# Regency Centers Corp: Form 10-K for the period ended Dec 31, 2023 - Company: [Regency Centers Corp](/companies/reg.md) (CIK 910606) - Form: 10-K - Filed: 2024-02-16 - Accepted by EDGAR: Feb 16, 2024, 14:06 ET - Period: 2023-12-31 - Accession: 0000950170-24-016260 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/910606/000095017024016260/reg-20231231.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/910606/000095017024016260/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2023-12-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 12 months, 2023-01-01 to 2023-12-31 | $1.32bn | us-gaap:Revenues | | Interest expense | 12 months, 2023-01-01 to 2023-12-31 | $154.2m | us-gaap:InterestExpense | | Income tax | 12 months, 2023-01-01 to 2023-12-31 | $895.0k | us-gaap:IncomeTaxExpenseBenefit | | Net income | 12 months, 2023-01-01 to 2023-12-31 | $364.6m | us-gaap:NetIncomeLoss | | Operating cash flow | 12 months, 2023-01-01 to 2023-12-31 | $719.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Dividends paid | 12 months, 2023-01-01 to 2023-12-31 | $453.1m | us-gaap:PaymentsOfDividendsCommonStock | | Share repurchases | 12 months, 2023-01-01 to 2023-12-31 | $20.0m | us-gaap:PaymentsForRepurchaseOfCommonStock | | Total assets | at 2023-12-31 | $12.43bn | us-gaap:Assets | | Total liabilities | at 2023-12-31 | $5.23bn | us-gaap:Liabilities | | Long-term debt | at 2023-12-31 | $4.15bn | us-gaap:LongTermDebt | | Shareholders' equity | at 2023-12-31 | $7.03bn | us-gaap:StockholdersEquity | ## Business As filed, 34,833 characters. Regency Centers Corporation is a fully integrated real estate company and self-administered and self-managed real estate investment trust that began its operations as a publicly-traded REIT in 1993. Our corporate headquarters are located at One Independent Drive, Suite 114, Jacksonville, Florida. Regency Centers, L.P. is a subsidiary through which Regency Centers Corporation conducts substantially all of its operations, and which owns, directly or indirectly, substantially all of its assets. Our business consists of acquiring, developing, owning, and operating income-producing retail real estate principally located in suburban trade areas with compelling demographics within the United States of America ("USA" or "United States"). We generate revenues by leasing space to necessity, service, convenience, and value-based retailers serving the essential needs of our communities. Regency has been an S&P 500 Index member since 2017. Our business experienced material growth in 2023 due to our acquisition of UBP which is further discussed in "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” As of December 31, 2023, we had full or partial ownership interests in 482 properties, primarily anchored by market leading grocery stores, encompassing 56.8 million square feet ("SF") of gross leasable area ("GLA"). Our Pro-rata share of this GLA is 48.6 million square feet, including our share of properties owned through unconsolidated real estate partnerships. We are a preeminent national owner, operator, and developer of neighborhood and community shopping centers predominantly located in suburban trade areas with compelling demographics that have strategic attributes supporting growth through economic cycles. Our mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Our vision is to elevate quality of life as an integral thread in the fabric of our communities. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers. Our values: - We are our people: Our people are our greatest asset, and we believe that a talented team from diverse backgrounds and experiences makes us better. - We do what is right: We act with unwavering standards of honesty and integrity. - We connect with our communities: We promote philanthropic ideas and strive for the betterment of our neighborhoods by giving our time and financial support. - We are responsible: Our duty is to balance purpose and profit, being good stewards of capital and the environment for the benefit of all our stakeholders. - We strive for excellence: When we are passionate about what we do, it is reflected in our performance. - We are better together: When we listen to each other and our customers, we will succeed together. Our goals are to: - Own and manage a portfolio of high-quality neighborhood and community shopping centers anchored primarily by market leading grocers and principally located in suburban trade areas in the most desirable metro areas in the United States. We believe that this strategy will result in highly desirable and attractive centers with best-in-class retailers. These centers should command higher rental and occupancy rates resulting in excellent prospects to grow net operating income ("NOI"); - Create shareholder value by increasing earnings and dividends per share that generate total returns at or near the top of our shopping center peers; - Maintain an industry leading, disciplined development and redevelopment platform to create exceptional retail centers that deliver favorable returns; - Support our business activities with a conservative capital structure, including a strong balance sheet with sufficient liquidity to meet our capital needs together with a carefully constructed debt maturity profile; - Implement leading environmental, social, and governance ("ESG") practices through our Corporate Responsibility program to support and enhance our business goals and objectives; and - Engage and retain an exceptional and diverse team that is guided by our strong values, while fostering an environment of innovation and continuous improvement. Key strategies to achieve our goals are to: - Generate same property NOI growth that over the long-term consistently ranks at or near the top of our shopping center peers; - Reinvest free cash flow and portfolio enhancement disposition proceeds into high-quality developments, redevelopments and acquisitions in a long term accretive manner; - Maintain a conservative balance sheet that provides liquidity, financial flexibility and cost-effective funding of investment opportunities, while also managing debt maturities that enable us to weather economic downturns; - Pursue best-in-class ESG programs and practices; and - Attract, retain, and engage an exceptional and diverse team that is guided by our values while fostering an environment of innovation and continuous improvement. ### Competition We are among the largest owners of shopping centers in the USA based on revenues, number of properties, GLA, and market capitalization. There are numerous companies and individuals engaged in our line of business that compete with us in our targeted markets, including grocery store chains that own shopping centers and also anchor some of our shopping centers. This dynamic results in competition for attracting tenants as well as acquiring existing shopping centers and new development sites. In addition, brick and mortar shopping centers face continued competition from alternative shopping and delivery methods. We believe that our competitive advantages are driven by: - the market areas in which we operate, and the locations of our shopping centers within those trade areas; - the quality of our shopping centers including our strategy of maintaining and renovating these centers to our high standards; - the compelling demographics surrounding our shopping centers; - our relationships with our anchor, shop, and out-parcel tenants; - our experienced leadership team and cycle-tested expertise; and - our ability to successfully develop, redevelop, and acquire shopping centers. ### Corporate Responsibility and Human Capital To execute our mission, which is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities, we strive to achieve best-in-class corporate responsibility. For this reason, corporate responsibility, including our focus on ESG practices that support and enhance our business, is a foundational strategy of Regency. We believe that alignment of strategy and business sustainability is critical to the long-term success of our Company, our shareholders, the environment, and the communities in which we operate. To achieve this alignment, our corporate responsibility (which term we use interchangeably with “ESG”) practices are built on four pillars: - Our People; - Our Communities; - Ethics and Governance; and - Environmental Stewardship. These practices are guided by three overarching concepts: long-term value creation, our Regency brand and reputation, and the importance of maintaining our culture, which has been a crucial driver of our long-term success. Our continued commitment to these concepts helps to guide our business strategy, and identify and focus on key corporate responsibility-related drivers that we expect to contribute to our future success. We regularly review our corporate responsibility strategies, goals, and objectives under these four pillars with our Board of Directors (or the "Board") and its committees, which oversee our programs. More information about our corporate responsibility strategy, goals, performance, and reporting, including our annual Corporate Responsibility Report, and our policies and practices related to corporate responsibility, is available on our website at www.regencycenters.com. The content of our website and other information contained therein, including relating to corporate responsibility, is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. *Our People –* Our people are our most important asset, and we strive to ensure that they are engaged, passionate about their work, connected to their teams, and supported to deliver their best performance. Regency recognizes and values the importance to the Company's success of attracting and retaining talented individuals with different skills, backgrounds, and experiences to encourage diversity of thought and ideas. In addition, we strive to maintain a safe and healthy workspace, promote employee well-being, and empower our employees by focusing on their personal and professional development through training and education opportunities. As of December 31, 2023, we had 497 employees, including 5 part-time employees. We presently maintain 24 market offices nationwide, including our corporate headquarters in Jacksonville, Florida. None of our employees are represented by a collective bargaining unit, and we believe our relationship with our employees is good. In 2023, we continued implementing our comprehensive diversity, equity, and inclusion ("DEI") strategy focused on promoting and advancing diversity across our organization. The goals of this strategy are to attract, recruit, and retain a diverse group of employees to grow, develop, and succeed, as we collectively work to implement our mission and contribute to the long-term success of the organization. Furthermore, aligned with our near-and long-term human capital goals, we remained focused on employee engagement, leveraging our annual employee survey to identify opportunities to improve and further engage our people. *Diversity, Equity, and Inclusion -* We believe that much of our success is rooted in the diversity and inclusion of our teams and our commitment to a diverse and inclusive culture. We continue to foster a culture in which everyone is respected, valued, and has an equal opportunity to contribute and thrive. Our shopping centers are in trade areas throughout the U.S. and our tenants and visitors to our centers represent a cross section of those communities. We remain focused on building a workforce that represents the many tenants and visitors to our centers we serve and the communities in which we operate. Our most recent U.S. Equal Employment Opportunity Commission EEO-1 survey data can be found on our website, including additional information related to employee gender and ethnic diversity. *Human Rights –* Regency is committed to a workplace free from discrimination and harassment and is focused on advancing fundamental human rights. Anti-discrimination and anti-harassment training is provided to all employees at orientation, and annually thereafter. *Talent Attraction and Retention –* Our core values place a strong importance on our people, which we believe make us an employer of choice. We understand the importance of attracting and retaining the best talent to sustain our history of success and build long-term value. We strive to offer some of the most competitive pay and benefits in the industry in which we operate and are continually looking for new opportunities to ensure that we attract and retain our people. *Training and Development–* We strive to provide an environment where our people are connected to their teams, passionate about what they do, and supported to deliver their best efforts and results. From individual contributors to managers and senior leaders, we want to empower our employees to take control of their career growth and realize their full potential through meaningful training and development opportunities. *Health, Safety, and Well-Being –* The safety, health, and well-being of our people are a top priority for Regency. We strive to provide a benefit package that is comprehensive, competitive, and thoughtfully designed to attract and retain the best in the business. We prioritize employee safety at our centers and offices, and require contractors working at our sites to engage in safe work practices. *Our Communities –* Our predominately grocery-anchored neighborhood and community shopping centers provide many benefits to the communities in which we live and work, including significant local economic impacts in the form of investment, jobs, and taxes. Our local teams are passionate about investing in and engaging with our communities as they customize and cultivate our centers to create a distinctive environment to bring our tenants and shoppers together for the best retail experience. We believe philanthropy and charitable giving are important elements of our corporate responsibility commitment to the communities in which we operate. Throughout 2023, Regency supported its employees to serve and invest in community organizations through volunteer and financial support. Charitable contributions were made directly by the Company, as well as by the vast majority of our employees who donated their time and money to local non-profits directly serving their communities. Furthermore, as part of our strategy, we continued to improve our communities by investing in property enhancements and placemaking at our new and existing shopping centers. *Ethics and Governance –* As long-term stewards of our investors’ capital, we are committed to best-in-class corporate governance. To create long-term value for our stakeholders, we place great emphasis on our culture and core values, the integrity and transparency of our reporting practices, and our overall governance structure in respect of oversight and shareholder rights. To continue to strive for the best achievable mix of skills, experience, backgrounds, tenures, and competencies, including gender, ethnicity, age, and other attributes, Regency’s Board of Directors annually reviews its overall composition and succession planning process. As an outcome of this process, on September 26, 2022, the Company's Board of Directors elected Kristin A. Campbell to serve as one of the Regency's directors effective January 15, 2023. Ms. Campbell’s skill set, background, experience and competencies align with Regency’s ongoing commitment to board refreshment and best-in-class corporate governance. *Environmental Stewardship –* We believe sustainability is in the best interest of our investors, tenants, employees, and the communities in which we operate, and we strive to integrate sustainable practices throughout our business. We have identified eight strategic priorities to foster sustainable business practices and minimize both our environmental impact and the long-term risks to Regency’s business: green building, energy efficiency, electric vehicle charging stations, renewable energy, greenhouse gas emissions (“GHG”) reduction, water conservation, waste management, and climate change as it applies to our real estate portfolio. We believe these strategic priorities are not only the right thing to do to address environmental concerns such as climate change, resource scarcity and pollution (including GHG emissions reduction), but also support our achievement of key strategic financial and business objectives relating to our operations and development and redevelopment projects. Throughout 2023, we continued to make progress towards our target to reduce GHG emissions and collaborate closely with our tenants to minimize their operational environmental impact. Aligned with the Science Based Targets initiative (SBTi), our target aims to reduce our absolute Scope 1 and 2 GHG emissions by 28% by 2030, measured against a 2019 baseline year, and to achieve net-zero Scope 1 and 2 GHG emissions across all operations by 2050. In addition, the Company has established targets to enhance energy efficiency, manage water and waste responsibly and invest in renewable energy sources and electric vehicle charging stations. These targets reflect our proactive stance in addressing environmental challenges and contributing to a more sustainable future. Regency’s progress towards these targets, together with our strategy and efforts influenced by climate change, are further described in our 2022 Corporate Responsibility Report. Based on our current estimates and asset base, we do not expect the pursuit of these targets to materially impact our operating results and financial condition. As a long-term owner, operator, and developer of real estate, we acknowledge the potential for climate change to have a material impact on our properties, people, and long-term success. Regency wants to ensure that our properties can safely, sustainably, and responsibly withstand the test of time. We continue to refine our understanding of our exposure to climate-related impacts by conducting ongoing property-level analysis as well as the risks that climate change may pose to our business. ### Compliance with Governmental Regulations We are subject to various regulatory and tax-related requirements within the jurisdictions in which we operate. Changes to such requirements may result in unanticipated material financial impacts or adverse tax consequences and could materially affect our operating results and financial condition. Significant regulatory requirements include the laws and regulations described below. #### REIT Laws and Regulations We have elected to be taxed as a REIT under the federal income tax laws. As a REIT, we are generally not subject to federal income tax on taxable income that we distribute to our shareholders. Under the Internal Revenue Code (the "Code"), REITs are subject to numerous regulatory requirements, including the requirement to generally distribute at least 90% of taxable income each year. We will be subject to federal income tax on our taxable income at regular corporate rates if we fail to qualify as a REIT for tax purposes in any taxable year, or to the extent we distribute less than 100% of our taxable income. We will also generally not qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost. Even if we qualify as a REIT for federal income tax purposes, we may be subject to certain state and local income and franchise taxes and to federal income and excise taxes on our undistributed taxable income. We have elected to treat certain of our subsidiaries as taxable REIT subsidiaries ("TRS"). In general, a TRS may engage in any real estate business and certain non-real estate businesses, subject to certain limitations under the Code. A TRS is subject to federal and state income taxes which, to date, have not been material to us. #### Environmental Laws and Regulations Under various federal, state and local laws, ordinances and regulations (collectively, "environmental laws"), we may be liable for some or all of the cost to assess and remediate certain hazardous substances at our shopping centers. To the extent any environmental issues arise, they most typically stem from the historic practices of current and former dry cleaners, gas stations, and other similar businesses at our centers, as well as the presence of asbestos in some structures. These environmental laws often impose liability without regard to whether the owner knew of, or committed the acts or omissions that caused the presence of the hazardous substances. The presence of such substances, or the failure to properly address contamination caused by such substances, may adversely affect our ability to sell or lease the property or borrow using the property as collateral, and could result in claims by and liabilities to third parties relating to contamination that emanated from our properties. Although we have a number of properties that could require or are currently undergoing varying levels of assessment and remediation, known environmental liabilities are not currently expected to have a material impact on our financial condition. ### Information About Our Executive Officers Our executive officers are appointed by our Board of Directors and each of our executive officers has been employed by us for more than five years. As of the date of this Report, our executive officers are: | Name | Age | Title | Executive Officer in Position Shown Since | | --- | ---: | --- | --- | | Martin E. Stein, Jr. | 71 | Executive Chairman of the Board of Directors | 2020 (1) | | Lisa Palmer | 56 | President and Chief Executive Officer | 2020 (2) | | Michael J. Mas | 48 | Executive Vice President, Chief Financial Officer | 2019 (3) | | Alan T. Roth | 48 | East Region President & Chief Operating Officer | 2023 (4) | | Nicholas A. Wibbenmeyer | 43 | West Region President & Chief Investment Officer | 2023(5) | (1) Mr. Stein was appointed Executive Chairman of the Board of Directors effective January 1, 2020. Prior to this appointment, Mr. Stein served as Chief Executive Officer from 1993 through December 31, 2019 and Chairman of the Board since 1999. (2) Ms. Palmer was named Chief Executive Officer effective January 1, 2020, in addition to her responsibilities as President, a position she has held since January 2016. Prior to this appointment, Ms. Palmer served as Chief Financial Officer since January 2013. Prior to that, Ms. Palmer served as Senior Vice President of Capital Markets since 2003 and has been with the Company since 1996. (3) Mr. Mas assumed the responsibilities of Executive Vice President, Chief Financial Officer effective August 2019. Prior to this appointment, Mr. Mas served as Managing Director, Finance, since February 2017, and Senior Vice President, Capital Markets, since 2013, and has been with the Company since 2003. (4) Mr. Alan T. Roth was named East Region President & Chief Operating Officer, effective January 1, 2024. Prior to this appointment, Mr. Roth served as Executive Vice President, National Property Operations and East Region President, since 2023, and Senior Managing Director, East Region since 2020. Prior to that, he served as Managing Director Northeast Region since 2016 and has been with the Company since 1997. (5) Mr. Nicholas A. Wibbenmeyer was named West Region President & Chief Investment Officer, effective January 1, 2024. Prior to this appointment, Mr. Wibbenmeyer served as Executive Vice President, West Region President since 2023 and Senior Managing Director, West Region since 2020. Prior to that, he served as Managing Director of Florida and the Midwest Region since 2016, and has been with the Company since 2005. ### Company Website Access and SEC Filings Our website may be accessed at www.regencycenters.com. All of our filings with the SEC can be accessed free of charge through our website promptly after filing; however, in the event that the website is inaccessible, we will provide paper copies of our most recent annual report on Form 10-K, the most recent quarterly report on Form 10-Q, current reports filed or furnished on Form 8-K, and all related amendments, excluding exhibits, free of charge upon request. These filings are also accessible on the SEC's website at www.sec.gov. The content of our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. ### General Information Our registrar and stock transfer agent is Broadridge Corporate Issuer Solutions, LLC ("Broadridge"), Edgewood, NY. We offer a dividend reinvestment plan ("DRIP") that enables our shareholders to reinvest dividends automatically, as well as to make voluntary cash payments toward the purchase of additional shares. For more information, contact Broadridge toll free at (877) 830-4936 or our Shareholder Relations Department at (904) 598-7000. The Company's stock is listed on the NASDAQ Global Select Market, with its common stock traded under the ticker symbol "REG," and the Company's 6.250% Series A Cumulative Redeemable Preferred Stock, and 5.875% Series B Cumulative Redeemable Preferred Stock trade under the ticker symbols "REGCP", and "REGCO", respectively. Our independent registered public accounting firm is KPMG LLP, Jacksonville, Florida, Firm ID 185. ### Annual Meeting of Shareholders Our 2024 annual meeting of shareholders is currently expected to be held on Wednesday, May 1, 2024, and will be conducted in a virtual-only format to the extent permitted by applicable 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 ("Nareit FFO") includes certain non-comparable items that affect our period-over-period performance. Core Operating Earnings excludes from Nareit FFO: (i) transaction related income or expenses, (ii) gains or losses from the early extinguishment of debt, (iii) certain non-cash components of earnings derived from straight-line rents, above and below market rent amortization, and debt and derivative mark-to-market amortization, and (iv) other amounts as they occur. We provide reconciliations of both Net Income Attributable to Common Shareholders to Nareit FFO and Nareit FFO to Core Operating Earnings. - *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. - *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 EBITDAre 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 EBITDAre to Operating EBITDAre. - *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. The presentation of Pro-rata information has limitations which include, but are not limited to, the following: - The amounts shown on the individual line items were derived by applying our overall economic ownership interest percentage determined when applying the equity method of accounting and do not necessarily represent our legal claim to the assets and liabilities, or the revenues and expenses; and - Other companies in our industry may calculate their Pro-rata interest differently, limiting the comparability of Pro-rata information. Because of these limitations, the Pro-rata financial information should not be considered independently or as a substitute for our financial statements as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP financial statements, using the Pro-rata information as a supplement. - *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. ## Risk factors As filed, 75,104 characters. Our operations are subject to a number of risks and uncertainties including, but not limited to, those listed below. When considering an investment in our securities, carefully read and consider these risks, together with all other information in our other filings and submissions to the SEC, which provide much more information and detail. If any of the events described in the following risk factors actually occur, our business, financial condition and/ or operating results, as well as the market price of our securities, could be materially adversely affected. ### Risk Factors Related to the Current Economic and Geopolitical Environments **Interest rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price.