230,000 |

(1)
Represents shares repurchased to cover payment of withholding taxes in connection with restricted stock vesting by participants under Regency’s Long-Term Omnibus Plan.
(2)
Our Board has authorized a common stock repurchase program under which we may purchase, from time to time, up to a maximum of $250 million of our outstanding common stock through open market purchases, and/or in privately negotiated transactions. The timing and price of stock repurchases will be dependent upon market conditions and other factors. Any stock repurchased, if not retired, will be treated as treasury stock. Our stock repurchase program will expire February 7, 2025, unless modified, extended or earlier terminated by the Board.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plans

On September 13, 2023, Martin E. Stein Jr., the Company’s Executive Chairman of the Board of the Company, took the following actions:

(i) Mr. Stein terminated a trading arrangement he had previously adopted with respect to the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”). Mr. Stein’s Rule 10b5-1 Trading Plan was adopted on February 23, 2023 and, prior to its termination by Mr. Stein, was to expire by its terms on March 31, 2024. This Rule 10b5-1 Trading Plan provided for the sale of up to 100,000 shares of common stock pursuant to multiple limit orders. As of the date of termination of this plan, Mr. Stein had not sold any shares of common stock under its terms.

(ii) Mr. Stein adopted a new Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Stein’s Rule 10b5-1 Trading Plan, which expires on February 15, 2025, provides for the sale of up to 50,000 shares of common stock pursuant to multiple limit orders. Since adoption of this plan, Mr. Stein has not sold any shares of common stock under its terms.

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Entry into Material Definitive Agreements

Indemnification Agreements

On November 2, 2023, the Company entered into an indemnification agreement (an “Indemnification Agreement”) with each current member of its Board of Directors and each of its executive officers (each being referred to as an “Indemnified Party” and collectively as the “Indemnified Parties”). These Indemnification Agreements require the Company, among other things, to indemnify and hold harmless its directors and executive officers against claims, lawsuits, proceedings and liabilities (collectively, “Claims”) that may arise by reason of their status or capacity with, or service to, the Company and its subsidiaries, to the fullest extent permitted by the Company’s Articles of Incorporation, Bylaws and the Florida Business Corporation Act. These Indemnification Agreements also require the Company to advance expenses incurred by the Indemnified Parties in investigating or defending any such Claims, and sets forth various procedures in respect of such advancement and indemnification. The Indemnification Agreements also require the Company to procure customary directors and officers liability insurance, subject to certain conditions. The Company believes that these agreements are appropriate and necessary to attract and retain qualified individuals to serve as directors and executive officers.

The foregoing summary of the terms of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the “form of” Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q, and is incorporated herein by reference.

Item 6. Exhibits

In reviewing any agreements included as exhibits to this Report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company, its subsidiaries or other parties to the agreements. Each agreement contains representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

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should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;
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have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;
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may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and
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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Report not misleading. Additional information about the Company may be found elsewhere in this Report and the Company's other public filings, which are available without charge through the SEC's website at http://www.sec.gov. Unless otherwise indicated below, the Commission file number to the exhibit is No. 001-12298 (Regency Centers Corporation) and 000-24763 (Regency Centers, L.P.).

Ex # | Description

1. | Underwriting agreement
|  | 1.1 | Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BNY Capital Markets, LLC

|  | 1.2 | Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC. The Equity Distribution Agreements listed below are substantially identical in all material respects to the Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and BTIG, LLC except for the identities of the parties, and have not been filed as exhibits to the Company’s 1934 Act reports pursuant to Instruction 2 to Item 601 of Regulation S-K. (i) Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and Regions Securities LLC.

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|  |  | (ii)  Equity Distribution Agreement, dated August 8, 2023, among Regency Centers Corporation, Regency Centers, L.P. and Truist Securities, Inc.
|  | 1.3 | Forward Master Confirmation, dated August 8, 2023, by and between the Regency Centers Corporation and BNY Mellon Capital Markets LLC.
|  | 1.4 | Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Nomura Global Financial Products, Inc.
|  | 1.5 | Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Regions Securities LLC.
|  | 1.6 | Forward Master Confirmation, dated August 8, 2023, among Regency Centers Corporation and Truist Bank.

2. | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession
|  | 2.1 | Agreement and Plan of Merger, dated as of May 17, 2023, by and among Regency Centers Corporation, Hercules Merger Sub, LLC, Urstadt Biddle Properties Inc., UB Maryland I, Inc. and UB Maryland II, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed on May 18, 2023)

3. | Articles of Incorporation and Bylaws
|  | 3.1 | Restated Articles of Incorporation of Regency Centers Corporation (amendment is incorporated by reference to Exhibit 3.A to the Company’s Form 10-Q filed on August 8, 2017)
|  | 3.2 | Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and Limitations of the Series A Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.3 in Regency’s Form 8-A filed on August 17, 2023)
|  | 3.3 | Articles of Amendment to the Company’s Restated Articles of Incorporation Designating the Preferences, Rights and Limitations of the Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-A filed on August 17, 2023)
|  | 3.4 | Articles of Amendment to the Company’s Restated Articles of Incorporation Deleting the Series 6 and Series 7 Cumulative Redeemable Preferred Stock Designations (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-A filed on August 17, 2023)
|  | 3.5 | Fifth Amended and Restated Agreement of Limited Partnership of Regency Centers, L.P. , (incorporated by reference to Exhibit 3(d) to the Company's Form 10-K filed on February 19, 2014)
|  | 3.6 | Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series A Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.4 in Regency’s Form 8-K filed on August 18, 2023)
|  | 3.7 | Amendment to the Fifth Amended and Restated Agreement of Limited Partnership Relating to the Series B Cumulative Redeemable Preferred Units, dated August 16, 2023 (incorporated by reference to Exhibit 3.5 in Regency’s Form 8-K filed on August 18, 2023)

10. | Material Contracts
|  | 10.1 | Form of Indemnification Agreement, in each case dated as of November 2, 2023, between Regency Centers Corporation (the Company”) and (1) each member of its Board of Directors of the Company and (2) each of Martin E. Stein, Jr. and Lisa Palmer (who are each also members of the Board), Michael J. Mas, Alan T. Roth, Nicholas A. Wibbenmeyer and each of the other executive officers of the Company.

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.

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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 Document
|  | 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document
|  | 101.DEF | Inline XBRL Taxonomy Definition Linkbase Document
|  | 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document
|  | 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104. | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* | Furnished, not filed.

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SI GNATURES

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, 2023 | 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, 2023 | 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)

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