** On multiple occasions during 2022 and 2023, the Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") raised its benchmark federal funds rate, which has led to numerous increases in interest rates in the credit markets, with further increases possible. Higher interest rates may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers. Additionally, higher interest rates adversely impact our cost of borrowing. Our exposure to higher interest rates in the short term includes our variable-rate borrowings, which consist of borrowings under our unsecured senior line of credit and variable rate based secured notes payable. Increases in interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. Prolonged periods of higher interest rates may negatively impact the valuation of our real estate asset portfolio and could result in a decline of our stock price and market capitalization, which may adversely impact our ability and willingness to raise equity capital on favorable terms through sales of our common shares, including through our At the Market ("ATM") program. Although the extent of any prolonged periods of higher interest rates remains unknown at this time, negative impacts to our cost of capital may also adversely affect our future business plans and growth, at least in the near term. **Current economic challenges, including the potential for recession, may adversely impact our tenants and our business.** The success of our tenants in operating their businesses and their corresponding ability to pay us rent continue to be significantly impacted by many current economic challenges, which impact their cost of doing business, including, but not limited to, inflation, labor shortages, supply chain constraints, decreasing consumer confidence and discretionary spending, and increasing energy prices and interest rates. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States, including the potential for a recession. These economic challenges could adversely impact our volume of leasing activity, which could include tenant move outs and/or higher levels of uncollectible lease income, as well as negatively affect the business and financial results of our tenants. The aggregate impacts of these current economic challenges may also negatively affect the overall market for retail space, resulting in decreased demand for space in our centers. This, in turn, could result in pricing pressure on rent that we are able to charge to new or renewing tenants, such that future rent spreads could be adversely impacted. Further, we may experience higher costs for tenant buildouts, as costs of materials and labor may increase and supply and availability of both may become more limited. **Unfavorable developments 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 or lack of available credit, the failure of individual institutions, or the inability of individual institutions or the banking and financial service industry generally to meet their contractual obligations, could significantly impair our access to capital, delay access to deposits or other financial assets, or cause actual loss of funds subject to cash management arrangements. Similarly, these events, concerns or speculation could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us and our tenants to acquire financing on acceptable terms or at all. Additionally, our critical vendors and business partners also could be adversely affected by these risks as described above, which in turn could result in their committing a breach or default under their contractual agreements with us, their insolvency or bankruptcy, or other adverse effects. Any decline in available funding, lack of credit in the commercial real estate market, or access to cash and liquidity resources, or non-compliance of banking and financial services counterparties with their contractual commitments to us, our tenants or our critical vendors and business partners could, among other risks, have material adverse impacts on our ability to meet our operating expenses and other financial needs, could result in breaches of our financial and/or contractual obligations, and could have material adverse impacts on our business, financial condition and results of operations. **Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and financial condition.** The success of our business, and the businesses of our tenants, largely depends on consumer spending. While we currently own no shopping centers or other assets outside of the U.S. nor have meaningful direct international supply chain exposure, geopolitical challenges and their potential impact on the global macroeconomic environment, including the war involving Russia and Ukraine, Middle East conflicts and wars, and the economic and other possible conflicts involving China (including any slowing of its economy), could impact aspects of the U.S. economy and, therefore, consumer spending. In addition, these geopolitical challenges could impact other areas of the U.S. economy, which could impact our business and the businesses of our tenants through rising inflation and interest rates (and, hence, reduced availability and/or increased costs of borrowing), increased energy prices, labor shortages, supply chain constraints and, potentially, a U.S. economic recession. It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effects they may have on global political and economic conditions over the long term. However, a substantial delay in or lack of resolution of these challenges could have an adverse impact on the U.S. economy and consumer spending and, therefore, an adverse effect on our results of operations and the financial condition of the Company. ### Risks Relating to Regency's Financial Performance Relating to the Urstadt Biddle Merger **Regency may not realize the anticipated benefits and synergies from the Urstadt Biddle merger.** On August 18, 2023, Regency completed its merger with Urstadt Biddle. The success of the merger will depend, in part, on Regency’s ability to realize the anticipated benefits from successfully combining its and Urstadt Biddle’s businesses. Regency is devoting substantial management attention and resources to integrating its and Urstadt Biddle’s business practices and operations so that Regency can fully realize the anticipated benefits of the mergers. Nonetheless, the business and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated. The mergers could also result in the assumption of unknown or contingent liabilities. Potential difficulties Regency may encounter in the integration process include the following: - the inability to successfully combine the businesses of Regency and Urstadt Biddle in a manner that permits Regency to achieve the cost savings anticipated to result from the mergers, which would result in some anticipated benefits of the mergers not being realized in the time frame currently anticipated, or at all; - the failure to integrate operations and internal systems, programs and controls; - the inability to successfully realize the anticipated value from some of Urstadt Biddle’s assets; - lost sales, loss of tenants and other commercial relationships; - the complexities associated with managing the combined company; - the complexities of combining two companies with different histories, cultures, markets, strategies and customer bases; - the failure to retain key employees of either of the two companies that may be difficult to replace; - the disruption of each company’s ongoing businesses or inconsistencies in services, standards, controls, procedures and policies; - potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the mergers; and - performance shortfalls as a result of the diversion of management’s attention caused by completing the mergers and integrating Regency’s and Urstadt Biddle’s operations. As a result, the anticipated benefits of the mergers may not be realized fully within the expected time frame or at all or may take longer to realize or cost more than expected, which could adversely affect Regency’s business, financial condition, results of operations and growth prospects. ### Risk Factors Related to Pandemics or other Health Crises **Pandemics or other health crises, such as the COVID-19 pandemic, may adversely affect our tenants' financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition.** In response to the COVID-19 pandemic, federal, state, and local governments mandated or recommended various actions to reduce or prevent the spread of COVID-19, which altered customer behaviors and temporarily limited many of our tenants’ ability to operate. As a result, certain tenants requested rent concessions or sought to renegotiate future rents based on changes to the economic environment. Some tenants chose not to reopen or to honor the terms of their lease agreements. In addition, moratoria and other legal restrictions in certain states impacted our ability to bring legal action to enforce our leases and our ability to collect rent. Should federal, state, and local governments mandate or recommend lockdowns again in the future due to a pandemic or other similar health crises, tenants could request rent concessions or seek to renegotiate future rents. In the event of future pandemics or similar health crises, consumers could elect to make more of their purchases online instead of in physical stores and businesses could delay executing new or renewals of leases amidst the immediate and uncertain economic impacts. These developments, coupled with potential tenant failures and a reduction in newly-formed businesses, could result in decreased demand for retail space in our centers, which could result in lower occupancy or higher levels of uncollectible lease income, as well as downward pressure on rents. Additionally, delays in construction of tenant improvements due to the impacts of constraints on supply chains and labor, resulting from government ordered lockdowns, could result in delayed rent commencement due to it taking longer for new tenants to open and operate. Although the vast majority of our lease income is derived from contractual rent payments, the ability of certain of our tenants to meet their lease obligations could be negatively impacted by the disruptions and uncertainties of a new virus strain of COVID-19 or any future pandemic or other health crisis. Our tenants' ability to respond to these disruptions and uncertainties, including adjusting to governmental orders and changes in their customers' shopping habits and behaviors, may impact their ability to survive, and ultimately, their ability to comply with their lease obligations. Our future results of operations and overall financial performance could be uncertain should a new virus strain of COVID-19, or any future pandemic or other health crises occur. ### Risk Factors Related to Operating Retail-Based Shopping Centers **Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses.** Our properties are leased primarily to retail tenants from whom we derive most of our revenue in the form of base rent, expense recoveries and other income. Therefore, our performance and operating results are directly linked to the economic and market conditions occurring in the retail industry. We are subject to the risks that, upon expiration, leases for space in our properties are not renewed by existing tenants, vacant space is not leased to new tenants, and/or tenants demand modified lease terms, including costs for renovations or concessions. The economic and market conditions potentially affecting the retail industry and our properties specifically include the following: - changes in national, regional and local economic conditions; - changes in population and migration patterns to/from the markets in which we operate; - deterioration in the competitiveness and creditworthiness of our retail tenants; - increased competition from the use of e-commerce by retailers and consumers as well as other concepts that could impact more traditional retail; - labor challenges and supply delays and shortages due to a variety of macroeconomic factors, including disruptions to global supply chains as a result of wars involving Russia and Ukraine, Israel and Gaza, the slowing of China's economy, pandemics, and/or inflationary pressures; - tenant bankruptcies and subsequent rejections of our leases; - reductions in consumer spending and retail sales, including inflationary impacts on consumer behavior; - reduced tenant demand for retail space; - oversupply of retail space; - reduced consumer demand for certain retail categories; - consolidation within the retail sector; - increased operating costs attendant to owning and operating retail shopping centers; - perceptions by retailers and shoppers of the safety, convenience and attractiveness of our properties; and - other factors which could alter shopping habits or otherwise deter customers from visiting our shopping centers, such as criminal activity, including civil unrest, acts of terrorism, or other types of violent crimes. To the extent that any or a combination of these conditions occur, they are likely to impact the retail industry, our retail tenants, the emergence of new tenants, the demand for retail space, market rents and rent growth, capital expenditures, the percent leased levels of our properties, the value of our properties, our ability to sell, acquire or develop properties, our operating results and our cash flows. **Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up may adversely impact our revenues, results of operations, and cash flows.** Retailers are increasingly impacted by e-commerce and changes in customer buying habits, including shopping from home and the delivery or curbside pick-up of items ordered online. Retailers are considering these customer buying habits and other trends when making decisions regarding their brick and mortar stores and how they will compete and innovate in a rapidly changing retail environment. Many retailers in our shopping centers provide services or sell goods which have historically been less likely to be purchased online; however, the continuing change in customer buying habits, including increase in e-commerce sales in all retail categories may cause retailers to adjust the size or number of their retail locations in the future or close stores. For example, our grocer tenants are incorporating e-commerce concepts through home delivery and curbside pick-up, which could reduce foot traffic at our centers. These alternative delivery methods are more likely to impact foot traffic at our centers in certain higher-income markets where consumers are willing to pay premiums for such services. Changes in customer buying habits and shopping trends may also impact the profitability and financial condition of retailers that do not adapt to changes in market conditions, and therefore may impact their ability to pay rent. This shift may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows. **Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow.** Economic conditions in markets where our properties are concentrated can greatly influence our financial performance. Our properties in California and Florida represent 23.4% and 19.3%, respectively, of our annualized base rent. Our revenues and cash flow may be adversely affected by this geographic concentration if market conditions, such as supply of or demand for retail space, deteriorate more significantly in these states compared to other geographic areas. Additionally, there is a risk that businesses and residents in major metropolitan cities may relocate to different states or suburban markets. **Our success depends on the continued presence and success of our "anchor" tenants.** "Anchor Tenants" (tenants occupying 10,000 square feet or more) operate large stores in our shopping centers, pay a significant portion of the total rent at a property and contribute to the attraction and success of other tenants by drawing shoppers to the property. Our net income and cash flow may be adversely affected by the loss of revenues and incurrence of additional costs in the event a significant Anchor Tenant: - becomes bankrupt or insolvent; - experiences a downturn in its business; - shifts its capital allocation away from brick and mortar formats; - materially defaults on its leases; - does not renew its leases as they expire; - renews at lower rental rates and/or requires a tenant improvement allowance; or - renews but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to re-lease the vacated space. Some anchors have the right to vacate their space and may prevent us from re-tenanting by continuing to comply and pay rent in accordance with their lease agreement. Vacated "Anchor Space" (spaces 10,000 square feet or more), including space that may be owned by the anchor (as discussed below), can reduce rental revenues generated by the shopping center in other spaces because of the loss of the departed anchor's customer drawing power. In addition, if a significant tenant vacates a property, so-called "co-tenancy clauses" in select leases may allow other tenants to modify or terminate their rent payment or other lease obligations. Co-tenancy clauses have several variants: they may allow a tenant to postpone a store opening if certain other tenants fail to open their stores; they may allow a tenant to close its store prior to lease expiration if another tenant closes its store prior to lease expiration; or more commonly, they may allow a tenant to pay reduced levels of rent until a certain number of tenants open their stores within the same shopping center. Additionally, some of our shopping centers are anchored by retailers who own their space in a location that is within or immediately adjacent to our shopping center ("shadow anchors"). In those cases, the shadow anchors appear to the consumer as a retail tenant of the shopping center and, as a result, attract additional consumer traffic to the center. In the event that a shadow Anchor Space becomes vacant, it could negatively impact our center as consumer traffic would likely be reduced. **A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants are not successful, or if the demand for the types or mix of tenants significantly change.** At December 31, 2023, tenants with less than three locations ("Local Tenants") represent approximately 22% of annualized base rent. Local Tenants vary from retail shops and restaurants to service providers. These Local Tenants may be more vulnerable to negative economic conditions and changing customer buying habits and retail trends as they may have more limited resources and access to capital than other tenants. As such, in the event of such changing conditions, habits and trends, they may suffer disproportionately greater impacts and be at greater risk of lease default than other tenants. ### We may be unable to collect balances due from tenants in bankruptcy. Although lease income is supported by long-term lease contracts, tenants who file for bankruptcy have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent may be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to recover our claim and to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we may experience a significant reduction in our revenues and may not be able to collect all pre-petition amounts owed by the bankrupt tenant. **Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases.** Certain costs and expenses associated with our operating our properties, such as real estate taxes, insurance, utilities and common area expenses, generally do not decrease in the event of reduced occupancy or rental rates, non-payment of rents by tenants, general economic downturns, pandemics or other similar circumstances. In fact, in some cases, such as real estate taxes and insurance, they may actually increase despite such events. As such, we may not be able to lower the operating expenses of our properties sufficiently to fully offset such circumstances and may not be able to fully recoup these costs from our tenants. In such cases, our cash flows, operating results and financial performance may be adversely impacted. **Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have a material negative effect on us.** All of our properties are required to comply with the Americans with Disabilities Act ("ADA"), which generally requires that buildings be made accessible to people with disabilities. Compliance with ADA requirements may require removal of access barriers, and noncompliance may result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. While the tenants to whom we lease space in our properties are obligated by law to comply with the ADA provisions, and typically under tenant leases are obligated to cover costs associated with compliance, if required changes involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of these tenants to cover costs may be adversely affected. In addition, we are required to operate the properties in compliance with fire and safety regulations and building codes as they may be adopted by governmental entities and become applicable to the properties. Costs to be in compliance with the ADA or any other building, fire, and safety regulations could have a material negative impact on our results of operations. ### Risk Factors Related to Real Estate Investments **Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income.** Our real estate properties are carried at cost unless circumstances indicate that the carrying value of these assets may not be recoverable which may result in impairment. We evaluate whether there are any indicators, including declines in property operating performance and general market conditions, such that the value of the real estate properties (including any related tangible or intangible assets or liabilities, including goodwill) may not be recoverable and therefore may be impaired. Our evaluation includes several key assumptions, including rental rates, costs of tenant improvements, leasing commissions, anticipated holding periods, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and may differ materially from actual results. Changes in our investment, redevelopment, and disposition strategies or changes in the market where an asset is located may alter management's intended holding period of an asset or asset group, which may result in an impairment loss and such loss may be material to our financial condition or operating performance. The fair value of real estate assets is subjective and is determined through the use of comparable sales information and other market data if available, or through use of an income approach such as the direct capitalization method or the discounted cash flow approach. Such cash flow projections take into account expected future operating income, trends and prospects, as well as the effects of demand, competition and other relevant criteria, and therefore are subject to management judgment. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information. These subjective assessments have a direct impact on our net income because recording an impairment charge results in an immediate negative adjustment to net income, which may be material. There can be no assurance that we will not record impairment charges in the future related to our assets. **We face risks associated with development, redevelopment, and expansion of properties.** We actively pursue opportunities for new retail development and existing property redevelopment and/or expansion. Development and redevelopment activities require various government and other approvals for entitlements, and any delay in such approvals may significantly delay development and redevelopment projects. We may not recover our investment in our projects for which approvals are not received, and delays may adversely impact our expected returns. Additionally, changes in political elections and policies may impact our ability to obtain favorable land use and zoning for in-process and future developments and redevelopment projects. We are subject to other risks associated with these activities, including the following: - we may be unable to lease developments or redevelopments to full occupancy on a timely basis; - the occupancy rates and rents of a completed project may not be sufficient to make the project profitable, or otherwise not meet our investment return expectations; - actual costs of a project may exceed original estimates, possibly making the project unprofitable, or not meet our investment return expectations; - delays in the development or construction process may increase our costs; - construction cost increases may reduce investment returns on development and redevelopment opportunities; - we may abandon development or redevelopment opportunities and lose our investment due to adverse market conditions; - the size of our development and redevelopment pipeline may strain our labor or capital capacity to complete the development and redevelopment projects within targeted timelines and may reduce our investment returns; - a reduction in the demand for new retail space may reduce our future development and redevelopment activities, which in turn may reduce our NOI; and - changes in the level of future development and redevelopment activity may adversely impact our results of operations by reducing the amount of internal overhead costs that may be capitalized. **We face risks associated with the development of mixed-use commercial properties.** If we engage in more complex acquisitions and mixed-use development and redevelopment projects, there could be more unique risks to our return on investment. Mixed-use projects refer to real estate projects that, in addition to retail space, may also include space for residential, office, hotel or other commercial purposes. We have less experience in developing and managing non-retail real estate than we do retail real estate. As a result, if a development or redevelopment project includes a non-retail use, we may seek to develop that component ourselves, sell the rights to that component to a third-party developer, or partner with a developer. - If we decide to develop the non-retail components ourselves, we would be exposed not only to those risks typically associated with the development of commercial real estate, but also to risks associated with developing, owning, operating or selling non-retail real estate, including but not limited to more complex entitlement processes and multiple-story buildings. These unique risks may adversely impact our return on investment in these mixed-use development projects. - If we sell the non-retail components, our retail component will be impacted by the decisions made by the other owners, and actions of those occupying the non-retail spaces in these mixed-use properties. - If we partner with a developer, it makes us dependent upon the partner's ability to perform and to agree on major decisions that impact our investment returns of the project. In addition, there is a risk that the non-retail developer may default on its obligations necessitating that we complete the other components ourselves, including providing necessary financing. ### We face risks associated with the acquisition of properties. Our investment strategy includes investing in high-quality shopping centers that are leased to market-leading grocers, category-leading anchors, specialty retailers, and/or restaurants located in areas with above average household incomes and population densities. The acquisition of properties and/or real estate entities entails risks that include, but are not limited to, the following, any of which may adversely affect our results of operations and cash flows: - properties we acquire may fail to achieve the occupancy or rental rates we project, within the time frames we estimate, which may result in the properties' failure to achieve expected investment returns; - our investigation of an entity, property or building prior to our acquisition, and any representation we may have received from such seller, may fail to reveal various liabilities including defects, necessary repairs or environmental matters requiring corrective action, which may increase our costs; - our estimate of the costs to improve, reposition or redevelop a property may prove to be too low, or the time we estimate to complete the improvement, repositioning or redevelopment may be too short, either of which may result in the property failing to achieve our projected return, either temporarily or permanently; - we may not recover our costs from an unsuccessful acquisition; - our acquisition activities may distract or strain our management capacity; and - we may not be able to successfully integrate an acquisition into our existing operations platform. ### We may be unable to sell properties when desired because of market conditions. Our properties, including their related tangible and intangible assets, represent the majority of our total consolidated assets and they may not be readily convertible to cash. Market conditions, including macroeconomic events, pandemics and other health crises, may impact our ability to sell properties on our preferred timing and at prices and returns we deem acceptable. As a result, our ability to sell one or more of our properties, including properties held in joint ventures, in response to changes in economic, industry, financial market, or other conditions may be limited. The real estate market is affected by many factors, such as general economic conditions, availability and terms of financing, interest rates and other factors, including supply and demand for space, that are beyond our control. There may be less demand for lower quality properties that we have identified for ultimate disposition in markets with uncertain economic or retail environments, and where buyers are more reliant on the availability of third party mortgage financing. If we want to sell a property, we can provide no assurance that we will be able to dispose of it in the desired time period or at all or that the sales price of a property will be attractive at the relevant time or even exceed the carrying value of our investment. ### Changes in tax laws could impact our acquisition or disposition of real estate. Certain properties we own have a low tax basis, which may result in a meaningful taxable gain on sale. We utilize, and intend to continue to utilize, Internal Revenue Code Section 1031 like-kind exchanges to tax-efficiently buy and sell properties; however, there can be no assurance that we will identify properties that meet our investment objectives for acquisitions or that changes to the tax laws do not eliminate the benefits of effectuating 1031 exchanges, or significantly change the requirements for a transaction to qualify for 1031 exchange treatment. In the event that we cannot or do not utilize 1031 exchanges, we may be required to distribute the gain proceeds to shareholders or pay income tax, which may reduce our cash flow available to fund our commitments or other priorities. ### Risk Factors Related to the Environment Affecting Our Properties **Climate change may adversely impact our properties directly and may lead to additional compliance obligations and costs as well as additional taxes and fees.** While we work with experts to plan for the impacts of climate change on our business, we cannot reliably predict the extent, rate, timing, or impact of climate change. To the extent climate change causes adverse changes in weather patterns, our properties in certain markets, especially those nearer to the coasts, may experience increases in storm frequency and intensity and rising sea‑levels. Further, population migration may occur in response to these or other factors and negatively impact our centers. For example, climate and other environmental changes may result in more unpredictable or decreased demand for retail space at certain of our properties, reduced rent or, in extreme cases, our inability to operate certain properties at all. Climate change may also have indirect effects on our business by increasing the cost of insurance or making insurance unavailable. While the federal government has not yet enacted comprehensive legislation to address climate change that would directly impact us, certain states in which we own and operate shopping centers, including California and New York, have done so. Compliance with these and future new laws or regulations related to climate change may require us to make additional investments in or for our existing properties, resulting in increased capital expenditures and operating costs, implement new or additional processes and controls to facilitate compliance, and/or pay additional energy, insurance, taxes and related fees and costs. At this time, there can be no assurance that we can anticipate all potential material impacts of climate change, or that climate change will not have a material adverse effect on the value of our properties and our financial performance in the future. **Geographic concentration of our properties makes our business more vulnerable to natural disasters, severe weather conditions and climate change.** A significant number of our properties are located in areas that are susceptible to earthquakes, tropical storms, hurricanes, tornadoes, wildfires, sea-level rise, and other natural disasters. At December 31, 2023, 18.7% of the GLA of our portfolio is located in the state of California, including a number of properties in the San Francisco Bay and Los Angeles areas. Additionally, 20.1% and 7.1% of the GLA of our portfolio is located in the states of Florida and Texas, respectively. Insurance costs for properties in these areas have increased significantly, and recent intense weather conditions may cause property insurance premiums to increase significantly in the future. We recognize that the frequency and / or intensity of extreme weather events, and other climatic changes may continue to increase, and as a result, our exposure to these events may increase. These weather conditions may disrupt our business and the business of our tenants, which may affect the ability of some tenants to pay rent and may reduce the willingness of tenants or residents to remain in or move to these affected areas. Therefore, as a result of the geographic concentration of our properties, we face risks, including disruptions to our business and the businesses of our tenants and higher costs, such as uninsured property losses, higher insurance premiums, and potential additional regulatory requirements by government agencies in response to perceived risks. **Costs of environmental remediation may adversely impact our financial performance and reduce our cash flow.** Under various federal, state, and local laws, an owner or manager of real property may be liable for some or all the costs to assess and remediate the presence of hazardous substances on the property, which in our case most typically arise from current or former dry cleaners, gas stations, asbestos usage, and historic land use practices. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous substances, which may adversely impact our financial performance and reduce our cash flow. The presence of, or the failure to properly address the presence of, hazardous substances may adversely affect our ability to sell or lease the property or borrow using the property as collateral. We can provide no assurance that we are aware of all potential environmental liabilities or their ultimate cost to address; that our properties will not be affected by tenants or nearby properties or other unrelated third parties; and that future uses or conditions, or changes in environmental laws and regulations, or their interpretation, will not result in additional material environmental liabilities to us. ### Risk Factors Related to Corporate Matters **An increased focus on metrics and reporting related to environmental, social and governance ("ESG") factors, may impose additional costs and expose us to new risks.** Investors have become more focused on understanding how companies address a variety of ESG factors. As they evaluate investment decisions, many investors look not only at company disclosures but also to ESG rating systems that have been developed by third parties to allow ESG comparisons between companies. Although we participate in a number of these ratings systems, we do not participate in all such systems, and may not score as well in all of the available ratings systems as other REITs and real estate operators. Further, the criteria used in these ratings systems may conflict with each other and change frequently, and we cannot guaranty that we will be able to score well in the future. We supplement our participation in ratings systems by disclosing on our website information about our ESG activities, but some investors may desire additional disclosures that we do not provide. In addition, the SEC is currently considering adopting new regulations that would impose additional ESG disclosure and other compliance requirements on us. California has adopted a number of climate disclosure laws which will increase our compliance costs and require us to make additional climate disclosures. Other states are considering legislation similar to California’s new laws. Failure to participate in certain of the third-party ratings systems, failure to score well in those ratings systems or failure to provide certain ESG disclosures could adversely impact us when investors compare us against similar companies in our industry, and could cause certain investors to be unwilling to invest in our stock, which could adversely impact our stock price and our ability to raise capital. In addition, failure to comply with new government climate and other ESG disclosure obligations could subject us to significant fines and penalties. **An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties.** We carry liability, fire, flood, terrorism, business interruption, and environmental insurance for our properties. Some types of losses, such as losses from named windstorms, earthquakes, terrorism, or wars may have more limited coverage, or in some cases, can be excluded from insurance coverage. In addition, it is possible that the availability of insurance coverage in certain areas may decrease in the future, and the cost to procure such insurance may increase due to factors beyond our control. As a result, we may reduce the insurance we procure or we may elect or be compelled to self-insure or otherwise assume some of this risk. Should a loss occur at any of our properties that is in excess of the property or casualty insurance limits of our policies, we may lose part or all of our invested capital and revenues from such property, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders. Terrorist activities or violence occurring at our properties also may directly affect the value of our properties through damage, destruction or loss. Insurance for such acts may be unavailable or cost more resulting in an increase to our operating expenses and adversely affect our results of operations. To the extent that our tenants are affected by such attacks and threats of violence, their businesses may be adversely affected, including their ability to continue to meet obligations under their existing leases. **Failure to attract and retain key personnel may adversely affect our business and operations.** The success of our business depends, in significant part, on the leadership and performance of our executive management team and other key personnel, and our ability to attract, retain and motivate talented and diverse employees may significantly impact our future performance. Competition for these individuals is intense, and we cannot be assured that we will retain all of our executive management team and other key personnel or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any key personnel may have an adverse effect on us. ### Risk Factors Related to Our Partnerships and Joint Ventures **We do not have voting control over all of the properties owned in our real estate partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued.** We have invested substantial capital as a partner in a number of partnerships and joint ventures to acquire, own, lease, develop or redevelop properties. These activities are subject to the same risks as our investments in our wholly-owned properties. However, these investments, and other future similar investments may involve risks that would not be present were a third party not involved, including the possibility that partners or other owners might become bankrupt, suffer a deterioration in their creditworthiness, or fail to fund their share of required capital contributions. Partners or other owners may have economic or other business interests or goals that are inconsistent with our own business interests or goals, and may be in a position to take actions contrary to our policies or objectives. These investments, and other future similar investments, also have the potential risk of creating impasses on decisions, such as a sale or financing, because neither we nor our partner or other owner has full control over the partnership or joint venture. Disputes between us and partners or other owners might result in a premature termination of the applicable partnership or joint venture, or potentially litigation or arbitration, that may increase our investment and related risk as well as our costs and expenses associated with the investment, and distract management from sufficiently focusing their time and efforts on others areas of our business. In addition, we risk the possibility of being held liable for the actions of our partners or other owners. These factors may limit the return that we receive from such investments or cause our cash flows to be lower than our estimates. **The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders.** If partnerships owning a significant number of properties were dissolved for any reason, we could lose the asset, property management, leasing and construction management fees from these partnerships as well as the operating income of the properties, which may adversely affect our operating results and our cash available for distribution to stock and unit holders. Certain of our partnership operating agreements provide either member the ability to elect buy/sell clauses. The election of these dissolution provisions could require us to invest additional capital to acquire the partners’ interest or to sell our share of the property thereby losing the operating income and cash flow. ### Risk Factors Related to Funding Strategies and Capital Structure **Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties which may dilute earnings.** As part of our funding strategy, we sell properties that no longer meet our strategic objectives or investment standards and/or those with a limited future growth profile. These sales proceeds are used to fund debt repayment, acquisition of other properties, and new developments and redevelopments. An increase in market capitalization rates (which may or may not be driven by an increase in interest rates) or a decline in NOI may cause a reduction in the value of centers identified for sale, which would have an adverse impact on the amount of cash generated. Additionally, the sale of properties resulting in significant tax gains may require higher distributions to our stockholders or payment of additional income taxes in order to maintain our REIT status. **We depend on external sources of capital, which may not be available in the future on favorable terms or at all.** To qualify as a REIT, the Parent Company must, among other things, distribute to its stockholders each year at least 90% of its REIT taxable income (excluding any net capital gains). Because of these distribution requirements, we may not be able to fund all future capital needs with income from operations. In such instances, we would rely on third-party sources of capital, which may or may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of things, including the market's perception of our growth potential and our current and potential future earnings. Our access to debt depends on our credit rating, the willingness of creditors to lend to us and conditions in the capital markets. In addition to finding lenders willing to lend to us, we are dependent upon our joint venture partners to contribute their pro rata share of any amount needed to repay or refinance existing debt when lenders reduce the amount of debt our partnerships and joint ventures are eligible to refinance. In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage. Without access to external sources of capital, we would be required to pay outstanding debt with our operating cash flows and proceeds from property sales. Our operating cash flows may not be sufficient to pay our outstanding debt as it comes due and real estate investments generally cannot be sold quickly at a return we believe is appropriate. If we are required to deleverage our business with operating cash flows and proceeds from property sales, we may be forced to reduce the amount of, or eliminate altogether, our distributions to stock and unit holders or refrain from making investments in our business. ### Our debt financing may adversely affect our business and financial condition. Our ability to make scheduled payments or to refinance our indebtedness will depend primarily on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. In addition, we do not expect to generate sufficient operating cash flow to make balloon principal payments on our debt when due. If we are unable to refinance our debt on acceptable terms, we may be forced (i) to dispose of properties, which might result in losses, or (ii) to obtain financing at unfavorable terms, either of which may reduce the cash flow available for distributions to stock and unit holders. If we cannot make required mortgage loan payments, the mortgagee may foreclose on the property securing the mortgage. **Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition.** Our unsecured notes and unsecured line of credit (the "Line") contain customary covenants, including compliance with financial ratios, such as ratio of indebtedness to total asset value and fixed charge coverage ratio. These covenants may limit our operational flexibility and our investment activities. Moreover, if we breach any of the covenants in our debt agreements, and do not cure the breach within the applicable cure period, our lenders may require us to repay the debt immediately, even in the absence of a payment default. Many of our debt arrangements, including our unsecured notes and the Line, are cross-defaulted, which means that the lenders under those debt arrangements can require immediate repayment of their debt if we breach and fail to cure a default under certain of our other material debt obligations. As a result, any default under our debt covenants may have an adverse effect on our financial condition, our results of operations, our ability to meet our obligations, and the market value of our stock. **Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations.** Although a significant amount of our outstanding debt has fixed interest rates, we do borrow funds at variable interest rates under our credit facility, and certain secured borrowings. As of December 31, 2023, less than 1.0% of our outstanding debt was variable rate debt not hedged to fixed rate debt. Increases in interest rates would increase our interest expense on any variable rate debt to the extent we have not hedged our exposure to changes in interest rates. In addition, increases in interest rates will affect the terms under which we refinance our existing debt as it matures, to the extent we have not hedged our exposure to changes in interest rates. This would reduce our future earnings and cash flows, which may adversely affect our ability to service our debt and meet our other obligations and also may reduce the amount we are able to distribute to our stock and unit holders. **Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us.** We manage our exposure to interest rate volatility by using interest rate hedging arrangements. These arrangements involve risk, such as the risk that counterparties may fail to honor their obligations under these arrangements, and that these arrangements may not be effective in reducing our exposure to interest rate changes. There can be no assurance that our hedging arrangements will qualify for hedge accounting or that our hedging activities will have the desired beneficial impact on our results of operations. Should we desire to terminate a hedging arrangement, there may be significant costs and cash requirements involved to fulfill our obligations under the hedging arrangement. In addition, failure to effectively hedge against interest rate changes may adversely affect our results of operations. ### Risk Factors Related to Information Management and Technology **The unauthorized access, use, theft or destruction of tenant or employee personal, financial or other data, or of Regency's proprietary or confidential information stored in our information systems or by third parties on our behalf could impact our reputation and brand and expose us to potential liabilities and adverse financial impact.** Many of our information technology systems (including the systems of our real estate partners and other third-party business partners and service providers, whether cloud-based or hosted in our servers) contain personal, financial or other information that is entrusted to us by our tenants and employees. Many of our information technology systems contain our proprietary information and other confidential information related to our business. We are subject to attempts to compromise our information technology systems. To the extent we or a third party were to experience a material breach of our information technology systems that results in the unauthorized access, theft, use, destruction or other compromises of tenants' or employees' data or our confidential information stored in such systems, including through cyber-attacks such as ransomware, denial of service or other methods, such a breach may damage our reputation and cause us to lose tenants and employees, result in adverse financial impact, incur third party claims and cause disruption to our business and plans. Despite planning, preparation, and preventative measures, such attacks may be successful in the future and our business may be significantly disrupted if unable to quickly recover. Such security breaches also could result in a violation of applicable U.S. privacy and other laws, and potentially subject us to litigation and governmental investigations and proceedings, any of which could result in our exposure to material civil or criminal liability, and we may not be able to recover these expenses from our service providers, responsible parties, or insurance carriers. Despite the ongoing significant investments in technology and training we make relating to cybersecurity, we can provide no assurance that we will avoid or prevent such breaches or attacks. In addition, despite the implementation of security measures for our disaster recovery and business continuity plans, our information systems may be vulnerable to damage or other adverse impact from multiple sources other than cybersecurity risks, including computer viruses, energy blackouts, natural disasters, terrorism, war, and telecommunication failure. Any system failure or accident that causes disruption or interruptions to our information systems could result in a material disruption to our operations and business, and cause us to incur material costs to remedy such damages or adverse impacts. **The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.** As with many technological innovations, artificial intelligence (“AI") presents great promise but also risks and challenges that could adversely affect our business. Sensitive, proprietary, or confidential information of the Company, our tenants and employees, could be leaked, disclosed, or revealed as a result of or in connection with the use of generative AI technologies by our employees or vendors. Any such information input into a third-party generative AI or machine learning platform could be revealed to others, including if information is used to train the third party's generative AI or machine learning models. Additionally, where a generative AI or machine learning model ingests personal information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model. Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may appear correct. Due to these issues, these models could lead us to make flawed decisions that could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability. In addition, uncertainty in the legal regulatory regime relating to AI may require significant resources to modify and maintain business practices to comply with applicable law, the nature of which cannot be determined at this time. Several jurisdictions have already proposed or enacted laws governing AI. For example, on October 30, 2023, the Biden administration issued an Executive Order to, among other things, establish extensive new standards for AI safety and security. Other jurisdictions may decide to adopt similar or more restrictive legislation that may render the use of such technologies challenging. These obligations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, or require us to change our business practices. If we cannot use AI, or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these factors could adversely affect our business, financial condition, and results of operations. ### Risk Factors Related to the Market Price for Our Securities **Changes in economic and market conditions may adversely affect the market price of our securities.** The market price of our debt and equity securities may fluctuate significantly in response to many factors, many of which are out of our control, including: - actual or anticipated variations in our operating results; - changes in our funds from operations or earnings estimates; - publication of research reports about us or the real estate industry in general and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs; - increases in market interest rates that drive investors in, or potential purchasers of, our stock to seek other investments or demand a higher dividend yield; - changes in market valuations of similar companies; - adverse market reaction to any additional debt we incur in the future; - any future issuances of equity securities; - additions or departures of key management personnel; - strategic actions by us or our competitors, such as acquisitions or restructurings; - actions by institutional stockholders; - reports by corporate governance rating companies; - increased investor focus on sustainability-related risks, including climate change; - changes in our dividend payments; - potential tax law changes relating to REITs; - speculation in the press or investment community; and - general market and economic conditions. These factors may cause the market price of our securities to decline, regardless of our financial condition, results of operations, business or prospects. It is impossible to ensure that the market price of our securities, including our common stock, will not fall in the future. A decrease in the market price of our common stock may reduce our ability to raise additional equity capital in the public markets. Selling common stock at a decreased market price would have a dilutive impact on existing stockholders. **There is no assurance that we will continue to pay dividends at current or historical rates.** Our ability to continue to pay dividends at current or historical rates or to increase our dividend rate will depend on a number of factors, including, among others, the following: - our financial condition and results of future operations; - the terms of our loan covenants; and - our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates. If we do not maintain or periodically increase the dividend on our common stock, it may have an adverse effect on the market price of our common stock and other securities. ### Risk Factors Related to Taxes and the Parent the Company's Qualification as a REIT **If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates.** We believe that the Parent Company qualifies for taxation as a REIT for federal income tax purposes, and we plan to operate so that the Parent Company can continue to meet the requirements for taxation as a REIT. If the Parent Company continues to qualify as a REIT, it generally will not be subject to federal income tax on income that we distribute to our stockholders. Many REIT requirements, however, are highly technical and complex. The determination that the Parent Company is a REIT requires an analysis of various factual matters and circumstances, some of which may not be totally within our control and some of which involve questions of interpretation. For example, to qualify as a REIT, at least 95% of our gross income must come from specific passive sources, like rent, that are itemized in the REIT tax laws. There can be no assurance that the Internal Revenue Service ("IRS") or a court would agree with the positions we have taken in interpreting the REIT requirements. The Parent Company is also required to distribute to the stockholders at least 90% of its REIT taxable income, excluding net capital gains. The Parent Company will be subject to U.S. federal income tax on undistributed taxable income and net capital gains and to a 4% nondeductible excise tax on any amount by which distributions the Parent Company pays with respect to any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. The fact that we hold many of our assets through real estate partnerships and their subsidiaries further complicates the application of the REIT requirements. Furthermore, Congress and the IRS might make changes to the tax laws and regulations, and the courts might issue new rulings, that make it more difficult for the Parent Company to remain qualified as a REIT. Also, unless the IRS granted relief under certain statutory provisions, the Parent Company would remain disqualified as a REIT for four years following the year it first failed to qualify. If the Parent Company failed to qualify as a REIT (currently and/or with respect to any tax years for which the statute of limitations has not expired), the Parent Company would have to pay significant income taxes, reducing cash available to pay dividends, which would likely have a significant adverse effect on the value of our securities. In addition, we would no longer be required to pay any dividends to stockholders in order to maintain our REIT status. Although we believe that the Parent Company qualifies as a REIT, we cannot be assured that the Parent Company will continue to qualify or remain qualified as a REIT for tax purposes. Even if the Parent Company qualifies as a REIT for federal income tax purposes, the Parent Company is required to pay certain federal, state, and local taxes on its income and property. For example, if we have net income from "prohibited transactions," that income will be subject to a 100% tax. In general, prohibited transactions include sales or other dispositions of property held primarily for sale to customers in the ordinary course of business. The determination as to whether a particular sale is a prohibited transaction depends on the facts and circumstances related to that sale. While we have undertaken a significant number of asset sales in recent years, we do not believe that those sales should be considered prohibited transactions, but there can be no assurance that the IRS would not contend otherwise. New legislation, as well as new regulations, administrative interpretations, or court decisions may be introduced, enacted, or promulgated from time to time, that may change the tax laws or interpretations of the tax laws regarding qualification as a REIT, or the federal income tax consequences of that qualification, in a manner that is adverse to our stockholders. ### Dividends paid by REITs generally do not qualify for reduced tax rates. Subject to limited exceptions, dividends paid by REITs (other than distributions designated as capital gain dividends, qualified dividends or returns of capital) are not eligible for reduced rates for qualified dividends paid by "C" corporations and are taxable at ordinary income tax rates. Under the Tax Cuts and Jobs Act of 2017 (the "TCJA"), however, domestic shareholders that are individuals, trusts, and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning after December 3, 2017, and before January 1, 2026. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which may adversely affect the value of the shares of REITs, including the per share trading price of the Parent Company's capital stock. **Certain foreign stockholders may be subject to U.S. federal income tax on gain recognized on a disposition of our common stock if we do not qualify as a "domestically controlled" REIT.** A foreign person, other than a "qualified shareholder" or a "qualified foreign pension fund," as each is defined for purposes of the Code, disposing of a U.S. real property interest, including shares of a U.S. corporation whose assets consist principally of U.S. real property interests is generally subject to U.S. federal income tax on the gain recognized on the disposition. This tax does not apply, however, to the disposition of stock in a REIT if the REIT is "domestically controlled." In general, the Parent Company will be a domestically controlled REIT if, at all times during the five-year period ending on the applicable stockholder’s disposition of our stock, less than 50% in value of our stock was held directly or indirectly by non-U.S. persons. If the Parent Company were to fail to qualify as a domestically controlled REIT, gain recognized by a foreign stockholder on a disposition of our common stock would be subject to U.S. federal income tax unless our common stock was traded on an established securities market and the foreign stockholder did not at any time during a specified testing period directly or indirectly own more than 10% of our outstanding common stock. We seek to act in the best interests of the Parent Company as a whole and do not take into consideration the particular tax consequences to any specific holder of our stock. Foreign persons should inform themselves as to the U.S. tax consequences, and the tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase, ownership, and disposition of shares of our common stock. **Legislative or other actions affecting REITs may have a negative effect on us or our investors.** The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, may adversely affect the Parent Company or our investors. We cannot predict how changes in the tax laws might affect the Parent Company or our investors. New legislation, Treasury Regulations, administrative interpretations or court decisions may significantly and negatively affect our ability to qualify as a REIT or the federal income tax consequences of such qualification, or the federal income tax consequences of an investment in us. There is also a risk that REIT status may be adversely impacted by a change in tax or other laws. Also, the law relating to the tax treatment of other entities, or an investment in other entities, may change, making an investment in such other entities more attractive relative to an investment in a REIT. **Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.** The REIT provisions of the Code limit our ability to hedge our liabilities. Generally, income from a hedging transaction does not constitute "gross income" for purposes of the 75% or 95% gross income tests, provided that we properly identify the hedging transaction pursuant to the applicable sections of the Code and Treasury Regulations. To the extent that we enter into other types of hedging transactions, or fail to make the proper tax identifications, the income from those transactions is likely to be treated as non-qualifying income for purposes of both gross income tests. As a result of these rules, we may need to limit our use of otherwise advantageous hedging techniques or implement those hedges through a TRS. ### Partnership tax audit rules could have a material adverse effect. Under current federal partnership tax audit rules, subject to certain exceptions, any audit adjustment to items of income, gain, loss, deduction, or credit of a partnership (and a partner’s allocable share thereof) is determined, and taxes, interest, and penalties attributable thereto are assessed and collected, at the partnership level. With respect to any partnership in which we invest, unless such partnership makes an election or takes certain steps to require the partners to pay their tax on their allocable shares of the adjustment, it is possible that such partnership would be required to pay additional taxes, interest, and penalties as a result of an audit adjustment. We could be required to bear the economic burden of those taxes, interest, and penalties even though we may not otherwise have been required to pay additional taxes had we owned the assets of the partnership directly. ### Risk Factors Related to the Company's Common Stock **Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a change in control.** Ownership of more than 7% by value of our outstanding capital stock is prohibited, with certain exceptions, by the Parent Company's articles of incorporation, for the purpose of maintaining its qualification as a REIT. This 7% limitation may discourage a change in control and may also (i) deter tender offers for our capital stock, which offers may be attractive to our stockholders, or (ii) limit the opportunity for our stockholders to receive a premium for their capital stock that might otherwise exist if an investor attempted to assemble a block in excess of 7% of our outstanding capital stock or to affect a change in control. **The issuance of the Parent Company's capital stock may delay or prevent a change in control.** The Parent Company's articles of incorporation authorize our Board of Directors to issue up to 30,000,000 shares of preferred stock (less the shares of preferred stock already issued and outstanding) and 10,000,000 shares of special common stock and to establish the preferences and rights of any shares issued. The issuance of preferred stock or special common stock may have the effect of delaying or preventing a change in control. The provisions of the Florida Business Corporation Act regarding affiliated transactions may also deter potential acquisitions by preventing the acquiring party from consummating a merger or other extraordinary corporate transaction without the approval of our disinterested stockholders. ### Ownership in the Parent Company may be diluted in the future. In the future, a stockholder's percentage ownership in the Company may be diluted because of equity issuances for acquisitions, capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees. In the past we have issued equity in the secondary market and may do so again in the future, depending on the price of our stock and other factors. In addition, our restated articles of incorporation, as amended, authorizes our Board of Directors to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such preferences, limitations, and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. ## Cybersecurity As filed, 4,897 characters. ### Cybersecurity Risk Management and Strategy The Company employs a tiered structure of management and oversight for cybersecurity, characterized by distinct layers of responsibility and decision making, which includes operation staff, management, and senior management and board-level governance. As discussed in more detail below under “Cybersecurity Governance”, this involves management responsibility through a specialized Cyber Risk Committee (the “CRC”) and oversight of that committee by a group of the most senior leaders of the Company, which comprise the Company’s Executive Committee. At the Company’s Board of Directors (the “Board”) level, the Audit Committee oversees our cybersecurity risk management program. Our strategy for managing cybersecurity risk is integrated into the Company’s overall risk management program and structure, as depicted in the Corporate Governance section of our Proxy under “Risk Oversight”. The Company, through its Chief Information Security Officer (“CISO”), other Company employees experienced in information network security, and the use of third-party expertise, references various recognized cybersecurity frameworks. These frameworks are used to benchmark and tailor the Company’s cybersecurity strategies and program to our risk profile and specific operational needs and goals. Our core cybersecurity strategy focuses on five key pillars: identification, protection, detection, response, and recovery, each tailored to meet the specific challenges and needs of our business. The primary goal of this strategy is to proactively safeguard the confidentiality, security, and availability of the information we collect and store. This proactive approach includes identifying, preventing, and mitigating cybersecurity threats, as well as preparing to respond to cybersecurity incidents quickly and efficiently to minimize their impact. Under the leadership of our CISO and CRC, we are committed to a continuous evaluation and enhancement of our cybersecurity practices to facilitate adaptation to the constantly evolving landscape of cybersecurity threats. We have adopted a risk-based strategy to manage cybersecurity risks associated with third parties. We prioritize our cybersecurity efforts relating to third parties based on the likelihood and potential impact of cybersecurity threats. This includes reviewing the security protocols of key vendors, service providers, and external users of our systems. The CRC engages third-party expertise from time to time as it deems necessary or appropriate to test our cybersecurity defenses, to evaluate the cybersecurity programs of current and potential vendors and service providers, and to seek specialized legal advice regarding cybersecurity. Since at least January 1, 2021, we are not aware of any cybersecurity incidents that have materially affected the Company. Based on our current understanding of the cyber risk environment and our preparedness level, we do not believe it to be reasonably likely in the near term that a cybersecurity threat will materially impact our business strategy, results of operations or financial condition. ### Cybersecurity Governance The Audit Committee of the Board is charged with overseeing our cybersecurity risk management program. The CRC Chair and the CISO provide the Audit Committee with quarterly updates. These updates cover the overall status of the Company’s cybersecurity program, as well as developments and potential new risks and trends. In the event of a significant cybersecurity threat or incident, the CRC would escalate communication frequency and intensity with the Audit Committee, Board, and the Company’s Executive Committee (discussed below). As designated by the Company’s Executive Committee and the Audit Committee, our CRC leads Regency's cybersecurity risk management program. This includes risk identification, assessment, management, prevention and mitigation, as well as securing necessary resources and reporting on cybersecurity preparedness to the Executive Committee (which is currently comprised of the CEO, CFO, and several of the Company’s other senior leaders) and the Audit Committee. CRC membership, which is subject to change from time to time, includes management leadership possessing a diverse range of education, experience and expertise, and is currently comprised of Company’s CISO, chief accounting officer, head of internal audit, general counsel and chief compliance officer, head of litigation, head of human resources, head of IT operations and the manager of network security. The collective experience of this committee encompasses areas such as IT, network security, change and incident management, public company governance, accounting, financial controls, insurance, risk management, communications, human capital, and legal matters including securities, privacy and technology contracting. ## Properties As filed, 78,736 characters. The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for consolidated properties (excludes properties owned by unconsolidated real estate partnerships): | Location | December 31, 2023 Number of Properties | GLA (in thousands) | Percent of Total GLA | Percent Leased | December 31, 2022 Number of Properties | GLA (in thousands) | Percent of Total GLA | Percent Leased | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Florida | 88 | 10,767 | 24.6% | 95.1% | 88 | 10,783 | 27.8% | 95.1% | | California | 54 | 8,300 | 19.0% | 94.9% | 53 | 8,204 | 21.1% | 93.9% | | Connecticut | 43 | 3,702 | 8.5% | 92.5% | 14 | 1,452 | 3.7% | 91.1% | | New York | 42 | 3,399 | 7.8% | 88.7% | 16 | 1,953 | 5.0% | 89.0% | | Texas | 26 | 3,288 | 7.5% | 97.3% | 25 | 3,239 | 8.3% | 98.0% | | Georgia | 22 | 2,121 | 4.8% | 94.2% | 22 | 2,120 | 5.5% | 92.9% | | New Jersey | 17 | 1,585 | 3.6% | 93.3% | 2 | 573 | 1.5% | 89.2% | | Colorado | 13 | 1,097 | 2.5% | 97.7% | 13 | 1,097 | 2.8% | 96.6% | | North Carolina | 10 | 1,221 | 2.8% | 98.1% | 10 | 1,222 | 3.2% | 98.2% | | Washington | 10 | 962 | 2.2% | 96.0% | 10 | 963 | 2.5% | 97.3% | | Massachusetts | 9 | 996 | 2.3% | 98.5% | 8 | 897 | 2.3% | 97.6% | | Ohio | 8 | 1,221 | 2.8% | 98.8% | 8 | 1,224 | 3.2% | 96.7% | | Oregon | 7 | 741 | 1.7% | 95.0% | 7 | 742 | 1.9% | 94.6% | | Illinois | 6 | 1,085 | 2.5% | 94.1% | 6 | 1,085 | 2.8% | 94.9% | | Virginia | 6 | 939 | 2.1% | 97.7% | 6 | 939 | 2.4% | 93.4% | | Pennsylvania | 4 | 443 | 1.0% | 99.5% | 4 | 443 | 1.1% | 98.7% | | Missouri | 4 | 408 | 0.9% | 98.9% | 4 | 408 | 1.1% | 99.5% | | Tennessee | 3 | 314 | 0.7% | 99.5% | 3 | 314 | 0.8% | 99.1% | | Maryland | 2 | 244 | 0.6% | 89.9% | 2 | 250 | 0.6% | 94.4% | | Minnesota | 2 | 246 | 0.6% | 100.0% | 2 | 246 | 0.6% | 100.0% | | Indiana | 1 | 279 | 0.6% | 100.0% | 1 | 279 | 0.7% | 100.0% | | Delaware | 1 | 229 | 0.5% | 96.2% | 1 | 230 | 0.6% | 94.5% | | Michigan | 1 | 97 | 0.2% | 74.0% | 1 | 97 | 0.3% | 74.0% | | South Carolina | 1 | 51 | 0.1% | 100.0% | 1 | 51 | 0.1% | 100.0% | | District of Columbia | 1 | 23 | 0.1% | 100.0% | 1 | 23 | 0.1% | 85.8% | | Total | 381 | 43,758 | 100.0% | 94.9% | 308 | 38,834 | 100.0% | 94.8% | The weighted average annual effective rent for the consolidated portfolio of properties, net of tenant concessions, is $24.67 and $23.95 per square foot ("PSF") as of December 31, 2023 and 2022, respectively. The following table is a list of our shopping centers, summarized by state and in order of largest holdings by number of properties, presented for unconsolidated properties (properties owned by our unconsolidated real estate partnerships): | Location | December 31, 2023 Number of Properties | GLA (in thousands) | Percent of Total GLA | Percent Leased | December 31, 2022 Number of Properties | GLA (in thousands) | Percent of Total GLA | Percent Leased | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | California | 17 | 2,320 | 17.8% | 98.4% | 17 | 2,320 | 18.9% | 97.4% | | Virginia | 14 | 1,982 | 15.2% | 92.7% | 15 | 2,082 | 16.9% | 93.9% | | Maryland | 9 | 848 | 6.5% | 96.0% | 9 | 849 | 6.9% | 96.3% | | North Carolina | 7 | 1,237 | 9.5% | 97.9% | 7 | 1,197 | 9.7% | 95.5% | | Washington | 7 | 874 | 6.7% | 98.0% | 7 | 874 | 7.1% | 97.4% | | Colorado | 6 | 858 | 6.6% | 95.5% | 6 | 858 | 7.0% | 93.3% | | Florida | 6 | 669 | 5.1% | 99.0% | 6 | 663 | 5.4% | 99.4% | | Pennsylvania | 6 | 669 | 5.1% | 96.0% | 6 | 669 | 5.4% | 84.5% | | New York | 5 | 786 | 6.0% | 98.0% | 1 | 141 | 1.2% | 100.0% | | Illinois | 5 | 777 | 5.9% | 98.6% | 4 | 690 | 5.6% | 91.9% | | Texas | 5 | 741 | 5.7% | 97.1% | 5 | 742 | 6.0% | 94.4% | | New Jersey | 4 | 301 | 2.3% | 85.4% | 3 | 224 | 1.8% | 81.8% | | Minnesota | 3 | 423 | 3.2% | 98.7% | 3 | 423 | 3.4% | 98.3% | | Indiana | 2 | 139 | 1.1% | 93.0% | 2 | 139 | 1.1% | 82.9% | | Connecticut | 1 | 189 | 1.4% | 98.1% | 1 | 186 | 1.5% | 98.1% | | Oregon | 1 | 93 | 0.7% | 100.0% | 1 | 93 | 0.8% | 97.7% | | South Carolina | 1 | 80 | 0.6% | 100.0% | 1 | 80 | 0.7% | 96.7% | | Delaware | 1 | 64 | 0.5% | 94.6% | 1 | 64 | 0.5% | 100.0% | | District of Columbia | 1 | 17 | 0.1% | 100.0% | 1 | 17 | 0.1% | 100.0% | | Total | 101 | 13,067 | 100.0% | 96.6% | 96 | 12,311 | 100.0% | 94.8% | The weighted average annual effective rent for the unconsolidated portfolio of properties, net of tenant concessions, is $24.04 and $23.15 PSF as of December 31, 2023 and 2022, respectively. The following table summarizes our top tenants occupying our shopping centers for consolidated properties plus our Pro-rata share of unconsolidated properties, as of December 31, 2023, based upon a percentage of total annualized base rent (GLA and dollars in thousands): | Tenant | GLA | Percent of Company Owned GLA | Annualized Base Rent | Percent of Annualized Base Rent | Number of Leased Stores | | --- | ---: | ---: | ---: | ---: | ---: | | Publix | 2,955 | 6.4% | $33,949 | 3.0% | 68 | | Albertsons Companies, Inc. | 2,192 | 4.8% | 33,559 | 3.0% | 53 | | Kroger Co. | 2,933 | 6.4% | 30,228 | 2.7% | 52 | | Amazon/Whole Foods | 1,255 | 2.7% | 29,809 | 2.6% | 38 | | TJX Companies, Inc. | 1,659 | 3.6% | 29,715 | 2.6% | 70 | | Ahold Delhaize | 906 | 2.0% | 22,583 | 2.0% | 20 | | CVS | 782 | 1.7% | 20,628 | 1.8% | 66 | | L.A. Fitness Sports Club | 516 | 1.1% | 11,137 | 1.0% | 14 | | Trader Joe's | 311 | 0.7% | 11,023 | 1.0% | 30 | | JPMorgan Chase Bank | 176 | 0.4% | 10,667 | 0.9% | 56 | | Ross Dress For Less | 534 | 1.2% | 9,259 | 0.8% | 24 | | Gap, Inc | 279 | 0.6% | 8,933 | 0.8% | 24 | | Bank of America | 154 | 0.3% | 8,657 | 0.8% | 44 | | Starbucks | 147 | 0.3% | 8,617 | 0.8% | 94 | | Nordstrom | 308 | 0.7% | 8,573 | 0.8% | 9 | | Wells Fargo Bank | 135 | 0.3% | 7,800 | 0.7% | 47 | | Petco Health and Wellness Company | 312 | 0.7% | 7,534 | 0.7% | 31 | | H.E. Butt Grocery Company | 482 | 1.0% | 7,376 | 0.7% | 6 | | Walgreens Boots Alliance | 266 | 0.6% | 6,858 | 0.6% | 24 | | JAB Holding Company | 164 | 0.4% | 6,826 | 0.6% | 59 | | Target | 654 | 1.4% | 6,790 | 0.6% | 6 | | Kohl's | 526 | 1.1% | 6,247 | 0.6% | 7 | | Xponential Fitness | 137 | 0.3% | 5,402 | 0.5% | 81 | | Walmart | 819 | 1.8% | 5,362 | 0.5% | 8 | | Ulta | 184 | 0.4% | 5,288 | 0.5% | 21 | | Best Buy | 229 | 0.5% | 5,277 | 0.5% | 7 | | Staples | 217 | 0.5% | 5,109 | 0.5% | 12 | | Top Tenants | 19,232 | 41.9% | $353,206 | 31.6% | 971 | Our leases for tenant space under 10,000 square feet generally have initial terms ranging from three to seven years. Leases greater than 10,000 square feet ("Anchor Leases") generally have initial lease terms in excess of five years and are mostly comprised of Anchor Tenants. Many of the leases contain provisions allowing the tenant the option of extending the term of the lease at expiration. Our leases typically provide for the payment of fixed base rent, the tenant’s Pro-rata share of real estate taxes, insurance, and common area maintenance ("CAM") expenses, and reimbursement for utility costs if not directly metered. The following table summarizes Pro-rata lease expirations for the next ten years and thereafter, for our consolidated and unconsolidated properties, assuming no tenants renew their leases (GLA and dollars of In Place Annual Base Rent Expiring Under Leases in thousands): | Lease Expiration Year | Number of Tenants with Expiring Leases | Pro-rata Expiring GLA | Percent of Total Company GLA | In Place Annual Base Rent Expiring Under Leases | Percent of In Place Annual Base Rent | Pro-rata Expiring Average Annual Base Rent PSF | | --- | ---: | ---: | ---: | ---: | ---: | ---: | | (1) | 180 | 312 | 0.7% | $8,044 | 0.7% | $25.76 | | 2024 | 1,081 | 3,902 | 8.6% | 92,635 | 8.4% | 23.74 | | 2025 | 1,358 | 5,552 | 12.3% | 136,495 | 12.4% | 24.58 | | 2026 | 1,256 | 5,648 | 12.5% | 137,458 | 12.5% | 24.34 | | 2027 | 1,316 | 6,280 | 13.9% | 155,730 | 14.2% | 24.80 | | 2028 | 1,272 | 5,915 | 13.1% | 154,464 | 14.1% | 26.11 | | 2029 | 712 | 4,305 | 9.5% | 96,481 | 8.8% | 22.41 | | 2030 | 394 | 2,250 | 5.0% | 57,467 | 5.2% | 25.54 | | 2031 | 394 | 1,889 | 4.2% | 50,664 | 4.6% | 26.83 | | 2032 | 430 | 1,865 | 4.1% | 52,983 | 4.8% | 28.41 | | 2033 | 542 | 1,947 | 4.3% | 55,662 | 5.1% | 28.59 | | Thereafter | 389 | 5,330 | 11.8% | 100,519 | 9.2% | 18.86 | | Total | 9,324 | 45,195 | 100.0% | $1,098,602 | 100.0% | $24.31 | (1) Leases currently under month-to-month rent or in process of renewal. During 2024, we have a total of 1,081 leases expiring, representing 3.9 million square feet of GLA. These expiring leases have an average base rent of $23.74 PSF. The average base rent of new leases signed during 2023 was $29.89 PSF. During periods of economic weakness or when percent leased is low, tenants have more bargaining power, which may result in rental rate declines on new or renewal leases. In periods of recovery and/or when percent leased levels are high, landlords have more bargaining power, which generally results in rental rate growth on new and renewal leases. Demand for retail space in high quality, community centers located in areas with compelling demographics remains strong, especially among successful business operators and growing innovative business concepts. However, inflationary challenges and the potential for an economic recession could result in pressure on base rent growth for new and renewal leases as businesses seek to manage costs. The following table lists information about our consolidated and unconsolidated properties. For further information, see "Item 7, *Management's Discussion and Analysis of Financial Condition and Results of Operations*" of this Report. | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Amerige Heights Town Center | Los Angeles-Long Beach-Anaheim | CA | | 2000 | 2000 | $— | 97 | 98.0% | $32.06 | Albertsons, (Target) | | Bloom on Third (fka Town and Country Center) | Los Angeles-Long Beach-Anaheim | CA | 35% | 2018 | 1992 | 107,893 | 73 | 100.0% | 57.60 | Whole Foods, CVS, Citibank | | Brea Marketplace | Los Angeles-Long Beach-Anaheim | CA | 40% | 2005 | 1987 | — | 352 | 100.0% | 21.19 | 24 Hour Fitness, Big 5 Sporting Goods, Childtime Childcare, Old Navy, Sprout's, Target, Smart Parke | | Circle Center West | Los Angeles-Long Beach-Anaheim | CA | | 2017 | 1989 | — | 63 | 100.0% | 39.20 | Marshalls | | Circle Marina Center | Los Angeles-Long Beach-Anaheim | CA | | 2019 | 1994 | 24,000 | 118 | 84.3% | 34.58 | Sprouts, Big 5 Sporting Goods, Centinela Feed & Pet Supplies | | Culver Center | Los Angeles-Long Beach-Anaheim | CA | | 2017 | 2000 | — | 217 | 94.2% | 33.32 | Ralphs, Best Buy, LA Fitness, Sit N' Sleep | | El Camino Shopping Center | Los Angeles-Long Beach-Anaheim | CA | | 1999 | 2017 | — | 136 | 100.0% | 43.60 | Bristol Farms, CVS | | Granada Village | Los Angeles-Long Beach-Anaheim | CA | 40% | 2005 | 2012 | 50,000 | 226 | 100.0% | 27.98 | Sprout's Markets, Rite Aid, PETCO, Homegoods, Burlington, TJ Maxx | | Hasley Canyon Village | Los Angeles-Long Beach-Anaheim | CA | | 2003 | 2003 | 16,000 | 66 | 100.0% | 27.10 | Ralphs | | Heritage Plaza | Los Angeles-Long Beach-Anaheim | CA | | 1999 | 2012 | — | 230 | 100.0% | 43.43 | Ralphs, CVS, Daiso, Mitsuwa Marketplace, Big 5 Sporting Goods | | Laguna Niguel Plaza | Los Angeles-Long Beach-Anaheim | CA | 40% | 2005 | 1985 | — | 42 | 100.0% | 31.01 | CVS,(Albertsons) | | Morningside Plaza | Los Angeles-Long Beach-Anaheim | CA | | 1999 | 1996 | — | 91 | 100.0% | 25.58 | Stater Bros. | | Newland Center | Los Angeles-Long Beach-Anaheim | CA | | 1999 | 2016 | — | 152 | 97.7% | 29.53 | Albertsons | | Nohl Plaza(6) | Los Angeles-Long Beach-Anaheim | CA | | 2023 | 1966 | — | 104 | 92.8% | 16.36 | Vons | | Plaza Hermosa | Los Angeles-Long Beach-Anaheim | CA | | 1999 | 2013 | — | 95 | 100.0% | 28.96 | Von's, CVS | | Ralphs Circle Center | Los Angeles-Long Beach-Anaheim | CA | | 2017 | 1983 | — | 60 | 98.5% | 20.94 | Ralphs | | Rona Plaza | Los Angeles-Long Beach-Anaheim | CA | | 1999 | 1989 | — | 52 | 98.1% | 22.12 | Superior Super Warehouse | | Seal Beach | Los Angeles-Long Beach-Anaheim | CA | 20% | 2002 | 1966 | — | 97 | 98.5% | 27.77 | Pavilions, CVS | | Talega Village Center | Los Angeles-Long Beach-Anaheim | CA | | 2017 | 2007 | — | 102 | 92.9% | 22.25 | Ralphs | | Tustin Legacy | Los Angeles-Long Beach-Anaheim | CA | | 2016 | 2017 | — | 112 | 100.0% | 35.66 | Stater Bros, CVS | | Twin Oaks Shopping Center | Los Angeles-Long Beach-Anaheim | CA | 40% | 2005 | 2019 | 19,000 | 98 | 100.0% | 26.03 | Ralphs, Ace Hardware | | Valencia Crossroads | Los Angeles-Long Beach-Anaheim | CA | | 2002 | 2003 | — | 173 | 100.0% | 29.08 | Whole Foods, Kohl's | | Village at La Floresta | Los Angeles-Long Beach-Anaheim | CA | | 2014 | 2014 | — | 87 | 98.9% | 37.86 | Whole Foods | | Von's Circle Center | Los Angeles-Long Beach-Anaheim | CA | | 2017 | 1972 | 4,273 | 151 | 100.0% | 28.32 | Von's, Ross Dress for Less, Planet Fitness | | Woodman Van Nuys | Los Angeles-Long Beach-Anaheim | CA | | 1999 | 1992 | — | 108 | 99.2% | 17.60 | El Super | | Silverado Plaza | Napa | CA | 40% | 2005 | 1974 | 15,600 | 85 | 95.7% | 21.65 | Nob Hill, CVS | | Gelson's Westlake Market Plaza | Oxnard-Thousand Oaks-Ventura | CA | | 2002 | 2016 | — | 85 | 98.8% | 32.94 | Gelson's Markets, John of Italy Salon & Spa | | Oakbrook Plaza | Oxnard-Thousand Oaks-Ventura | CA | | 1999 | 2017 | — | 83 | 97.4% | 23.07 | Gelson's Markets, (CVS), (Ace Hardware) | | Westlake Village Plaza and Center | Oxnard-Thousand Oaks-Ventura | CA | | 1999 | 2015 | — | 201 | 99.0% | 42.54 | Von's, Sprouts, (CVS) | | French Valley Village Center | Rvrside-San Bernardino-Ontario | CA | | 2004 | 2004 | — | 99 | 100.0% | 28.28 | Stater Bros, CVS | | Oakshade Town Center | Sacramento-Roseville-Folsom | CA | | 2011 | 1998 | 4,085 | 104 | 59.5% | 22.19 | Safeway | | Prairie City Crossing | Sacramento-Roseville-Folsom | CA | | 1999 | 1999 | — | 90 | 100.0% | 22.78 | Safeway | | Raley's Supermarket | Sacramento-Roseville-Folsom | CA | 20% | 2007 | 1964 | — | 63 | 100.0% | 14.00 | Raley's | | The Marketplace | Sacramento-Roseville-Folsom | CA | | 2017 | 1990 | — | 111 | 100.0% | 27.60 | Safeway, CVS, Petco | | 4S Commons Town Center | San Diego-Chula Vista-Carlsbad | CA | 85% | 2004 | 2004 | 79,032 | 252 | 100.0% | 34.79 | Restoration Hardware Outlet, Ace Hardware, Cost Plus World Market, CVS, Jimbo's…Naturally!, Ralphs, ULTA | | Balboa Mesa Shopping Center | San Diego-Chula Vista-Carlsbad | CA | | 2012 | 2014 | — | 207 | 100.0% | 29.43 | CVS, Kohl's, Von's | | El Norte Pkwy Plaza | San Diego-Chula Vista-Carlsbad | CA | | 1999 | 2013 | — | 91 | 94.4% | 19.91 | Von's, Children's Paradise, ACE Hardware | | Friars Mission Center | San Diego-Chula Vista-Carlsbad | CA | | 1999 | 1989 | — | 147 | 97.7% | 39.86 | Ralphs, CVS | 28 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Navajo Shopping Center | San Diego-Chula Vista-Carlsbad | CA | 40% | 2005 | 1964 | 11,000 | 102 | 98.7% | 15.47 | Albertsons, Rite Aid, O'Reilly Auto Parts | | Point Loma Plaza | San Diego-Chula Vista-Carlsbad | CA | 40% | 2005 | 1987 | 38,900 | 205 | 98.6% | 23.75 | Von's, Jo-Ann Fabrics, Marshalls, UFC Gym | | Rancho San Diego Village | San Diego-Chula Vista-Carlsbad | CA | 40% | 2005 | 1981 | — | 153 | 93.9% | 25.15 | Smart & Final, 24 Hour Fitness, (Longs Drug) | | Scripps Ranch Marketplace | San Diego-Chula Vista-Carlsbad | CA | | 2017 | 2017 | — | 132 | 100.0% | 35.29 | Vons, CVS | | The Hub Hillcrest Market | San Diego-Chula Vista-Carlsbad | CA | | 2012 | 2015 | — | 149 | 96.9% | 43.33 | Ralphs, Trader Joe's | | Twin Peaks | San Diego-Chula Vista-Carlsbad | CA | | 1999 | 1988 | — | 208 | 99.4% | 24.18 | Target, Grocer | | 200 Potrero | San Francisco-Oakland-Berkeley | CA | | 2017 | 1928 | — | 31 | 100.0% | 11.92 | Gizmo Art Production, INC. | | Bayhill Shopping Center | San Francisco-Oakland-Berkeley | CA | 40% | 2005 | 2019 | 28,800 | 122 | 97.4% | 29.15 | CVS, Mollie Stone's Market | | Clayton Valley Shopping Center | San Francisco-Oakland-Berkeley | CA | | 2003 | 2004 | — | 260 | 90.8% | 23.67 | Grocery Outlet, Central, CVS, Dollar Tree, Ross Dress For Less | | Diablo Plaza | San Francisco-Oakland-Berkeley | CA | | 1999 | 1982 | — | 63 | 100.0% | 43.59 | Bevmo!, (Safeway), (CVS) | | El Cerrito Plaza | San Francisco-Oakland-Berkeley | CA | | 2000 | 2000 | — | 256 | 96.6% | 29.49 | Barnes & Noble, Jo-Ann Fabrics, PETCO, Ross Dress For Less, Trader Joe's, Marshalls, (CVS) | | Encina Grande | San Francisco-Oakland-Berkeley | CA | | 1999 | 2016 | — | 106 | 100.0% | 36.12 | Whole Foods, Walgreens | | Persimmon Place | San Francisco-Oakland-Berkeley | CA | | 2014 | 2014 | — | 153 | 100.0% | 37.86 | Whole Foods, Nordstrom Rack, Homegoods | | Plaza Escuela | San Francisco-Oakland-Berkeley | CA | | 2017 | 2002 | — | 154 | 93.5% | 44.22 | The Container Store, Trufusion, Talbots, The Cheesecake Factory, Barnes & Noble | | Pleasant Hill Shopping Center | San Francisco-Oakland-Berkeley | CA | 40% | 2005 | 2016 | 50,000 | 227 | 100.0% | 24.52 | Target, Burlington, Ross Dress for Less, Homegoods | | Potrero Center | San Francisco-Oakland-Berkeley | CA | | 2017 | 1997 | — | 227 | 70.9% | 34.12 | Safeway, 24 Hour Fitness, Ross Dress for Less, Petco | | Powell Street Plaza | San Francisco-Oakland-Berkeley | CA | | 2001 | 1987 | — | 166 | 97.1% | 35.91 | Trader Joe's, Bevmo!, Ross Dress For Less, Marshalls, Old Navy | | San Carlos Marketplace | San Francisco-Oakland-Berkeley | CA | | 2017 | 2007 | — | 154 | 87.2% | 39.10 | TJ Maxx, Best Buy, PetSmart, Bassett Furniture | | San Leandro Plaza | San Francisco-Oakland-Berkeley | CA | | 1999 | 1982 | — | 50 | 100.0% | 41.14 | (Safeway), (CVS) | | Serramonte Center | San Francisco-Oakland-Berkeley | CA | | 2017 | 2018 | — | 1,072 | 97.6% | 27.48 | Buy Buy Baby, Cost Plus World Market, Crunch Fitness, DAISO, Dave & Buster's, Dick's Sporting Goods, Divano Homes, H&M, Macy's, Nordstrom Rack, Old Navy, Party City, Ross Dress for Less, Target, TJ Maxx, Uniqlo, Jagalchi | | Tassajara Crossing | San Francisco-Oakland-Berkeley | CA | | 1999 | 1990 | — | 146 | 96.9% | 26.56 | Safeway, CVS, Alamo Hardware | | Willows Shopping Center(6) | San Francisco-Oakland-Berkeley | CA | | 2017 | 2015 | — | 241 | 82.7% | 30.58 | REI, UFC Gym, Old Navy, Ulta, Five Below | | Woodside Central | San Francisco-Oakland-Berkeley | CA | | 1999 | 1993 | — | 81 | 93.4% | 26.39 | Chuck E. Cheese, Marshalls, (Target) | | Ygnacio Plaza | San Francisco-Oakland-Berkeley | CA | 40% | 2005 | 1968 | 25,850 | 110 | 97.6% | 40.58 | Sports Basement,TJ Maxx | | Blossom Valley | San Jose-Sunnyvale-Santa Clara | CA | | 1999 | 1990 | 22,300 | 93 | 97.7% | 28.61 | Safeway | | Mariposa Shopping Center | San Jose-Sunnyvale-Santa Clara | CA | 40% | 2005 | 2020 | 26,950 | 127 | 94.0% | 22.24 | Safeway, CVS, Ross Dress for Less | | Shoppes at Homestead | San Jose-Sunnyvale-Santa Clara | CA | | 1999 | 1983 | — | 116 | 96.7% | 26.25 | CVS, Crunch Fitness, (Orchard Supply Hardware) | | Snell & Branham Plaza | San Jose-Sunnyvale-Santa Clara | CA | 40% | 2005 | 1988 | 19,200 | 92 | 98.5% | 22.25 | Safeway | | The Pruneyard | San Jose-Sunnyvale-Santa Clara | CA | | 2019 | 2014 | 2,200 | 260 | 97.9% | 42.54 | Trader Joe's, The Sports Basement, Camera Cinemas, Marshalls | | West Park Plaza | San Jose-Sunnyvale-Santa Clara | CA | | 1999 | 1996 | — | 88 | 100.0% | 22.07 | Safeway, Crunch Fitness | | Golden Hills Plaza | San Luis Obispo-Paso Robles | CA | | 2006 | 2017 | — | 244 | 87.0% | 7.13 | Lowe's, TJ Maxx | | Five Points Shopping Center | Santa Maria-Santa Barbara | CA | 40% | 2005 | 2014 | — | 145 | 97.6% | 31.02 | Smart & Final, CVS, Ross Dress for Less, Big 5 Sporting Goods, PETCO | | Corral Hollow | Stockton | CA | | 2000 | 2000 | — | 167 | 70.4% | 20.82 | Safeway, CVS | | Alcove On Arapahoe | Boulder | CO | 40% | 2005 | 2019 | 26,700 | 159 | 91.8% | 19.79 | Petco, HomeGoods, Jo-Ann Fabrics, Safeway, Ulta Salon | | Crossroads Commons | Boulder | CO | 20% | 2001 | 1986 | 34,500 | 143 | 93.6% | 30.27 | Whole Foods, Barnes & Noble | 29 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Crossroads Commons II | Boulder | CO | 20% | 2018 | 1995 | 5,500 | 18 | 100.0% | 41.45 | (Whole Foods), (Barnes & Noble) | | Falcon Marketplace | Colorado Springs | CO | | 2005 | 2005 | — | 22 | 100.0% | 26.36 | (Wal-Mart) | | Marketplace at Briargate | Colorado Springs | CO | | 2006 | 2006 | — | 29 | 100.0% | 36.20 | (King Soopers) | | Monument Jackson Creek | Colorado Springs | CO | | 1998 | 1999 | — | 85 | 100.0% | 12.99 | King Soopers | | Woodmen Plaza | Colorado Springs | CO | | 1998 | 1998 | — | 116 | 97.6% | 13.93 | King Soopers | | Applewood Shopping Ctr | Denver-Aurora-Lakewood | CO | 40% | 2005 | 2020 | — | 360 | 95.8% | 16.51 | Applejack Liquors, Hobby Lobby, Homegoods, King Soopers, PetSmart, Sierra Trading Post, Ulta, Three Little Mingos | | Belleview Square | Denver-Aurora-Lakewood | CO | | 2004 | 2013 | — | 117 | 96.1% | 21.81 | King Soopers | | Boulevard Center | Denver-Aurora-Lakewood | CO | | 1999 | 1986 | — | 77 | 91.5% | 32.51 | Eye Care Specialists, (Safeway) | | Buckley Square | Denver-Aurora-Lakewood | CO | | 1999 | 1978 | — | 116 | 93.6% | 11.90 | Ace Hardware, King Soopers | | Cherrywood Square Shop Ctr | Denver-Aurora-Lakewood | CO | 40% | 2005 | 1978 | 9,650 | 97 | 100.0% | 13.03 | King Soopers | | Hilltop Village | Denver-Aurora-Lakewood | CO | | 2002 | 2018 | — | 101 | 100.0% | 13.58 | King Soopers | | Littleton Square | Denver-Aurora-Lakewood | CO | | 1999 | 2015 | — | 99 | 97.2% | 11.50 | King Soopers | | Lloyd King Center | Denver-Aurora-Lakewood | CO | | 1998 | 1998 | — | 83 | 100.0% | 12.25 | King Soopers | | Ralston Square Shopping Center | Denver-Aurora-Lakewood | CO | 40% | 2005 | 1977 | — | 83 | 98.5% | 16.44 | King Soopers | | Shops at Quail Creek | Denver-Aurora-Lakewood | CO | | 2008 | 2008 | — | 38 | 96.3% | 28.22 | (King Soopers) | | Stroh Ranch | Denver-Aurora-Lakewood | CO | | 1998 | 1998 | — | 93 | 100.0% | 14.43 | King Soopers | | Centerplace of Greeley III | Greeley | CO | | 2007 | 2007 | — | 119 | 100.0% | 12.31 | Hobby Lobby, Best Buy, TJ Maxx | | 22 Crescent Road | Bridgeport-Stamford-Norwalk | CT | | 2017 | 1984 | — | 4 | 100.0% | 69.00 | - | | 25 Valley Drive | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1977 | — | 18 | 100.0% | 46.25 | - | | 321-323 Railroad Ave | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1983 | — | 21 | 100.0% | 37.48 | - | | 470 Main Street | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1972 | — | 23 | 98.5% | 29.32 | - | | 530 Old Post Rd | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1979 | — | 8 | 75.0% | 43.25 | - | | 7 Riversville | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1978 | — | 11 | 80.9% | 39.61 | - | | 91 Danbury Road | Bridgeport-Stamford-Norwalk | CT | | 2017 | 1965 | — | 5 | 77.3% | 29.44 | - | | 970 High Ridge Center | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1960 | — | 27 | 89.6% | 36.15 | BevMax | | Airport Plaza | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1974 | — | 33 | 100.0% | 31.48 | - | | Bethel Hub Center | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1957 | — | 31 | 60.8% | 14.91 | La Placita Bethel Market | | Black Rock | Bridgeport-Stamford-Norwalk | CT | 80% | 2014 | 1996 | 15,342 | 95 | 97.7% | 29.89 | Old Navy, The Clubhouse | | Brick Walk(6) | Bridgeport-Stamford-Norwalk | CT | 80% | 2014 | 2007 | 30,919 | 123 | 96.2% | 46.08 | - | | Compo Acres Shopping Center | Bridgeport-Stamford-Norwalk | CT | | 2017 | 2011 | — | 43 | 95.9% | 55.85 | Trader Joe's | | Copps Hill Plaza | Bridgeport-Stamford-Norwalk | CT | | 2017 | 2002 | 7,706 | 173 | 88.1% | 22.26 | Stop & Shop, Homegoods, Marshalls, Rite Aid, Michael's | | Cos Cob Commons | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1986 | 13,142 | 48 | 93.9% | 53.16 | CVS | | Cos Cob Plaza | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1947 | 3,902 | 15 | 93.4% | 52.79 | - | | Danbury Green | Bridgeport-Stamford-Norwalk | CT | | 2017 | 2006 | — | 124 | 99.0% | 27.17 | Trader Joe's, Hilton Garden Inn, DSW, Staples, Rite Aid, Warehouse Wines & Liquors | | Danbury Square | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1987 | — | 194 | 73.2% | 13.80 | Ocean State Job Lot, Planet Fitness, Elicit Brewing Company | | Darinor Plaza(6) | Bridgeport-Stamford-Norwalk | CT | | 2017 | 1978 | — | 153 | 100.0% | 20.45 | Kohl's, Old Navy, Party City | | Fairfield Center(6) | Bridgeport-Stamford-Norwalk | CT | 80% | 2014 | 2000 | — | 95 | 87.8% | 34.04 | Fairfield University Bookstore, Merril Lynch | | Fairfield Crossroads | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1995 | — | 62 | 100.0% | 25.28 | Marshalls, DSW | | Goodwives Shopping Center | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1955 | 23,078 | 96 | 90.1% | 41.03 | Stop & Shop | | Greens Farms Plaza | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1958 | — | 40 | 51.3% | 25.81 | BevMax | | Greenwich Commons | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1961 | 4,866 | 10 | 100.0% | 89.23 | - | | High Ridge Center | Bridgeport-Stamford-Norwalk | CT | 100% | 2023 | 1968 | 9,047 | 91 | 69.2% | 56.28 | Trader Joe's | | Knotts Landing | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1994 | — | 3 | 100.0% | 76.05 | - | | Main & Bailey | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1950 | — | 62 | 96.1% | 26.17 | - | | Newfield Green | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1966 | 19,278 | 74 | 95.8% | 38.15 | Grade A Market, CVS | | Old Greenwich CVS | Bridgeport-Stamford-Norwalk | CT | 100% | 2023 | 1941 | 891 | 8 | 100.0% | 30.17 | - | 30 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Post Road Plaza | Bridgeport-Stamford-Norwalk | CT | | 2017 | 1978 | — | 20 | 100.0% | 59.79 | Trader Joe's | | Ridgeway Shopping Center | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1952 | 43,150 | 365 | 91.7% | 30.17 | Stop & Shop, LA Fitness, Marshalls, Michael's, Staples, Ashley Furniture, Old Navy, ULTA | | Shelton Square | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1982 | — | 189 | 99.1% | 19.12 | Stop & Shop, Homegoods, Hawley Lane, Edge Fitness | | Station Centre @ Old Greenwich | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1952 | 6,770 | 39 | 91.4% | 35.73 | Kings Food Markets | | The Dock-Dockside | Bridgeport-Stamford-Norwalk | CT | | 2023 | 1974 | 33,667 | 278 | 100.0% | 19.81 | Stop & Shop, BJ's Whole Sale, Edge Fitness, West Marine, Petco, Dollar Tree, Osaka Hibachi | | Walmart Norwalk | Bridgeport-Stamford-Norwalk | CT | | 2017 | 2003 | — | 142 | 100.0% | 0.56 | WalMart, HomeGoods | | Westport Row | Bridgeport-Stamford-Norwalk | CT | | 2017 | 2020 | — | 95 | 100.0% | 45.10 | The Fresh Market, Pottery Barn | | Brookside Plaza | Hartford-E Hartford-Middletown | CT | | 2017 | 2006 | — | 227 | 95.8% | 16.41 | Burlington Coat Factory, PetSmart, ShopRite, Staples, TJ Maxx, LL Bean | | Corbin's Corner | Hartford-E Hartford-Middletown | CT | 40% | 2005 | 2015 | 53,000 | 189 | 98.1% | 32.12 | Best Buy, Edge Fitness, Old Navy, The Tile Shop, Total Wine and More, Trader Joe's | | Aldi Square | New Haven-Milford | CT | | 2023 | 2014 | — | 38 | 100.0% | 16.19 | Aldi | | Orange Meadows | New Haven-Milford | CT | | 2023 | 1990 | — | 78 | 100.0% | 24.13 | Trader Joe's, TJMaxx, Bob's Discount Furniture, Ulta | | Southbury Green | New Haven-Milford | CT | | 2017 | 2002 | — | 156 | 87.5% | 22.41 | ShopRite, Homegoods | | New Milford Plaza | Torrington | CT | | 2023 | 1970 | — | 235 | 100.0% | 9.31 | Walmart, Stop & Shop, Club 24, Dollar Tree | | Sunny Valley Shops | Torrington | CT | | 2023 | 2003 | — | 72 | 55.5% | 15.62 | Staples | | Veterans Plaza | Torrington | CT | | 2023 | 1966 | — | 80 | 100.0% | 12.23 | Big Y World Class Market, BevMax | | Shops at The Columbia | Washington-Arlington-Alexandri | DC | | 2006 | 2006 | — | 23 | 100.0% | 38.34 | Trader Joe's | | Spring Valley Shopping Center | Washington-Arlington-Alexandri | DC | 40% | 2005 | 1930 | 13,000 | 17 | 100.0% | 101.60 | - | | Pike Creek | Philadelphia-Camden-Wilmington | DE | | 1998 | 2013 | — | 229 | 96.2% | 17.39 | Acme Markets, Edge Fitness, Pike Creek Community Hardware | | Shoppes of Graylyn | Philadelphia-Camden-Wilmington | DE | 40% | 2005 | 1971 | — | 64 | 94.6% | 25.73 | Rite Aid | | Corkscrew Village | Cape Coral-Fort Myers | FL | | 2007 | 1997 | — | 82 | 97.8% | 15.55 | Publix | | Shoppes of Grande Oak | Cape Coral-Fort Myers | FL | | 2000 | 2000 | — | 79 | 98.5% | 17.93 | Publix | | Millhopper Shopping Center | Gainesville | FL | | 1993 | 2017 | — | 80 | 100.0% | 19.82 | Publix | | Newberry Square | Gainesville | FL | | 1994 | 1986 | — | 181 | 89.7% | 9.63 | Publix, Floor & Décor, Dollar Tree | | Anastasia Plaza | Jacksonville | FL | | 1993 | 1988 | — | 102 | 95.0% | 15.39 | Publix | | Atlantic Village | Jacksonville | FL | | 2017 | 2014 | — | 110 | 100.0% | 19.09 | LA Fitness, Pet Supplies Plus | | Brooklyn Station on Riverside | Jacksonville | FL | | 2013 | 2013 | — | 50 | 100.0% | 28.73 | The Fresh Market | | Courtyard Shopping Center | Jacksonville | FL | | 1993 | 1987 | — | 137 | 100.0% | 3.68 | Target, (Publix) | | East San Marco | Jacksonville | FL | | 2007 | 2022 | — | 59 | 100.0% | 28.33 | Publix | | Fleming Island | Jacksonville | FL | | 1998 | 2000 | — | 132 | 97.3% | 17.69 | Publix, PETCO, Planet Fitness, (Target) | | Hibernia Pavilion | Jacksonville | FL | | 2006 | 2006 | — | 51 | 100.0% | 16.52 | Publix | | John's Creek Center | Jacksonville | FL | 20% | 2003 | 2004 | 9,000 | 82 | 100.0% | 16.67 | Publix | | Julington Village | Jacksonville | FL | 20% | 1999 | 1999 | 10,000 | 82 | 100.0% | 17.65 | Publix, (CVS) | | Mandarin Landing | Jacksonville | FL | | 2017 | 1976 | — | 129 | 98.3% | 23.52 | Whole Foods, Aveda Institute, Baptist Health, Cooper's Hawk | | Nocatee Town Center | Jacksonville | FL | | 2007 | 2017 | — | 114 | 100.0% | 23.56 | Publix | | Oakleaf Commons | Jacksonville | FL | | 2006 | 2006 | — | 77 | 100.0% | 16.93 | Publix | | Old St Augustine Plaza | Jacksonville | FL | | 1996 | 2020 | — | 248 | 100.0% | 11.52 | Publix, Burlington Coat Factory, Hobby Lobby, LA Fitness, Ross Dress for Less | | Pablo Plaza | Jacksonville | FL | | 2017 | 2020 | — | 161 | 100.0% | 18.80 | Whole Foods, Office Depot, Marshalls, HomeGoods, PetSmart | | Pine Tree Plaza | Jacksonville | FL | | 1997 | 1999 | — | 63 | 96.9% | 14.97 | Publix | 31 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Seminole Shoppes | Jacksonville | FL | 50% | 2009 | 2018 | 7,272 | 87 | 100.0% | 24.27 | Publix | | Shoppes at Bartram Park | Jacksonville | FL | 50% | 2005 | 2017 | — | 135 | 100.0% | 22.67 | Publix, (Kohl's), (Tutor Time) | | Shops at John's Creek | Jacksonville | FL | | 2003 | 2004 | — | 15 | 100.0% | 27.73 | - | | South Beach Regional | Jacksonville | FL | | 2017 | 1990 | — | 303 | 86.7% | 17.95 | Trader Joe's, Home Depot, Ross Dress for Less, Staples, Nordstrom Rack | | Starke(6) | Jacksonville | FL | | 2000 | 2000 | — | 13 | 100.0% | 27.05 | CVS | | Avenida Biscayne (fka Aventura Square)(6) | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1991 | — | 143 | 83.5% | 52.86 | DSW, Jewelry Exchange, Old Navy, The Fresh Market | | Aventura Shopping Center | Miami-Ft Lauderdale-PompanoBch | FL | | 1994 | 2017 | — | 97 | 94.9% | 38.14 | CVS, Publix | | Banco Popular Building | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1971 | — | 5 | 100.0% | 92.31 | - | | Bird 107 Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1990 | — | 40 | 100.0% | 22.51 | Walgreens | | Bird Ludlam | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1998 | — | 192 | 97.6% | 26.34 | CVS, Goodwill, Winn-Dixie | | Boca Village Square | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2014 | — | 92 | 100.0% | 23.14 | CVS, Publix | | Boynton Lakes Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 1997 | 2012 | — | 110 | 91.9% | 16.98 | Citi Trends, Pet Supermarket, Publix | | Boynton Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2015 | — | 105 | 100.0% | 21.54 | CVS, Publix | | Caligo Crossing | Miami-Ft Lauderdale-PompanoBch | FL | | 2007 | 2007 | — | 11 | 100.0% | 47.17 | (Kohl's) | | Chasewood Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 1993 | 2015 | — | 152 | 97.1% | 28.26 | Publix, Pet Smart | | Concord Shopping Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1993 | — | 309 | 100.0% | 14.90 | Big Lots, Dollar Tree, Home Depot, Winn-Dixie, YouFit Health Club | | Coral Reef Shopping Center | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1990 | — | 75 | 98.7% | 33.13 | Aldi, Walgreens | | Country Walk Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2008 | 16,000 | 101 | 94.8% | 22.71 | Publix, CVS | | Countryside Shops | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2018 | — | 193 | 72.6% | 25.82 | Publix, Ross Dress for Less | | Fountain Square | Miami-Ft Lauderdale-PompanoBch | FL | | 2013 | 2013 | — | 177 | 100.0% | 29.26 | Publix, Ross Dress for Less, TJ Maxx, Ulta, (Target) | | Gardens Square | Miami-Ft Lauderdale-PompanoBch | FL | | 1997 | 1991 | — | 90 | 100.0% | 19.66 | Publix | | Greenwood Shopping Centre | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1994 | — | 133 | 96.8% | 17.36 | Publix, Bealls | | Hammocks Town Center | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1993 | — | 187 | 92.2% | 18.87 | CVS, Goodwill, Publix, Metro-Dade Public Library, YouFit Health Club, (Kendall Ice Arena) | | Pine Island | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1999 | — | 255 | 99.5% | 15.39 | Publix, Burlington Coat Factory, Beall's Outlet, YouFit Health Club, Floor and Décor | | Pine Ridge Square | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2013 | — | 118 | 72.7% | 20.51 | The Fresh Market, Marshalls, Ulta | | Pinecrest Place(6) | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2017 | — | 70 | 96.3% | 42.97 | Whole Foods, (Target) | | Point Royale Shopping Center | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2018 | — | 202 | 100.0% | 17.02 | Winn-Dixie, Burlington Coat Factory, Pasteur Medical Center, Planet Fitness, Rana Furniture | | Prosperity Centre | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1993 | — | 124 | 69.6% | 26.61 | Office Depot, TJ Maxx, CVS | | Sawgrass Promenade | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1998 | — | 107 | 89.9% | 15.40 | Publix, Walgreens, Dollar Tree | | Sheridan Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2022 | — | 507 | 95.3% | 20.47 | Publix, Kohl's, LA Fitness, Ross Dress for Less, Pet Supplies Plus, Wellmax, Burlington, Marshalls | | Shoppes @ 104 | Miami-Ft Lauderdale-PompanoBch | FL | | 1998 | 2018 | — | 112 | 95.0% | 20.73 | Fresco y Mas, CVS | | Shoppes at Lago Mar | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1995 | — | 83 | 91.0% | 16.11 | Publix, YouFit Health Club | | Shoppes of Jonathan's Landing | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1997 | — | 27 | 94.2% | 31.19 | (Publix) | | Shoppes of Oakbrook | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2003 | — | 200 | 53.8% | 22.37 | Publix, Duffy's Sports Bar, CVS | | Shoppes of Silver Lakes | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1997 | — | 127 | 97.1% | 21.03 | Publix, Goodwill | | Shoppes of Sunset | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2009 | — | 22 | 71.2% | 26.90 | - | | Shoppes of Sunset II | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2009 | — | 28 | 89.9% | 24.32 | - | | Shops at Skylake | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2006 | — | 287 | 98.0% | 25.49 | Publix, LA Fitness, TJ Maxx, Goodwill, Pasteur Medical | | Tamarac Town Square | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 1987 | — | 125 | 84.8% | 13.28 | Publix, Dollar Tree, Retro Fitness | | University Commons(6) | Miami-Ft Lauderdale-PompanoBch | FL | | 2015 | 2001 | — | 180 | 100.0% | 35.02 | Whole Foods, Nordstrom Rack, Barnes & Noble, Bed Bath & Beyond | 32 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Waterstone Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2005 | — | 61 | 100.0% | 18.36 | Publix | | Welleby Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 1996 | 1982 | — | 110 | 98.9% | 15.28 | Publix, Dollar Tree | | Wellington Town Square | Miami-Ft Lauderdale-PompanoBch | FL | | 1996 | 2022 | — | 108 | 97.4% | 25.62 | Publix, CVS | | West Bird Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2021 | — | 99 | 97.9% | 26.51 | Publix | | West Lake Shopping Center | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2000 | — | 101 | 100.0% | 23.33 | Fresco y Mas, CVS | | Westport Plaza | Miami-Ft Lauderdale-PompanoBch | FL | | 2017 | 2002 | — | 47 | 100.0% | 22.93 | Publix | | Berkshire Commons | Naples-Marco Island | FL | | 1994 | 1992 | — | 110 | 100.0% | 16.18 | Publix, Walgreens | | Naples Walk | Naples-Marco Island | FL | | 2007 | 1999 | — | 125 | 96.6% | 19.57 | Publix | | Pavillion | Naples-Marco Island | FL | | 2017 | 2011 | — | 168 | 100.0% | 24.44 | LA Fitness, Paragon Theaters, J. Lee Salon Suites | | Shoppes of Pebblebrook Plaza | Naples-Marco Island | FL | 50% | 2000 | 2000 | — | 80 | 97.0% | 16.70 | Publix, (Walgreens) | | Glengary Shoppes | North Port-Sarasota-Bradenton | FL | | 2017 | 1995 | — | 93 | 97.0% | 20.50 | Best Buy, Barnes & Noble | | Alafaya Village | Orlando-Kissimmee-Sanford | FL | | 2017 | 1986 | — | 39 | 100.0% | 25.80 | - | | Kirkman Shoppes | Orlando-Kissimmee-Sanford | FL | | 2017 | 2015 | — | 116 | 100.0% | 26.68 | LA Fitness, Walgreens | | Lake Mary Centre | Orlando-Kissimmee-Sanford | FL | | 2017 | 2015 | — | 356 | 94.8% | 18.15 | The Fresh Market, Academy Sports, Hobby Lobby, LA Fitness, Ross Dress for Less, Office Depot | | Plaza Venezia | Orlando-Kissimmee-Sanford | FL | 20% | 2016 | 2000 | 36,500 | 203 | 98.0% | 34.21 | Publix, Eddie V's | | Town and Country | Orlando-Kissimmee-Sanford | FL | | 2017 | 1993 | — | 78 | 100.0% | 11.75 | Ross Dress for Less | | Unigold Shopping Center | Orlando-Kissimmee-Sanford | FL | | 2017 | 1987 | — | 115 | 91.2% | 15.99 | YouFit Health Club, Ross Dress for Less | | Willa Springs | Orlando-Kissimmee-Sanford | FL | | 2000 | 2000 | 16,700 | 90 | 100.0% | 24.76 | Publix | | Cashmere Corners | Port St. Lucie | FL | | 2017 | 2016 | — | 86 | 100.0% | 14.82 | WalMart | | The Plaza at St. Lucie West | Port St. Lucie | FL | | 2017 | 2006 | — | 27 | 100.0% | 26.33 | - | | Charlotte Square | Punta Gorda | FL | | 2017 | 1980 | — | 91 | 94.1% | 11.94 | WalMart, Buffet City | | Ryanwood Square | Sebastian-Vero Beach | FL | | 2017 | 1987 | — | 115 | 93.3% | 12.84 | Publix, Beall's, Harbor Freight Tools | | South Point | Sebastian-Vero Beach | FL | | 2017 | 2003 | — | 65 | 100.0% | 16.66 | Publix | | Treasure Coast Plaza | Sebastian-Vero Beach | FL | | 2017 | 1983 | — | 134 | 100.0% | 19.28 | Publix, TJ Maxx | | Carriage Gate | Tallahassee | FL | | 1994 | 2013 | — | 73 | 100.0% | 25.58 | Trader Joe's, TJ Maxx | | Ocala Corners(6) | Tallahassee | FL | | 2000 | 2000 | — | 93 | 93.0% | 14.51 | Publix | | Bloomingdale Square | Tampa-St Petersburg-Clearwater | FL | | 1998 | 2021 | — | 252 | 96.9% | 20.57 | Bealls, Dollar Tree, Home Centric, LA Fitness, Publix | | Northgate Square | Tampa-St Petersburg-Clearwater | FL | | 2007 | 1995 | — | 75 | 100.0% | 16.74 | Publix | | Regency Square | Tampa-St Petersburg-Clearwater | FL | | 1993 | 2013 | — | 352 | 98.4% | 20.68 | AMC Theater, Dollar Tree, Five Below, Marshalls, Michael's, PETCO, Shoe Carnival, Staples, TJ Maxx, Ulta, Old Navy, (Best Buy), (Macdill) | | Shoppes at Sunlake Centre | Tampa-St Petersburg-Clearwater | FL | | 2017 | 2008 | — | 117 | 100.0% | 25.32 | Publix | | Suncoast Crossing | Tampa-St Petersburg-Clearwater | FL | | 2007 | 2007 | — | 118 | 98.8% | 7.34 | Kohl's, (Target) | | The Village at Hunter's Lake | Tampa-St Petersburg-Clearwater | FL | | 2018 | 2018 | — | 72 | 100.0% | 28.47 | Sprouts | | Town Square | Tampa-St Petersburg-Clearwater | FL | | 1997 | 1999 | — | 44 | 100.0% | 35.55 | PETCO, Barnes & Noble | | Village Center | Tampa-St Petersburg-Clearwater | FL | | 1995 | 2014 | — | 186 | 100.0% | 22.80 | Publix, PGA Tour Superstore, Walgreens | | Westchase | Tampa-St Petersburg-Clearwater | FL | | 2007 | 1998 | — | 79 | 100.0% | 17.97 | Publix | | Ashford Place | Atlanta-SandySprings-Alpharett | GA | | 1997 | 1993 | — | 53 | 89.3% | 26.57 | Harbor Freight Tools | | Briarcliff La Vista | Atlanta-SandySprings-Alpharett | GA | | 1997 | 1962 | — | 43 | 100.0% | 22.64 | Michael's | | Briarcliff Village | Atlanta-SandySprings-Alpharett | GA | | 1997 | 1990 | — | 189 | 100.0% | 17.51 | Burlington, Party City, Publix, Shoe Carnival, TJ Maxx | | Bridgemill Market | Atlanta-SandySprings-Alpharett | GA | | 2017 | 2000 | — | 89 | 96.3% | 19.02 | Publix | | Brighten Park | Atlanta-SandySprings-Alpharett | GA | | 1997 | 2016 | — | 137 | 97.1% | 28.81 | Lidl, Big Blue Swim School, Kohl's | | Buckhead Court | Atlanta-SandySprings-Alpharett | GA | | 1997 | 1984 | — | 49 | 93.8% | 32.18 | - | | Buckhead Landing | Atlanta-SandySprings-Alpharett | GA | | 2017 | 1998 | — | 152 | 81.7% | 32.88 | Binders Art Supplies & Frames, Publix | | Buckhead Station | Atlanta-SandySprings-Alpharett | GA | | 2017 | 1996 | — | 234 | 82.9% | 26.80 | Cost Plus World Market, DSW Warehouse, Nordstrom Rack, Old Navy, Saks Off 5th, TJ Maxx, Ulta | 33 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Cambridge Square | Atlanta-SandySprings-Alpharett | GA | | 1996 | 1979 | — | 70 | 97.2% | 24.98 | Publix | | Chastain Square | Atlanta-SandySprings-Alpharett | GA | | 2017 | 2001 | — | 92 | 100.0% | 24.11 | Publix | | Cornerstone Square | Atlanta-SandySprings-Alpharett | GA | | 1997 | 1990 | — | 80 | 100.0% | 19.24 | Aldi, Barking Hound Village, CVS, HealthMarkets Insurance | | Dunwoody Hall | Atlanta-SandySprings-Alpharett | GA | | 1997 | 1986 | 13,800 | 86 | 100.0% | 21.71 | Publix | | Dunwoody Village | Atlanta-SandySprings-Alpharett | GA | | 1997 | 1975 | — | 121 | 89.4% | 22.27 | The Fresh Market, Walgreens, Dunwoody Prep | | Howell Mill Village | Atlanta-SandySprings-Alpharett | GA | | 2004 | 1984 | — | 92 | 97.6% | 25.42 | Publix | | Paces Ferry Plaza | Atlanta-SandySprings-Alpharett | GA | | 1997 | 2018 | — | 82 | 97.0% | 42.09 | Whole Foods | | Powers Ferry Square | Atlanta-SandySprings-Alpharett | GA | | 1997 | 2013 | — | 97 | 100.0% | 36.45 | HomeGoods, PETCO | | Powers Ferry Village | Atlanta-SandySprings-Alpharett | GA | | 1997 | 1994 | — | 69 | 98.3% | 10.25 | Publix, Barrel Town | | Russell Ridge | Atlanta-SandySprings-Alpharett | GA | | 1994 | 1995 | — | 108 | 91.4% | 12.98 | Kroger | | Sandy Springs | Atlanta-SandySprings-Alpharett | GA | | 2012 | 2006 | — | 113 | 100.0% | 27.21 | Trader Joe's, Fox's, Peter Glenn Ski & Sports | | Sope Creek Crossing | Atlanta-SandySprings-Alpharett | GA | | 1998 | 2016 | — | 99 | 95.5% | 17.06 | Publix | | The Shops at Hampton Oaks | Atlanta-SandySprings-Alpharett | GA | | 2017 | 2009 | — | 21 | 89.8% | 12.30 | (CVS) | | Williamsburg at Dunwoody | Atlanta-SandySprings-Alpharett | GA | | 2017 | 1983 | — | 45 | 95.6% | 25.72 | - | | Civic Center Plaza | Chicago-Naperville-Elgin | IL | 40% | 2005 | 1989 | 22,000 | 265 | 96.6% | 10.78 | Super H Mart, Home Depot, O'Reilly Automotive, King Spa | | Clybourn Commons | Chicago-Naperville-Elgin | IL | | 2014 | 1999 | — | 32 | 100.0% | 37.82 | PETCO | | Glen Oak Plaza | Chicago-Naperville-Elgin | IL | | 2010 | 1967 | — | 63 | 96.2% | 27.83 | Trader Joe's, Walgreens, Northshore University Healthsystems | | Hinsdale Lake Commons | Chicago-Naperville-Elgin | IL | | 1998 | 2015 | — | 185 | 94.3% | 16.68 | Whole Foods, Goodwill, Charter Fitness, Petco | | Mellody Farm | Chicago-Naperville-Elgin | IL | | 2017 | 2017 | — | 259 | 97.1% | 31.25 | Whole Foods, Nordstrom Rack, REI, HomeGoods, Barnes & Noble, West Elm | | Naperville Plaza | Chicago-Naperville-Elgin | IL | 20% | 2023 | 1961 | 23,000 | 115 | 100.0% | 26.91 | Casey's Foods, Trader Joe's, Oswald's Pharmacy | | Old Town Square | Chicago-Naperville-Elgin | IL | 20% | 2023 | 1998 | 14,000 | 87 | 97.5% | 27.10 | Jewel-Osco | | Riverside Sq & River's Edge | Chicago-Naperville-Elgin | IL | 40% | 2005 | 1986 | — | 169 | 100.0% | 18.66 | Mariano's Fresh Market, Dollar Tree, Party City, Blink Fitness | | Roscoe Square | Chicago-Naperville-Elgin | IL | 40% | 2005 | 2012 | 24,500 | 140 | 100.0% | 24.78 | Mariano's Fresh Market, Walgreens, Altitude Trampoline Park | | Westchester Commons | Chicago-Naperville-Elgin | IL | | 2001 | 2014 | — | 143 | 93.1% | 18.28 | Mariano's Fresh Market, Goodwill | | Willow Festival | Chicago-Naperville-Elgin | IL | | 2010 | 2007 | — | 404 | 91.7% | 19.23 | Whole Foods, Lowe's, CVS, HomeGoods, REI, Ulta | | Shops on Main | Chicago-Naperville-Elgin | IN | 94% | 2007 | 2020 | — | 279 | 100.0% | 16.54 | Whole Foods, Dick's Sporting Goods, Ross Dress for Less, HomeGoods, DSW, Nordstrom Rack, Marshalls | | Willow Lake Shopping Center | Indianapolis-Carmel-Anderson | IN | 40% | 2005 | 1987 | — | 86 | 88.6% | 17.44 | Indiana Bureau of Motor Vehicles, Snipes USA, (Kroger) | | Willow Lake West Shopping Center | Indianapolis-Carmel-Anderson | IN | 40% | 2005 | 2001 | 10,000 | 53 | 100.0% | 28.23 | Trader Joe's | | Fellsway Plaza | Boston-Cambridge-Newton | MA | 75% | 2013 | 2016 | 34,873 | 158 | 100.0% | 27.34 | Stop & Shop, Planet Fitness, BioLife Plasma Services | | Shaw's at Plymouth | Boston-Cambridge-Newton | MA | | 2017 | 1993 | — | 60 | 100.0% | 19.34 | Shaw's | | Shops at Saugus | Boston-Cambridge-Newton | MA | | 2006 | 2006 | — | 87 | 100.0% | 31.64 | Trader Joe's, La-Z-Boy, PetSmart | | Star's at Cambridge | Boston-Cambridge-Newton | MA | | 2017 | 1997 | — | 66 | 100.0% | 41.18 | Star Market | | Star's at Quincy | Boston-Cambridge-Newton | MA | | 2017 | 1995 | — | 101 | 100.0% | 23.63 | Star Market | | Star's at West Roxbury | Boston-Cambridge-Newton | MA | | 2017 | 2006 | — | 76 | 100.0% | 27.61 | Shaw's | | The Abbot | Boston-Cambridge-Newton | MA | | 2017 | 1912 | — | 64 | 77.1% | 94.03 | Center for Effective Alturism | | Twin City Plaza | Boston-Cambridge-Newton | MA | | 2006 | 2004 | — | 285 | 100.0% | 22.43 | Shaw's, Marshall's, Extra Space Storage, Walgreens, K&G Fashion, Dollar Tree, Everfitness, Formlabs | | The Longmeadow Shops | Springfield, MA | MA | | 2023 | 1962 | 13,000 | 99 | 100.0% | 32.16 | CVS | 34 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Festival at Woodholme | Baltimore-Columbia-Towson | MD | 40% | 2005 | 1986 | 18,510 | 81 | 95.1% | 40.40 | Trader Joe's | | Parkville Shopping Center | Baltimore-Columbia-Towson | MD | 40% | 2005 | 2013 | 23,200 | 165 | 96.6% | 17.61 | Giant, Parkville Lanes, Dollar Tree, Petco, The Cellar Parkville | | Southside Marketplace | Baltimore-Columbia-Towson | MD | 40% | 2005 | 2011 | 24,800 | 125 | 93.5% | 24.51 | Giant | | Village at Lee Airpark | Baltimore-Columbia-Towson | MD | | 2005 | 2014 | — | 118 | 97.8% | 31.38 | Giant, (Sunrise) | | Burnt Mills | Washington-Arlington-Alexandri | MD | 20% | 2013 | 2004 | — | 31 | 92.3% | 38.58 | Trader Joe's | | Cloppers Mill Village | Washington-Arlington-Alexandri | MD | 40% | 2005 | 1995 | — | 137 | 94.7% | 19.48 | Shoppers Food Warehouse, Dollar Tree | | Firstfield Shopping Center | Washington-Arlington-Alexandri | MD | 40% | 2005 | 2014 | — | 22 | 100.0% | 44.25 | - | | Takoma Park | Washington-Arlington-Alexandri | MD | 40% | 2005 | 1960 | — | 107 | 97.4% | 15.05 | Planet Fitness | | Watkins Park Plaza | Washington-Arlington-Alexandri | MD | 40% | 2005 | 1985 | — | 111 | 98.5% | 29.47 | LA Fitness, CVS | | Westbard Square | Washington-Arlington-Alexandri | MD | | 2017 | 2001 | — | 126 | 82.5% | 36.56 | Giant, Bowlmor AMF | | Woodmoor Shopping Center | Washington-Arlington-Alexandri | MD | 40% | 2005 | 1954 | 19,000 | 68 | 96.3% | 37.93 | CVS | | Fenton Marketplace | Flint | MI | | 1999 | 1999 | — | 97 | 74.0% | 9.14 | Family Farm & Home | | Apple Valley Square | Minneapol-St. Paul-Bloomington | MN | | 2006 | 1998 | — | 179 | 100.0% | 17.01 | Jo-Ann Fabrics, PETCO, Savers, Experience Fitness, (Burlington Coat Factory), (Aldi) | | Cedar Commons | Minneapol-St. Paul-Bloomington | MN | | 2011 | 1999 | — | 66 | 100.0% | 28.59 | Whole Foods | | Colonial Square | Minneapol-St. Paul-Bloomington | MN | 40% | 2005 | 2014 | 19,700 | 93 | 97.9% | 27.54 | Lund's | | Rockford Road Plaza | Minneapol-St. Paul-Bloomington | MN | 40% | 2005 | 1991 | 20,000 | 204 | 99.4% | 14.27 | Kohl's, PetSmart, HomeGoods, TJ Maxx, ULTA | | Rockridge Center | Minneapol-St. Paul-Bloomington | MN | 20% | 2011 | 2006 | 14,500 | 125 | 98.2% | 14.71 | CUB Foods | | Brentwood Plaza | St. Louis | MO | | 2007 | 2002 | — | 60 | 92.6% | 10.38 | Schnucks | | Bridgeton | St. Louis | MO | | 2007 | 2005 | — | 71 | 100.0% | 12.87 | Schnucks, (Home Depot) | | Dardenne Crossing | St. Louis | MO | | 2007 | 1996 | — | 67 | 100.0% | 11.72 | Schnucks | | Kirkwood Commons | St. Louis | MO | | 2007 | 2000 | — | 210 | 100.0% | 10.39 | Walmart, TJ Maxx, HomeGoods, Famous Footwear, (Target), (Lowe's) | | Blakeney Town Center | Charlotte-Concord-Gastonia | NC | | 2021 | 2006 | — | 384 | 99.7% | 27.08 | Harris Teeter, Marshalls, Best Buy, Petsmart, Off Broadway Shoes, Old Navy, (Target) | | Carmel Commons | Charlotte-Concord-Gastonia | NC | | 1997 | 2012 | — | 141 | 89.4% | 25.09 | Chuck E. Cheese, The Fresh Market, Party City | | Cochran Commons | Charlotte-Concord-Gastonia | NC | 20% | 2007 | 2003 | 2,975 | 66 | 100.0% | 17.91 | Harris Teeter, (Walgreens) | | Willow Oaks | Charlotte-Concord-Gastonia | NC | | 2014 | 2014 | — | 65 | 97.9% | 17.89 | Publix | | Shops at Erwin Mill | Durham-Chapel Hill | NC | 55% | 2012 | 2012 | 10,000 | 91 | 100.0% | 20.47 | Harris Teeter | | Southpoint Crossing | Durham-Chapel Hill | NC | | 1998 | 1998 | — | 103 | 100.0% | 17.42 | Harris Teeter | | Village Plaza | Durham-Chapel Hill | NC | 20% | 2012 | 2020 | 11,793 | 73 | 100.0% | 25.22 | Whole Foods | | Woodcroft Shopping Center | Durham-Chapel Hill | NC | | 1996 | 1984 | — | 90 | 95.4% | 14.52 | Food Lion, ACE Hardware | | Glenwood Village | Raleigh-Cary | NC | | 1997 | 1983 | — | 43 | 100.0% | 18.71 | Harris Teeter | | Holly Park | Raleigh-Cary | NC | | 2013 | 1969 | — | 158 | 99.0% | 20.54 | DSW Warehouse, Trader Joe's, Ross Dress For Less, Staples, US Fitness Products, Jerry's Artarama, Pet Supplies Plus, Ulta | | Lake Pine Plaza | Raleigh-Cary | NC | | 1998 | 1997 | — | 88 | 100.0% | 14.55 | Harris Teeter | | Market at Colonnade Center | Raleigh-Cary | NC | | 2009 | 2009 | — | 58 | 100.0% | 28.83 | Whole Foods | | Midtown East | Raleigh-Cary | NC | 50% | 2017 | 2017 | 36,000 | 159 | 100.0% | 24.51 | Wegmans | | Ridgewood Shopping Center | Raleigh-Cary | NC | 20% | 2018 | 1951 | 9,025 | 94 | 89.9% | 28.41 | Whole Foods, Walgreens | | Shoppes of Kildaire | Raleigh-Cary | NC | 40% | 2005 | 1986 | 20,000 | 145 | 100.0% | 21.28 | Trader Joe's, Aldi, Staples, Barnes & Noble | | Sutton Square | Raleigh-Cary | NC | 20% | 2006 | 1985 | — | 101 | 93.8% | 21.21 | The Fresh Market | 35 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Village District | Raleigh-Cary | NC | 30% | 2004 | 2018 | 75,000 | 599 | 98.3% | 25.47 | Harris Teeter, The Fresh Market, The Oberlin, Wake Public Library, Walgreens, Talbots, Great Outdoor Provision Co., York Properties,The Cheshire Cat Gallery, Crunch Fitness Select Club, Bailey's Fine Jewelry, Sephora, Barnes & Noble, Goodnight's Comedy Club, Ballard Designs | | Bloomfield Crossing | New York-Newark-Jersey City | NJ | | 2023 | 0 | — | 59 | 100.0% | 15.17 | Superfresh | | Boonton ACME Shopping Center | New York-Newark-Jersey City | NJ | | 2023 | 1999 | 10,585 | 63 | 97.1% | 24.19 | Acme Markets | | Cedar Hill Shopping Center | New York-Newark-Jersey City | NJ | | 2023 | 1971 | 7,035 | 43 | 100.0% | 30.72 | Walgreens | | Chestnut Ridge Shopping Center | New York-Newark-Jersey City | NJ | 50% | 2023 | 1965 | — | 76 | 94.2% | 30.43 | Fresh Market, Drop Fitness | | Chimney Rock | New York-Newark-Jersey City | NJ | | 2016 | 2016 | — | 218 | 91.9% | 39.18 | Whole Foods, Nordstrom Rack, Saks Off 5th, The Container Store, Ulta | | District at Metuchen | New York-Newark-Jersey City | NJ | 20% | 2018 | 2017 | 16,000 | 67 | 100.0% | 32.89 | Whole Foods | | Emerson Plaza | New York-Newark-Jersey City | NJ | | 2023 | 1981 | — | 93 | 84.9% | 14.14 | Shoprite, K-9 Resorts Luxury Pet Hotel | | Ferry Street Plaza | New York-Newark-Jersey City | NJ | | 2023 | 1995 | 8,796 | 108 | 100.0% | 21.49 | Seabra Foods, Flaming Grill | | H Mart Plaza | New York-Newark-Jersey City | NJ | | 2023 | 1967 | — | 7 | 100.0% | 46.32 | - | | Meadtown Shopping Center | New York-Newark-Jersey City | NJ | | 2023 | 1961 | 9,364 | 77 | 100.0% | 25.09 | Marshalls, Petco, Walgreens | | Midland Park Shopping Center | New York-Newark-Jersey City | NJ | | 2023 | 1966 | 17,722 | 129 | 81.5% | 25.21 | Kings Food Markets, Crunch Fitness | | Plaza Square | New York-Newark-Jersey City | NJ | 40% | 2005 | 1990 | — | 104 | 62.0% | 19.91 | Grocer | | Pompton Lakes Towne Square | New York-Newark-Jersey City | NJ | | 2023 | 2000 | — | 66 | 92.8% | 25.82 | Planet Fitness | | Rite Aid Plaza-Waldwick Plaza | New York-Newark-Jersey City | NJ | | 2023 | 1953 | — | 20 | 100.0% | 30.42 | Rite Aid | | South Pass Village | New York-Newark-Jersey City | NJ | | 2023 | 1965 | 20,144 | 109 | 97.0% | 30.18 | Acme Markets | | Valley Ridge Shopping Center | New York-Newark-Jersey City | NJ | | 2023 | 1962 | 16,775 | 103 | 93.4% | 28.44 | Whole Foods | | Van Houten Plaza | New York-Newark-Jersey City | NJ | | 2023 | 1974 | — | 37 | 91.4% | 11.70 | Dollar Tree | | Waldwick Plaza | New York-Newark-Jersey City | NJ | | 2023 | 1960 | — | 27 | 90.3% | 28.06 | - | | Washington Commons | New York-Newark-Jersey City | NJ | 100% | 2023 | 1992 | 8,766 | 74 | 99.1% | 25.95 | Stop & Shop | | Glenwood Green(7) | Philadelphia-Camden-Wilmington | NJ | 70% | 2023 | 2023 | — | 353 | 92.4% | 15.25 | ShopRite, Target, Rendina | | Haddon Commons | Philadelphia-Camden-Wilmington | NJ | 40% | 2005 | 1985 | — | 54 | 100.0% | 15.24 | Acme Markets | | 101 7th Avenue | New York-Newark-Jersey City | NY | | 2017 | 1930 | — | 57 | 0.0% | - | - | | 111 Kraft Avenue | New York-Newark-Jersey City | NY | | 2023 | 1902 | — | 9 | 100.0% | 47.40 | - | | 1175 Third Avenue | New York-Newark-Jersey City | NY | | 2017 | 1995 | — | 25 | 35.9% | 185.00 | - | | 1225-1239 Second Ave | New York-Newark-Jersey City | NY | | 2017 | 1987 | — | 18 | 100.0% | 137.95 | CVS | | 260-270 Sawmill Road | New York-Newark-Jersey City | NY | | 2023 | 1953 | — | 3 | 100.0% | 1.69 | - | | 27 Purchase Street | New York-Newark-Jersey City | NY | | 2023 | 0 | — | 10 | 82.6% | 40.30 | - | | 410 South Broadway | New York-Newark-Jersey City | NY | | 2023 | 1936 | — | 7 | 100.0% | 1.21 | - | | 48 Purchase Street | New York-Newark-Jersey City | NY | | 2023 | 0 | — | 6 | 100.0% | 78.05 | - | | 90 - 30 Metropolitan Avenue | New York-Newark-Jersey City | NY | | 2017 | 2007 | — | 60 | 100.0% | 36.15 | Michaels, Staples, Trader Joe's | | Arcadian Shopping Center | New York-Newark-Jersey City | NY | | 2023 | 1978 | 13,033 | 166 | 97.9% | 23.90 | Stop & Shop, Westchester Community College, The 19th Hole | | Biltmore Shopping Center | New York-Newark-Jersey City | NY | | 2023 | 1967 | — | 17 | 100.0% | 38.93 | - | | Broadway Plaza | New York-Newark-Jersey City | NY | | 2017 | 2014 | — | 147 | 88.5% | 40.28 | Aldi, Best Buy, Bob's Discount Furniture, TJ Maxx, Blink Fitness | | Carmel ShopRite Plaza | New York-Newark-Jersey City | NY | | 2023 | 1981 | — | 145 | 95.1% | 14.06 | Shoprite, Carmel Cinema, Gold's Gyn, Rite Aid | | Chilmark Shopping Center | New York-Newark-Jersey City | NY | | 2023 | 1963 | — | 47 | 100.0% | 34.28 | CVS | | Clocktower Plaza Shopping Ctr | New York-Newark-Jersey City | NY | | 2017 | 1995 | — | 79 | 90.4% | 50.88 | Stop & Shop | | DeCicco's Plaza | New York-Newark-Jersey City | NY | | 2023 | 1978 | — | 70 | 91.8% | 35.70 | Decicco & Sons | | East Meadow | New York-Newark-Jersey City | NY | | 2021 | 1980 | — | 141 | 93.3% | 16.10 | Marshalls, Stew Leonard's, Net Cost Market | 36 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | East Meadow Plaza | New York-Newark-Jersey City | NY | | 2023 | 1971 | — | 195 | 60.6% | 25.61 | Lidl, Dollar Deal | | Eastchester Plaza | New York-Newark-Jersey City | NY | | 2023 | 1963 | — | 24 | 100.0% | 36.54 | CVS | | Eastport | New York-Newark-Jersey City | NY | | 2021 | 1980 | — | 48 | 97.3% | 13.57 | King Kullen, Rite Aid | | Gateway Plaza | New York-Newark-Jersey City | NY | 50% | 2023 | 0 | 14,000 | 198 | 100.0% | 9.46 | Walmart, Bob's Discount Furniture | | Harrison Shopping Square | New York-Newark-Jersey City | NY | | 2023 | 1958 | — | 26 | 100.0% | 33.40 | The Harrison Market | | Heritage 202 Center | New York-Newark-Jersey City | NY | | 2023 | 1989 | — | 19 | 100.0% | 33.99 | - | | Hewlett Crossing I & II | New York-Newark-Jersey City | NY | | 2018 | 1954 | — | 52 | 100.0% | 39.41 | - | | Lake Grove Commons | New York-Newark-Jersey City | NY | 40% | 2012 | 2008 | 49,895 | 141 | 100.0% | 37.08 | Whole Foods, LA Fitness | | Lakeview Shopping Center | New York-Newark-Jersey City | NY | | 2023 | 1981 | 10,944 | 165 | 92.6% | 18.20 | Acme, Planet Fitness, Montclare Children's School, Rite Aid | | McLean Plaza | New York-Newark-Jersey City | NY | 100% | 2023 | 1982 | 5,000 | 58 | 86.9% | 19.23 | Acme Markets | | Midway Shopping Center | New York-Newark-Jersey City | NY | 12% | 2023 | 1958 | 22,492 | 244 | 99.2% | 28.95 | Shoprite, JoAnn, Amazing Savings, Daiso, CVS, Planet Fitness, Denny's Kids | | New City PCSB Bank Pad | New York-Newark-Jersey City | NY | | 2023 | 1973 | — | 3 | 100.0% | 53.28 | - | | Orangetown Shopping Center | New York-Newark-Jersey City | NY | 100% | 2023 | 1966 | 6,005 | 74 | 95.4% | 22.01 | CVS | | Pelham Manor Plaza | New York-Newark-Jersey City | NY | | 2023 | 1960 | — | 25 | 87.7% | 35.28 | Manor Market | | Purchase Street Shops | New York-Newark-Jersey City | NY | | 2023 | 0 | — | 6 | 100.0% | 33.82 | - | | Putnam Plaza | New York-Newark-Jersey City | NY | 67% | 2023 | 1971 | 17,284 | 189 | 92.9% | 16.16 | Tops, NY Sports Club, Dollar World, Rite Aid | | Riverhead Plaza | New York-Newark-Jersey City | NY | 50% | 2023 | 0 | — | 13 | 100.0% | 34.20 | - | | Rivertowns Square | New York-Newark-Jersey City | NY | | 2018 | 2016 | — | 116 | 92.6% | 27.63 | Ulta, The Learning Experience, Mom's Organic Market, Look Cinemas | | Somers Commons | New York-Newark-Jersey City | NY | | 2023 | 2003 | — | 135 | 89.3% | 17.01 | Level Fitness, Tractor Supply, Goodwill | | Staples Plaza-Yorktown Heights | New York-Newark-Jersey City | NY | | 2023 | 1970 | — | 125 | 100.0% | 12.09 | Level Fitness, Staples, Party City, Extra Space Storage | | Tanglewood Shopping Center | New York-Newark-Jersey City | NY | | 2023 | 1953 | 3,163 | 27 | 100.0% | 40.47 | - | | The Gallery at Westbury Plaza | New York-Newark-Jersey City | NY | | 2017 | 2013 | — | 312 | 100.0% | 53.17 | Trader Joe's, Nordstrom Rack, Saks Fifth Avenue, Bloomingdale's, The Container Store, HomeGoods, Old Navy, Gap Outlet, Bassett Home Furnishings, Famous Footwear | | The Point at Garden City Park | New York-Newark-Jersey City | NY | | 2016 | 2018 | — | 105 | 100.0% | 30.73 | King Kullen, Ace Hardware | | The Shops at SunVet (fka SunVet)(6)(7) | New York-Newark-Jersey City | NY | 100% | 2023 | 2023 | — | 173 | 33.7% | 38.55 | Whole Foods | | Towne Centre at Somers | New York-Newark-Jersey City | NY | | 2023 | 1988 | — | 84 | 100.0% | 31.08 | CVS | | Valley Stream | New York-Newark-Jersey City | NY | | 2021 | 1950 | — | 99 | 95.0% | 28.68 | King Kullen | | Village Commons | New York-Newark-Jersey City | NY | | 2023 | 1980 | — | 28 | 88.6% | 38.95 | - | | Wading River | New York-Newark-Jersey City | NY | | 2021 | 2002 | — | 99 | 89.8% | 24.18 | King Kullen, CVS, Ace Hardware | | Westbury Plaza | New York-Newark-Jersey City | NY | | 2017 | 2004 | 88,000 | 390 | 100.0% | 27.26 | WalMart, Costco, Marshalls, Total Wine and More, Olive Garden | | Marine's Taste of Italy | Torrington | NY | | 2023 | 1988 | — | 3 | 100.0% | 28.73 | - | | Cherry Grove | Cincinnati | OH | | 1998 | 2012 | — | 203 | 99.0% | 13.05 | Kroger, Shoe Carnival, TJ Maxx, Tuesday Morning | | Hyde Park | Cincinnati | OH | | 1997 | 1995 | — | 397 | 98.8% | 17.40 | Kroger, Kohl's, Walgreens, Jo-Ann Fabrics, Ace Hardware, Staples, Marshalls, Five Below | | Red Bank Village | Cincinnati | OH | | 2006 | 2018 | — | 176 | 100.0% | 7.89 | WalMart | | Regency Commons | Cincinnati | OH | | 2004 | 2004 | — | 34 | 78.8% | 27.76 | - | | West Chester Plaza | Cincinnati | OH | | 1998 | 1988 | — | 88 | 100.0% | 10.56 | Kroger | | East Pointe | Columbus | OH | | 1998 | 2014 | — | 111 | 100.0% | 11.53 | Kroger | | Kroger New Albany Center | Columbus | OH | | 1999 | 1999 | — | 93 | 100.0% | 13.90 | Kroger | | Northgate Plaza (Maxtown Road) | Columbus | OH | | 1998 | 2017 | — | 117 | 100.0% | 12.33 | Kroger, (Home Depot) | | Corvallis Market Center | Corvallis | OR | | 2006 | 2006 | — | 85 | 100.0% | 22.68 | Michaels, TJ Maxx, Trader Joe's | | Northgate Marketplace | Medford | OR | | 2011 | 2011 | — | 81 | 93.2% | 24.56 | Trader Joe's, REI, PETCO | 37 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Northgate Marketplace Ph II | Medford | OR | | 2015 | 2015 | — | 177 | 96.4% | 18.05 | Dick's Sporting Goods, Homegoods, Marshalls | | Greenway Town Center | Portland-Vancouver-Hillsboro | OR | 40% | 2005 | 2014 | — | 93 | 100.0% | 16.79 | Dollar Tree, Rite Aid, Whole Foods | | Murrayhill Marketplace | Portland-Vancouver-Hillsboro | OR | | 1999 | 2016 | — | 150 | 85.9% | 20.98 | Safeway, Planet Fitness | | Sherwood Crossroads | Portland-Vancouver-Hillsboro | OR | | 1999 | 1999 | — | 88 | 98.6% | 12.69 | Safeway | | Tanasbourne Market | Portland-Vancouver-Hillsboro | OR | | 2006 | 2006 | — | 71 | 100.0% | 33.03 | Whole Foods | | Walker Center | Portland-Vancouver-Hillsboro | OR | | 1999 | 1987 | — | 89 | 96.8% | 28.59 | REI | | Allen Street Shopping Ctr | Allentown-Bethlehem-Easton | PA | 40% | 2005 | 1958 | — | 46 | 100.0% | 19.07 | Grocery Outlet Bargain Market | | Lower Nazareth Commons | Allentown-Bethlehem-Easton | PA | | 2007 | 2012 | — | 96 | 100.0% | 27.85 | Burlington Coat Factory, PETCO, (Wegmans), (Target) | | Stefko Boulevard Shopping Center | Allentown-Bethlehem-Easton | PA | 40% | 2005 | 1976 | — | 134 | 97.9% | 10.69 | Valley Farm Market, Dollar Tree, Muscle Inc. Gym | | Hershey | Harrisburg-Carlisle | PA | | 2000 | 2000 | — | 6 | 100.0% | 30.00 | - | | Baederwood Shopping Center | Philadelphia-Camden-Wilmington | PA | 80% | 2023 | 1999 | 24,365 | 117 | 100.0% | 28.11 | Whole Foods, Planet Fitness | | City Avenue Shopping Center | Philadelphia-Camden-Wilmington | PA | 40% | 2005 | 1960 | — | 162 | 89.4% | 21.77 | Ross Dress for Less, TJ Maxx, Dollar Tree | | Gateway Shopping Center | Philadelphia-Camden-Wilmington | PA | | 2004 | 2016 | — | 224 | 99.0% | 35.87 | Trader Joe's, Staples, TJ Maxx, Jo-Ann Fabrics | | Mercer Square Shopping Center | Philadelphia-Camden-Wilmington | PA | 40% | 2005 | 1988 | — | 91 | 100.0% | 23.28 | Weis Markets | | Newtown Square Shopping Center | Philadelphia-Camden-Wilmington | PA | 40% | 2005 | 2020 | 20,000 | 142 | 97.2% | 19.49 | Acme Markets, Michael's | | Warwick Square Shopping Center | Philadelphia-Camden-Wilmington | PA | 40% | 2005 | 1999 | — | 93 | 96.7% | 17.49 | Grocery Outlet Bargain Market, Planet Fitness | | Indigo Square | Charleston-North Charleston | SC | | 2017 | 2017 | — | 51 | 100.0% | 30.99 | Greenwise (Vac 8/29/20) | | Merchants Village | Charleston-North Charleston | SC | 40% | 1997 | 1997 | 9,000 | 80 | 100.0% | 18.63 | Publix | | Harpeth Village Fieldstone | Nashvil-Davdsn-Murfree-Frankln | TN | | 1997 | 1998 | — | 70 | 100.0% | 17.31 | Publix | | Northlake Village | Nashvil-Davdsn-Murfree-Frankln | TN | | 2000 | 2013 | — | 135 | 98.9% | 15.83 | Kroger | | Peartree Village | Nashvil-Davdsn-Murfree-Frankln | TN | | 1997 | 1997 | — | 110 | 100.0% | 20.43 | Kroger, PETCO | | Hancock | Austin-Round Rock-Georgetown | TX | | 1999 | 1998 | — | 263 | 98.1% | 20.04 | 24 Hour Fitness, Firestone Complete Auto Care, H.E.B, PETCO, Twin Liquors | | Market at Round Rock | Austin-Round Rock-Georgetown | TX | | 1999 | 1987 | — | 123 | 86.5% | 21.19 | Sprout's Markets, Office Depot | | North Hills | Austin-Round Rock-Georgetown | TX | | 1999 | 1995 | — | 164 | 98.8% | 22.11 | H.E.B. | | Shops at Mira Vista | Austin-Round Rock-Georgetown | TX | | 2014 | 2002 | 165 | 68 | 100.0% | 26.25 | Trader Joe's, Champions Westlake Gymnastics & Cheer | | Tech Ridge Center | Austin-Round Rock-Georgetown | TX | | 2011 | 2020 | — | 216 | 99.4% | 24.23 | H.E.B., Pinstack, Baylor Scott & White | | Bethany Park Place | Dallas-Fort Worth-Arlington | TX | | 1998 | 1998 | 10,200 | 99 | 100.0% | 12.23 | Kroger | | CityLine Market | Dallas-Fort Worth-Arlington | TX | | 2014 | 2014 | — | 81 | 100.0% | 30.41 | Whole Foods | | CityLine Market Phase II | Dallas-Fort Worth-Arlington | TX | | 2015 | 2015 | — | 22 | 100.0% | 28.58 | CVS | | Hillcrest Village | Dallas-Fort Worth-Arlington | TX | | 1999 | 1991 | — | 15 | 100.0% | 51.23 | - | | Keller Town Center | Dallas-Fort Worth-Arlington | TX | | 1999 | 2014 | — | 120 | 97.4% | 17.43 | Tom Thumb | | Lebanon/Legacy Center | Dallas-Fort Worth-Arlington | TX | | 2000 | 2002 | — | 56 | 100.0% | 30.26 | (WalMart) | | Market at Preston Forest | Dallas-Fort Worth-Arlington | TX | | 1999 | 1990 | — | 96 | 97.4% | 22.34 | Tom Thumb | | Mockingbird Commons | Dallas-Fort Worth-Arlington | TX | | 1999 | 1987 | — | 120 | 95.9% | 21.36 | Tom Thumb, Ogle School of Hair Design | | Preston Oaks | Dallas-Fort Worth-Arlington | TX | | 2013 | 2022 | — | 103 | 100.0% | 40.79 | Central Market, Talbots | | Prestonbrook | Dallas-Fort Worth-Arlington | TX | | 1998 | 1998 | — | 92 | 98.9% | 15.57 | Kroger | | Shiloh Springs | Dallas-Fort Worth-Arlington | TX | | 1998 | 1998 | — | 110 | 93.6% | 15.32 | Kroger | | Alden Bridge | Houston-Woodlands-Sugar Land | TX | | 2002 | 1998 | 26,000 | 139 | 98.4% | 21.64 | Kroger, Walgreens | | Baybrook East(7) | Houston-Woodlands-Sugar Land | TX | 50% | 2020 | 2021 | 10,222 | 156 | 93.9% | 13.16 | H.E.B | | Cochran's Crossing | Houston-Woodlands-Sugar Land | TX | | 2002 | 1994 | — | 138 | 100.0% | 20.77 | Kroger | | Indian Springs Center | Houston-Woodlands-Sugar Land | TX | | 2002 | 2003 | — | 137 | 98.9% | 25.71 | H.E.B. | | Market at Springwoods Village | Houston-Woodlands-Sugar Land | TX | 53% | 2016 | 2018 | 3,750 | 167 | 98.9% | 18.14 | Kroger | | Panther Creek | Houston-Woodlands-Sugar Land | TX | | 2002 | 1994 | — | 166 | 100.0% | 25.24 | CVS, The Woodlands Childrens Museum, Fitness Project | 38 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Sienna(7) | Houston-Woodlands-Sugar Land | TX | 75% | 2023 | 2023 | — | 30 | 19.2% | 37.38 | - | | Southpark at Cinco Ranch | Houston-Woodlands-Sugar Land | TX | | 2012 | 2017 | — | 265 | 100.0% | 14.72 | Kroger, Academy Sports, PETCO, Spec's Liquor and Finer Foods | | Sterling Ridge | Houston-Woodlands-Sugar Land | TX | | 2002 | 2000 | — | 129 | 98.9% | 22.48 | Kroger, CVS | | Sweetwater Plaza | Houston-Woodlands-Sugar Land | TX | 20% | 2001 | 2000 | 20,000 | 134 | 98.1% | 19.07 | Kroger, Walgreens | | The Village at Riverstone | Houston-Woodlands-Sugar Land | TX | | 2016 | 2016 | — | 165 | 95.1% | 17.19 | Kroger | | Weslayan Plaza East | Houston-Woodlands-Sugar Land | TX | 40% | 2005 | 1969 | — | 169 | 100.0% | 21.90 | Berings, Ross Dress for Less, Michaels, The Next Level Fitness, Spec's Liquor, Trek Bicycle | | Weslayan Plaza West | Houston-Woodlands-Sugar Land | TX | 40% | 2005 | 1969 | — | 186 | 98.1% | 21.79 | Randalls Food, Walgreens, PETCO, Homegoods, Barnes & Noble | | Westwood Village | Houston-Woodlands-Sugar Land | TX | | 2006 | 2006 | — | 206 | 96.8% | 21.77 | Fitness Project, PetSmart, Office Max, Ross Dress For Less, TJ Maxx, (Target) | | Woodway Collection | Houston-Woodlands-Sugar Land | TX | 40% | 2005 | 2012 | 25,900 | 97 | 94.2% | 32.19 | Whole Foods | | Carytown Exchange | Richmond | VA | 68% | 2018 | 2022 | — | 116 | 95.6% | 28.13 | Publix, CVS | | Hanover Village Shopping Center | Richmond | VA | 40% | 2005 | 1971 | — | 90 | 87.8% | 9.68 | Aldi, Tractor Supply Company, Harbor Freight Tools | | Village Shopping Center | Richmond | VA | 40% | 2005 | 1948 | 24,250 | 116 | 84.1% | 25.64 | Publix, CVS | | Ashburn Farm Village Center | Washington-Arlington-Alexandri | VA | 40% | 2005 | 1996 | — | 92 | 100.0% | 17.76 | Patel Brothers, The Shop Gym | | Belmont Chase | Washington-Arlington-Alexandri | VA | | 2014 | 2014 | — | 91 | 98.3% | 34.38 | Cooper's Hawk Winery, Whole Foods | | Centre Ridge Marketplace | Washington-Arlington-Alexandri | VA | 40% | 2005 | 1996 | 11,640 | 107 | 100.0% | 21.37 | United States Coast Guard Ex, Planet Fitness | | Festival at Manchester Lakes | Washington-Arlington-Alexandri | VA | 40% | 2005 | 2021 | — | 169 | 100.0% | 31.35 | Amazon Fresh, Homesense, Hyper Kidz | | Fox Mill Shopping Center | Washington-Arlington-Alexandri | VA | 40% | 2005 | 2013 | 22,500 | 103 | 97.6% | 27.22 | Giant | | Greenbriar Town Center | Washington-Arlington-Alexandri | VA | 40% | 2005 | 1972 | 76,200 | 340 | 99.3% | 29.41 | Big Blue Swim School, Bob's Discount Furniture, CVS, Giant, Marshalls, Planet Fitness, Ross Dress for Less, Total Wine and More | | Kamp Washington Shopping Center | Washington-Arlington-Alexandri | VA | 40% | 2005 | 1960 | — | 71 | 93.8% | 33.91 | PGA Tour Superstore | | Kings Park Shopping Center | Washington-Arlington-Alexandri | VA | 40% | 2005 | 2015 | 21,800 | 96 | 100.0% | 34.12 | Giant, CVS | | Lorton Station Marketplace | Washington-Arlington-Alexandri | VA | 20% | 2006 | 2005 | 7,300 | 136 | 84.1% | 26.68 | Amazon Fresh, Planet Fitness | | Point 50 | Washington-Arlington-Alexandri | VA | | 2007 | 2021 | — | 48 | 100.0% | 32.94 | Amazon Fresh | | Saratoga Shopping Center | Washington-Arlington-Alexandri | VA | 40% | 2005 | 1977 | 22,800 | 113 | 93.4% | 21.77 | Giant | | Shops at County Center | Washington-Arlington-Alexandri | VA | | 2005 | 2005 | — | 97 | 98.3% | 19.26 | Harris Teeter, Planet Fitness | | The Crossing Clarendon | Washington-Arlington-Alexandri | VA | | 2016 | 2023 | — | 420 | 96.9% | 38.07 | Whole Foods, Crate & Barrel, The Container Store, Barnes & Noble, Pottery Barn, Ethan Allen, The Cheesecake Factory, LifeTime, Corobus Sports | | The Field at Commonwealth | Washington-Arlington-Alexandri | VA | | 2017 | 2018 | — | 167 | 100.0% | 23.62 | Wegmans | | Village Center at Dulles | Washington-Arlington-Alexandri | VA | 20% | 2002 | 1991 | 52,000 | 307 | 83.3% | 30.56 | Giant, CVS, Advance Auto Parts, Chuck E. Cheese, HomeGoods, Goodwill, Furniture Max | | Willston Centre I | Washington-Arlington-Alexandri | VA | 40% | 2005 | 1952 | — | 105 | 82.2% | 31.65 | Fashion K City | | Willston Centre II | Washington-Arlington-Alexandri | VA | 40% | 2005 | 2010 | 23,823 | 136 | 94.4% | 27.81 | Safeway, (Target), (PetSmart) | | 6401 Roosevelt | Seattle-Tacoma-Bellevue | WA | | 2019 | 1929 | — | 8 | 100.0% | 27.10 | - | | Aurora Marketplace | Seattle-Tacoma-Bellevue | WA | 40% | 2005 | 1991 | 13,400 | 107 | 100.0% | 18.92 | Safeway, TJ Maxx | | Ballard Blocks I | Seattle-Tacoma-Bellevue | WA | 50% | 2018 | 2007 | — | 132 | 98.4% | 28.01 | LA Fitness, Ross Dress for Less, Trader Joe's | | Ballard Blocks II | Seattle-Tacoma-Bellevue | WA | 50% | 2018 | 2018 | — | 117 | 98.4% | 35.12 | Bright Horizons, Kaiser Permanente, PCC Community Markets, Prokarma, Trufusion, West Marine | 39 | Property Name | CBSA (1) | State | Owner- ship Interest (2) | Year Acquired | Year Constructed or Last Major Renovation | Mortgages or Encumbrances (in 000's) | Gross Leasable Area (GLA) (in 000's) | Percent Leased (3) | Average Base Rent PSF (4) | Major Tenant(s) (5) | | --- | --- | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | --- | | Broadway Market | Seattle-Tacoma-Bellevue | WA | 20% | 2014 | 1988 | 21,500 | 140 | 95.7% | 28.83 | Gold's Gym, Mosaic Salon Group, Quality Food Centers | | Cascade Plaza | Seattle-Tacoma-Bellevue | WA | 20% | 1999 | 1999 | — | 207 | 97.9% | 13.26 | Big 5 Sporting Goods, Dollar Tree, Jo-Ann Fabrics, Planet Fitness, Ross Dress For Less, Safeway, Aaron's | | Eastgate Plaza | Seattle-Tacoma-Bellevue | WA | 40% | 2005 | 2021 | 22,000 | 85 | 96.5% | 32.61 | Safeway, Rite Aid | | Grand Ridge Plaza | Seattle-Tacoma-Bellevue | WA | | 2012 | 2018 | — | 331 | 99.2% | 26.62 | Bevmo!, Dick's Sporting Goods, Marshalls, Regal Cinemas,Safeway, Ulta | | Inglewood Plaza | Seattle-Tacoma-Bellevue | WA | | 1999 | 1985 | — | 17 | 95.9% | 47.01 | - | | Island Village | Seattle-Tacoma-Bellevue | WA | | 2023 | 2013 | — | 106 | 100.0% | 16.38 | Safeway, Rite Aid | | Klahanie Shopping Center | Seattle-Tacoma-Bellevue | WA | | 2016 | 1998 | — | 67 | 96.7% | 38.28 | (QFC) | | Melrose Market | Seattle-Tacoma-Bellevue | WA | | 2019 | 2009 | — | 21 | 84.2% | 35.14 | - | | Overlake Fashion Plaza | Seattle-Tacoma-Bellevue | WA | 40% | 2005 | 2020 | — | 87 | 100.0% | 30.25 | Marshalls, Bevmo!, Amazon Go Grocery | | Pine Lake Village | Seattle-Tacoma-Bellevue | WA | | 1999 | 1989 | — | 103 | 98.6% | 26.79 | Quality Food Centers, Rite Aid | | Roosevelt Square | Seattle-Tacoma-Bellevue | WA | | 2017 | 2017 | — | 150 | 81.3% | 27.33 | Whole Foods, Guitar Center, LA Fitness | | Sammamish-Highlands | Seattle-Tacoma-Bellevue | WA | | 1999 | 2013 | — | 101 | 100.0% | 38.84 | Trader Joe's, Bartell Drugs, (Safeway) | | Southcenter | Seattle-Tacoma-Bellevue | WA | | 1999 | 1990 | — | 59 | 100.0% | 35.51 | (Target) | | **Regency Centers Total** | | | | | | $2,268,157 | 56,825 | 95.1% | $24.44 | | (1) CBSA refers to Core-Based Statistical Area (e.g. metropolitan area). (2) Represents our percentage ownership interest in the property, if not wholly-owned. (3) Percentages also include properties where we have not yet incurred at least 90% of the expected costs to complete development and the property is not yet 95% occupied or the anchor has not yet been open for at least two years ("development properties" or "properties in development"). However, if development properties were excluded, the total percent leased would be 94.9% for our Combined Portfolio of shopping centers. (4) Average base rent PSF is calculated based on annual minimum contractual base rent per the tenant lease, excluding percentage rent and recovery revenue. (5) Retailers in parenthesis are shadow anchors at our shopping centers. We have no ownership or leasehold interest in their space, which is within or adjacent to our property. (6) The ground underlying the building and improvements is not owned by Regency or its unconsolidated real estate partnerships, but is subject to a ground lease. (7) Property in development. ## Legal proceedings As filed, 610 characters. We are a party to various legal proceedings that arise in the ordinary course of our business. We are not currently involved in any litigation, nor, to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations. However, no assurances can be given as to the outcome of any threatened or pending legal proceedings. See Note 16 - Commitments and Contingencies in the Notes for discussion regarding material legal proceeds and contingencies. ## Management's discussion and analysis As filed, 61,348 characters. ### Executing on our Strategy During the year ended December 31, 2023, we had Net income attributable to common shareholders of $359.5 million as compared to $482.9 million during the year ended December 31, 2022, which included gains on sale of real estate of $109.0 million. During the year ended December 31, 2023: - We completed the acquisition of UBP in an all-stock transaction. As part of the transaction, we acquired over 70 properties, growing our portfolio of high-quality, neighborhood and community shopping centers in premier suburban trade areas that benefit from compelling demographics. - Our Pro-rata same property NOI, excluding termination fees, grew 1.7%, primarily attributable to improvements in base rent from increases in year over year occupancy rates, contractual rent steps in existing leases, and positive rent spreads on new and renewal leases. - We executed 1,839 new and renewal leasing transactions representing 6.9 million Pro-rata SF with positive rent spreads of 10.0% during 2023, compared to 1,981 leasing transactions representing 7.3 million Pro-rata SF with positive rent spreads of 7.4% in 2022. Rent spreads are calculated on all executed leasing transactions for comparable Retail Operating Property spaces, including spaces vacant greater than 12 months. - At December 31, 2023, our total property portfolio was 95.1% leased while our same property portfolio was 95.7% leased, compared to 94.8% and 95.1%, respectively, at December 31, 2022. We continued our development and redevelopment of high quality shopping centers: - Estimated Pro-rata project costs of our current in process development and redevelopment projects totaled $468.1 million compared to $300.9 million at December 31, 2022. - Development and redevelopment projects completed during 2023 represented $87.4 million of estimated net project costs, with an average stabilized yield of 8.7%. We maintained liquidity and financial flexibility to cost effectively fund investment opportunities and debt maturities: - At December 31, 2023, our Pro-rata net debt-to-operating EBITDA*re* ratio on a trailing 12 month basis was 5.4x compared to 5.0x at December 31, 2022. - On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured debt due in 2034, with a coupon of 5.250% . The Company intends to use the net proceeds of the offering to reduce the outstanding balance on its line of credit and for general corporate purposes, including, but not limited to, the future repayment of outstanding debt. Prior to using any of the net proceeds, we may invest the net proceeds in certificates of deposit, interest-bearing short-term investment grade securities or money-market accounts. - We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds available from the January 2024 offering noted above. - We have $148.3 million of secured mortgage maturities during the next 12 months, including mortgages within our real estate partnership, which we intend to refinance or pay-off as they mature. - At December 31, 2023, we had $1.1 billion available on the Line. In January 2024, we amended the Line agreement, to, among other items, increase the borrowing capacity to $1.5 billion and to extend the maturity date to March 23, 2028 with the option to extend the maturity for two additional six-month periods. ### 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 converted | 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 categorized as Non-Same Property for 2023 and 2024 reporting purposes) 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 December 31, 2023. ### Leasing Activity and Significant Tenants We believe our high-quality, neighborhood and community shopping centers located in suburban trade areas with compelling demographics create attractive spaces for retail and service providers to operate their businesses. #### Pro-rata Percent Leased The following table summarizes Pro-rata percent leased of our combined consolidated and unconsolidated shopping center portfolio: | | December 31, 2023 | December 31, 2022 | | --- | ---: | ---: | | Percent Leased – All properties | 95.1% | 94.8% | | Anchor Space (spaces ≥ 10,000 SF) | 96.7% | 96.8% | | Shop Space (spaces \< 10,000 SF) | 92.4% | 91.5% | Our percent leased increased primarily due to favorable leasing activity in our Shop Space category during 2023. #### Pro-rata Leasing Activity The following table summarizes leasing activity, including our Pro-rata share of activity within the portfolio of our real estate partnerships (totals as a weighted-average PSF): | Anchor Space Leases | Year Ended December 31, 2023 Leasing Transactions | SF (in thousands) | Base Rent PSF | Tenant Allowance and Landlord Work PSF | Leasing Commissions PSF | | --- | ---: | ---: | ---: | ---: | ---: | | New | 41 | 859 | $20.37 | $45.96 | $5.38 | | Renewal | 110 | 2,916 | 18.06 | 0.39 | 0.10 | | Total Anchor Space Leases | 151 | 3,775 | $18.58 | $10.77 | $1.30 | | Shop Space Leases | | | | | | | New | 583 | 1,179 | $38.25 | $41.71 | $13.28 | | Renewal | 1,105 | 1,952 | 37.55 | 1.73 | 0.73 | | Total Shop Space Leases | 1,688 | 3,131 | $37.82 | $16.79 | $5.45 | | Total Leases | 1,839 | 6,906 | $27.30 | $13.50 | $3.19 | 44 | Anchor Space Leases | Year Ended December 31, 2022 Leasing Transactions | SF (in thousands) | Base Rent PSF | Tenant Allowance and Landlord Work PSF | Leasing Commissions PSF | | --- | ---: | ---: | ---: | ---: | ---: | | New | 24 | 632 | $15.09 | $24.36 | $5.32 | | Renewal | 108 | 3,252 | 16.36 | 1.07 | 0.23 | | Total Anchor Space Leases | 132 | 3,884 | $16.16 | $4.86 | $1.06 | | Shop Space Leases | | | | | | | New | 562 | 1,058 | $37.55 | $36.17 | $11.48 | | Renewal | 1,287 | 2,395 | 35.94 | 1.66 | 0.77 | | Total Shop Space Leases | 1,849 | 3,453 | $36.44 | $12.23 | $4.05 | | Total Leases | 1,981 | 7,337 | $25.70 | $8.33 | $2.47 | The weighted-average base rent PSF on signed Shop Space leases during 2023 was $37.82 PSF, which is higher than the weighted average annual base rent PSF of all Shop Space leases due to expire during the next 12 months of $34.73 PSF. New and renewal rent spreads, as compared to prior rents on these same spaces leased, were positive at 10.0% for the 12 months ended December 31, 2023, as compared to 7.4% for the 12 months ended December 31, 2022. #### Significant Tenants and Concentrations of Risk We seek to reduce our operating and leasing risks through geographic diversification of our properties, as seen in "Item 2. *Properties*" of this Report. We seek to avoid dependence on any single property, market, or tenant. Based on percentage of annualized base rent, the following table summarizes our most significant tenants, of which four of the top five are grocers: | Anchor | December 31, 2023 Number of Stores | Percentage of Company- owned GLA (1) | Percentage of Annual Base Rent (1) | | --- | ---: | ---: | ---: | | Publix | 68 | 6.4% | 3.0% | | Albertsons Companies, Inc. | 53 | 4.8% | 3.0% | | Kroger Co. | 52 | 6.4% | 2.7% | | Amazon/Whole Foods | 38 | 2.7% | 2.6% | | TJX Companies, Inc. | 70 | 3.6% | 2.6% | (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 investing in suburban trade areas with compelling demographic populations benefiting from high levels of disposal income. The potential for a recession and the severity and duration of any economic downturn could negatively impact our existing tenants and their ability to continue to meet their lease obligations. Although base rent is derived from long-term lease contracts, tenants that file for bankruptcy generally have the legal right to reject any or all of their leases and close related stores. Any unsecured claim we hold against a bankrupt tenant for unpaid rent might be paid only to the extent that funds are available and only in the same percentage as is paid to all other holders of unsecured claims. As a result, it is likely that we would recover substantially less than the full value of any unsecured claims we hold. Additionally, we may incur significant expense to adjudicate our claim and significant downtime to re-lease the vacated space. In the event that a tenant with a significant number of leases in our shopping centers files for bankruptcy and rejects its leases, we could experience a significant reduction in our revenues. Tenants who are currently in bankruptcy and continue to occupy space in our shopping centers represent an aggregate of 0.5% of our Pro-rata annual base rent which is primarily related to Rite Aid who filed in October 2023. ### Results from Operations Results from operations for the year ended December 31, 2023, include the results of our acquisition of UBP from August 18, 2023. #### Comparison of the years ended December 31, 2023 and 2022: Revenues changed as summarized in the following table: *(in thousands)* | Lease income | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Base rent | $897,451 | 821,755 | 75,696 | | Recoveries from tenants | 311,775 | 280,658 | 31,117 | | Percentage rent | 12,963 | 9,635 | 3,328 | | Uncollectible lease income | (549) | 13,841 | (14,390) | | Other lease income | 20,685 | 14,748 | 5,937 | | Straight-line rent | 10,788 | 24,272 | (13,484) | | Above/below market rent and tenant rent inducement amortization, net | 30,826 | 22,543 | 8,283 | | Total lease income | $1,283,939 | 1,187,452 | 96,487 | | Other property income | 11,573 | 10,719 | 854 | | Management, transaction, and other fees | 26,954 | 25,851 | 1,103 | | Total revenues | $1,322,466 | 1,224,022 | 98,444 | Total lease income increased $96.5 million primarily driven by the following contractually billable components of rent to the tenants per the lease agreements: - $75.7 million increase from billable Base rent: - $36.5 million increase from acquisition of UBP; - $2.8 million increase from rent commencing at development properties; - $4.5 million increase from acquisitions of other operating properties in 2023 and 2022; and - $32.1 million net increase from same properties, including: - $19.1 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 - $10.8 million increase due to redevelopment projects completing and operating. - $31.1 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, mainly from the following: - $12.7 million increase from acquisition of UBP; - $1.3 million increase from rents commencing at development properties and the acquisition of other operating properties in 2022 and 2023; and - $16.9 million net increase from same properties primarily due to higher operating costs in the current year. - $3.3 million increase in Percentage rent due to increases in tenant sales. - $14.4 million decrease primarily driven by the 2022 collections of previously reserve amounts, which have continued to occur in 2023, but to a lesser degree. - $5.9 million increase in Other lease income primarily due to an $3.8 million increase in lease termination fees and $2.1 million related to the acquisition of UBP. - $13.5 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. - $8.3 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 $1.1 million primarily due to increased debt placement, property management and development fees from our real estate partnerships. Changes in our operating expenses are summarized in the following table: *(in thousands)* | | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Depreciation and amortization | $352,282 | 319,697 | 32,585 | | Property operating expense | 229,209 | 196,148 | 33,061 | | Real estate taxes | 165,560 | 149,795 | 15,765 | | General and administrative | 97,806 | 79,903 | 17,903 | | Other operating expenses | 9,459 | 6,166 | 3,293 | | Total operating expenses | $854,316 | 751,709 | 102,607 | Depreciation and amortization costs increased $32.6 million, as follows: - $24.0 million increase from acquisition of UBP; - $5.1 million increase from same properties, primarily driven by redevelopment projects; - $3.0 million increase from acquisitions of operating properties; and - $0.5 million increase from development properties becoming available for occupancy. Property operating expense increased $33.1 million, on a net basis, as follows: - $8.1 million increase from acquisition of UBP; - $1.3 million increase from development properties; - $3.2 million increase from higher claims expense in our captive insurance company; - $2.2 million related to acquisitions of other operating properties; and - $18.3 million increase from same properties primarily attributable to an increase in recoverable common area and tenant related costs. Real estate taxes increased $15.8 million, on a net basis, mainly due to the following: - $8.9 million increase from acquisition of UBP; - $2.1 million increase from acquisitions of other operating properties and developments where capitalization ceased and spaces became available for occupancy; and - $4.8 million net increase from same properties primarily due to increases in real estate tax assessments across the portfolio. General and administrative costs increased $17.9 million, on a net basis, mainly due to the following: - $10.9 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; - $1.1 million net increase driven by higher professional fees, business promotion and travel related costs; - $8.3 million net increase in compensation costs primarily driven by salary increases, fewer vacant positions and performance-based incentive compensation; partially offset by - $2.5 million decrease due to higher development overhead capitalization based on the timing and progress of our development and redevelopment projects. Other operating expenses increased $3.3 million, primarily due to transition costs related to the acquisition of UBP. The following table presents the components of Other expense: *(in thousands)* | Interest expense, net | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Interest on notes payable | $154,647 | 148,803 | 5,844 | | Interest on unsecured credit facilities | 6,824 | 2,058 | 4,766 | | Capitalized interest | (5,695) | (4,166) | (1,529) | | Hedge expense | 438 | 438 | — | | Interest income | (1,965) | (947) | (1,018) | | Interest expense, net | 154,249 | 146,186 | 8,063 | | Gain on sale of real estate, net of tax | (661) | (109,005) | 108,344 | | Early extinguishment of debt | (99) | — | (99) | | Net investment (income) loss | (5,665) | 6,921 | (12,586) | | Total other expense (income) | $147,824 | 44,102 | 103,722 | 47 Interest expense, net increased $8.1 million primarily due to the following: - $5.8 million net increase related to loans assumed with the UBP acquisition; - $4.8 million increase driven by higher average balances on our unsecured credit facility; partially offset by - $2.5 million decrease from higher capitalization of interest due to timing of development spend and higher interest income earned on cash balances. During 2023, we recognized gains on sale of $0.7 million from three land parcels. During 2022, we recognized gains on sale of $109.0 million from two operating property and five land parcels. Net investment income increased $12.6 million primarily driven by $11.0 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 $1.6 million gains on investments held in our captive insurance company. Total equity in income of investments in real estate partnerships changed as follows: *(in thousands)* | Regency's Ownership | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | GRI - Regency, LLC ("GRIR") 40.00% | $35,901 | 35,819 | 82 | | Equity One JV Portfolio LLC ("NYC") (1) 30.00% | 84 | 9,173 | (9,089) | | Columbia Regency Retail Partners, LLC ("Columbia I") 20.00% | 1,630 | 1,817 | (187) | | Columbia Regency Partners II, LLC ("Columbia II") 20.00% | 1,743 | 1,735 | 8 | | Columbia Village District, LLC 30.00% | 2,199 | 1,669 | 530 | | RegCal, LLC ("RegCal") (2) 25.00% | 2,912 | 4,499 | (1,587) | | Other investments in real estate partnerships 11.80% - 66.67% | 6,072 | 5,112 | 960 | | Total equity in income of investments in real estate partnerships | $50,541 | 59,824 | (9,283) | (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 2024. (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. The remaining operating property within RegCal, LLC, was sold in the fourth quarter of 2023. The $9.3 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; - $1.6 million decrease within RegCal, primarily due to gain on sale of one operating property during 2022 in comparison to the one sold in 2023; partially offset by - $1.0 million increase within Other investments in real estate partnerships, related to increases in lease income at a single property partnership under redevelopment and income generated by new partnerships assumed through the UBP acquisition. The following represents the remaining components that comprise Net income attributable to common shareholders and unit holders: *(in thousands)* | | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Net income | $370,867 | 488,035 | (117,168) | | Income attributable to noncontrolling interests | (6,310) | (5,170) | (1,140) | | Net income attributable to the Company | 364,557 | 482,865 | (118,308) | | Preferred stock dividends | (5,057) | — | (5,057) | | Net income attributable to common shareholders | $359,500 | 482,865 | (123,365) | | Net income attributable to exchangeable operating partnership units | 2,008 | 2,105 | (97) | | Net income attributable to common unit holders | $361,508 | 484,970 | (123,462) | #### Comparison of the years ended December 31, 2022 and 2021: For a comparison of our results from operations for the years ended December 31, 2022 and 2021, see "Part II, Item 7. *Management's Discussion and Analysis of Financial Condition and Results of Operations*" of our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on February 17, 2023. ### 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 operating results. We believe these non-GAAP measures provide useful information to our Board of Directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes. We provide Pro-rata financial information because we believe it assists investors and analysts in estimating our economic interest in our consolidated and unconsolidated real estate partnerships, when read in conjunction with our reported results under GAAP. We believe presenting our Pro-rata share of operating results, along with other non-GAAP measures, may assist in comparing our operating results to other REITs. We continually evaluate the usefulness, relevance, limitations, and calculation of our reported non-GAAP measures to determine how best to provide relevant information to the public, and thus such reported non-GAAP measures could change. See "Defined Terms" in "Item 1. *Business*" for additional information regarding the definition of and other information regarding the non-GAAP measures we present in this Report. We do not consider non-GAAP measures as an alternative to financial measures determined in accordance with GAAP, rather they supplement GAAP measures by providing additional information we believe to be useful to our shareholders. The principal limitation of these non-GAAP measures is they may exclude significant expense and income items that are required by GAAP to be recognized in our Consolidated Financial Statements. In addition, they reflect the exercise of management's judgment about which expense and income items are excluded or included in determining these non-GAAP measures. In order to compensate for these limitations, reconciliations of the non-GAAP measures we use to their most directly comparable GAAP measures are provided, including as set forth below. Non-GAAP measures should not be relied upon in evaluating the financial condition, results of operations, or future prospects. ### Pro-rata Same Property NOI: Pro-rata same property NOI, excluding termination fees/expenses, changed from the following major components: *(in thousands)* | Real estate revenues: | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Base rent | $940,556 | 908,351 | 32,205 | | Recoveries from tenants | 328,314 | 308,930 | 19,384 | | Percentage rent | 14,531 | 11,040 | 3,491 | | Termination fees | 7,833 | 5,007 | 2,826 | | Uncollectible lease income | (361) | 14,496 | (14,857) | | Other lease income | 12,450 | 11,945 | 505 | | Other property income | 9,229 | 8,580 | 649 | | Total real estate revenue | 1,312,552 | 1,268,349 | 44,203 | | Real estate operating expenses: | | | | | Operating and maintenance | 222,139 | 202,017 | 20,122 | | Real estate taxes | 168,825 | 162,926 | 5,899 | | Ground rent | 11,992 | 11,761 | 231 | | Total real estate operating expenses | 402,956 | 376,704 | 26,252 | | Pro-rata same property NOI | $909,596 | 891,645 | 17,951 | | Less: Termination fees / expense | 7,833 | 5,007 | 2,826 | | Pro-rata same property NOI, excluding termination fees / expense | $901,763 | 886,638 | 15,125 | | Pro-rata same property NOI growth, excluding termination fees / expense | | | 1.7% | Real estate revenue increased $44.2 million, on a net basis, as follows: - Base rent increased $32.2 million due to rent steps in existing leases, positive rental spreads on new and renewal leases, and increases in occupancy, as well as redevelopment projects completing and operating. - Recoveries from tenants increased $19.4 million due to increases in recoverable expenses. - Percentage rent increased $3.5 million, due to increases in tenant sales. - Termination fees increased $2.8 million driven by two anchor terminations recognized in 2023. - Uncollectible lease income decreased $14.9 million primarily driven by the 2022 collection of previously reserved amounts, which have continued to occur in 2023, but to a lesser degree. Total real estate operating expense increased $26.3 million, on a net basis, as follows: - Operating and maintenance increased $20.1 million primary due to increases in common area maintenance and other tenant-recoverable costs. - Real estate taxes increased $5.9 million primary due to an increase in real estate tax assessments across the portfolio. ### Same Property Roll-forward: Our same property pool includes the following property count, Pro-rata GLA, and changes therein: *(GLA in thousands)* | | 2023 Property Count | GLA | 2022 Property Count | GLA | | --- | ---: | ---: | ---: | ---: | | Beginning same property count | 389 | 41,383 | 393 | 41,294 | | Acquired properties owned for entirety of comparable periods | 5 | 771 | — | 327 | | Developments that reached completion by beginning of earliest comparable period presented | — | — | 1 | 72 | | Disposed properties | (1) | (27) | (5) | (195) | | SF adjustments (1) | — | 8 | — | (115) | | Change in intended property use | 1 | — | — | — | | Ending same property count | 394 | 42,135 | 389 | 41,383 | (1) SF adjustments arising from re-measurements 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: *(in thousands, except share information)* | Reconciliation of Net income to Nareit FFO | 2023 | 2022 | | --- | ---: | ---: | | Net income attributable to common shareholders | $359,500 | 482,865 | | Adjustments to reconcile to Nareit FFO: (1) | | | | Depreciation and amortization (excluding FF&E) | 378,400 | 344,629 | | Gain on sale of real estate | (3,822) | (121,835) | | Exchangeable operating partnership units | 2,008 | 2,105 | | **Nareit FFO attributable to common stock and unit holders** | $736,086 | 707,764 | | **Reconciliation of Nareit FFO to Core Operating Earnings** | | | | Nareit Funds From Operations | $736,086 | 707,764 | | Adjustments to reconcile to Core Operating Earnings: (1) | | | | Not Comparable Items | | | | Merger transition costs | 4,620 | — | | Early extinguishment of debt | (99) | 176 | | Certain Non Cash Items | | | | Straight-line rent | (11,060) | (11,327) | | Uncollectible straight-line rent | (1,174) | (14,155) | | Above/below market rent amortization, net | (29,869) | (21,434) | | Debt premium/discount amortization | 2,352 | (184) | | **Core Operating Earnings** | $700,856 | 660,840 | (1) Includes Regency's Pro-rata share of unconsolidated investment partnerships, net of Pro-rata share attributable to noncontrolling interests. ### 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: *(in thousands)* | | 2023 | 2022 | | --- | ---: | ---: | | Net income attributable to common shareholders | $359,500 | 482,865 | | Less: | | | | Management, transaction, and other fees | 26,954 | 25,851 | | Other (1) | 46,084 | 51,090 | | Plus: | | | | Depreciation and amortization | 352,282 | 319,697 | | General and administrative | 97,806 | 79,903 | | Other operating expense | 9,459 | 6,166 | | Other expense | 147,824 | 44,102 | | Equity in income of investments in real estate excluded from NOI (2) | 46,088 | 35,824 | | Net income attributable to noncontrolling interests | 6,310 | 5,170 | | Preferred stock dividends | 5,057 | — | | Pro-rata NOI | 951,288 | 896,786 | | Less non-same property NOI (3) | (41,692) | (5,141) | | Pro-rata same property NOI | $909,596 | 891,645 | (1) Includes straight-line rental income and expense, net of reserves, above and below market rent amortization, other fees, and noncontrolling interests. (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. On January 8, 2024, Regency priced a public offering of $400 million of senior unsecured notes due 2034 (the “2024 Notes”) under our existing shelf registration filed with the SEC. The Notes mature on January 15, 2034, and were issued at 99.617% of par value with a coupon of 5.25%. We have $250 million of unsecured debt maturing in June 2024, which we intend to pay off by utilizing the proceeds available from the 2024 Notes. In addition, we have $148.3 million of secured mortgage maturities during the next 12 months, including mortgages within our real estate partnerships, which we intend to refinance or pay-off as they mature. Based upon our available cash balance, sources of capital, our current credit ratings, and the number of high quality, unencumbered properties we own, we believe our available capital resources are sufficient to meet our expected capital needs for the next year, although, in the longer term, we can provide no assurances. In addition to our $85.0 million of unrestricted cash, we have the following additional sources of capital available: *(in thousands)* | ATM program (see note 12 to our Consolidated Financial Statements) | December 31, 2023 | | --- | ---: | | Original offering amount | $500,000 | | Available capacity | $500,000 | | **Line of Credit (see note 9 to our Consolidated Financial Statements)** | | | Total commitment amount(2) | $1,250,000 | | Available capacity (1) | $1,090,285 | | Maturity (2) | March 23, 2025 | (1) Net of letters of credit issued against our Line. (2) In January 2024, the Company amended its Line, to, among other items, increase the borrowing capacity to $1.5 billion and to extend the maturity date to March, 2028 with 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 February 7, 2024, our Board of Directors: - Declared a common stock dividend of $0.67 per share, payable on April 3, 2024, to shareholders of record as of March 13, 2024; - Declared a dividend on the Series A Preferred Stock, which will be paid at a rate of $0.390625 per share on April 30, 2024. The dividend will be payable to holders of record of the Series A Preferred Stock as of the close of business on April 15, 2024; and - Declared a dividend on the Series B Preferred Stock, which will be paid at a rate of $0.367200 per share on April 30, 2024. The dividend will be payable to holders of record of the Series B Preferred Stock as of the close of business on April 15, 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 continue qualifying as a REIT for federal income tax purposes. We have historically generated sufficient cash flow from operations to fund our dividend distributions. During the years ended December 31, 2023 and 2022, we generated cash flow from operations of $719.6 million and $655.8 million, respectively, and paid $458.8 million in dividends to our common and preferred stock and unit holders, and $430.1 million in dividends to our common stock and unit holders, respectively. We currently have development and redevelopment projects in various stages of construction, along with a pipeline of potential projects for future development or redevelopment. After funding our common and preferred stock dividend payments in January 2024, we estimate that we will require capital during the next 12 months of approximately $677.8 million related to leasing commissions, tenant improvements, in-process developments and redevelopments, capital contributions to our real estate partnerships, and repaying maturing debt. These capital requirements are being impacted by inflation resulting in increased costs of construction materials, labor, and services from third party contractors and suppliers. Further, continued challenges from permitting delays and labor shortages may extend the time to completion of these projects. In response, we have implemented mitigation strategies such as entering into fixed cost construction contracts, pre-ordering materials, and other planning efforts. If we start new developments or redevelopments, commit to property acquisitions, repay debt prior to maturity, declare future dividends, or repurchase shares of our common stock, our cash requirements will increase. If we refinance maturing debt, our cash requirements will decrease. We endeavor to maintain a high percentage of unencumbered assets. As of December 31, 2023, 87.1% of our wholly-owned real estate assets were unencumbered. Our low level of encumbered assets allows us to more readily access the secured and unsecured debt markets and to maintain borrowing capacity on the Line. Our trailing 12 month fixed charge coverage ratio, including our Pro-rata share of our partnerships, was 4.7x and 4.6x for the periods ended December 31, 2023 and 2022, respectively, and our Pro-rata net debt and Preferred Stock-to-operating EBITDA*re* adjusted ratio on a trailing 12 month basis was 5.4x and 5.0x, respectively, for the same periods. In light of the merger with UBP on August 18, 2023, the adjusted debt metric calculations include legacy Regency results for the trailing 12 months and the annualized contribution from UBP post merger. Our Line and unsecured debt require that we remain in compliance with various covenants, which are described in note 9 to the Consolidated Financial Statements. 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 December 31, 2023, and expect to remain in compliance. #### Summary of Cash Flow Activity The following table summarizes net cash flows related to operating, investing, and financing activities of the Company: *(in thousands)* | | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Net cash provided by operating activities | $719,591 | 655,815 | 63,776 | | Net cash used in investing activities | (341,978) | (206,108) | (135,870) | | Net cash used in financing activities | (355,035) | (475,958) | 120,923 | | Net change in cash, cash equivalents, and restricted cash | 22,578 | (26,251) | 48,829 | | Total cash, cash equivalents, and restricted cash | $91,354 | 68,776 | 22,578 | #### Net cash provided by operating activities: Net cash provided by operating activities increased $63.8 million due to: - $58.7 million increase in cash from operations due to timing of receipts and payments, and - $5.1 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 $135.9 million as follows: *(in thousands)* | Cash flows from investing activities: | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Acquisition of operating real estate, net of cash acquired of $0, $3,061 and $2,991 in 2023, 2022 and 2021, respectively | $(45,386) | (169,639) | 124,253 | | Acquisition of UBP, net of cash acquired of $14,143 | (82,389) | — | (82,389) | | Real estate development and capital improvements | (232,855) | (195,418) | (37,437) | | Proceeds from sale of real estate | 11,167 | 143,133 | (131,966) | | Issuance of notes receivable | (4,000) | — | (4,000) | | Collection of notes receivable | 4,000 | 1,823 | 2,177 | | Investments in real estate partnerships | (13,119) | (36,266) | 23,147 | | Return of capital from investments in real estate partnerships | 11,308 | 48,473 | (37,165) | | Dividends on investment securities | 1,283 | 1,113 | 170 | | Acquisition of investment securities | (7,990) | (21,112) | 13,122 | | Proceeds from sale of investment securities | 16,003 | 21,785 | (5,782) | | Net cash used in investing activities | $(341,978) | (206,108) | (135,870) | Significant changes in investing activities include: - We paid $45.4 million in 2023 to purchase two operating properties. In 2022, we paid $169.6 million to purchase seven operating properties, including four properties in which we previously held a 25% interest through an unconsolidated Investment in real estate partnership. - We invested $82.4 million, net of $14.1 million in cash acquired for the acquisition of UBP, including $39.3 million for UBP debt repaid at closing, and $57.2 million in direct transaction and other costs. - We invested $37.4 million more in 2023 than 2022 in real estate development, redevelopment, and capital improvements, as further detailed in the tables below. - We sold five land parcels, and one development project interest in 2023 for proceeds of $11.2 million compared to two operating properties, four land parcels, and one development project interest in 2022 for proceeds of $143.1 million. - We issued and collected $4.0 million in notes receivable during 2023, and collected $1.8 million during 2022. - We invested $13.1 million in our real estate partnerships during 2023, including: - $2.8 million to fund our share of acquiring one operating property within an existing real estate partnership, and - $10.3 million to fund our share of development and redevelopment activities - During the same period in 2022, we invested $36.3 million in our real estate partnerships, including: - $6.1 million to fund our share of acquiring one operating property within an existing real estate partnership - $20.2 million to fund our share of secured debt maturities, and - $10.0 million to fund our share of development and redevelopment activities. - Return of capital from our unconsolidated investments in real estate partnerships includes sales or financing proceeds: - During 2023, we received $11.3 million, including $3.6 million from our share of debt refinancing activities and $7.7 million from our share of proceeds from real estate sales. - During 2022, we received $48.5 million, including $11.6 million from our share of debt refinancing activities and $36.9 million from our share of proceeds from real estate sales. - Acquisition of securities and proceeds from sale of securities pertain to investment activities held in our captive insurance company and our deferred compensation plan. We plan to continue developing and redeveloping shopping centers for long-term investment. During 2023, we deployed capital of $232.9 million for the development, redevelopment, and improvement of our real estate properties, comprised of the following: *(in thousands)* | Capital expenditures: | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Land acquisitions | $2,580 | 12,484 | (9,904) | | Building and tenant improvements | 92,609 | 75,420 | 17,189 | | Redevelopment costs | 88,426 | 68,730 | 19,696 | | Development costs | 34,981 | 27,861 | 7,120 | | Capitalized interest | 5,505 | 4,133 | 1,372 | | Capitalized direct compensation | 8,754 | 6,790 | 1,964 | | Real estate development and capital improvements | $232,855 | 195,418 | 37,437 | - We paid $2.6 million to acquire one land parcel for development in 2023, and paid $12.5 million to acquire one land parcel for development and one land parcel formerly under ground lease at one of our existing centers in 2022. - Building and tenant improvements increased $17.2 million during 2023, primarily related to the timing of capital projects. - Redevelopment costs are $19.7 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. - 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)* | Property Name Market Developments In-Process | Ownership | Start Date | Estimated Stabilization Year (1) | December 31, 2023 Estimated / Actual Net Development Costs (2) (3) | GLA (3) | Cost PSF of GLA (2) (3) | % of Costs Incurred | | --- | ---: | --- | --- | ---: | ---: | ---: | ---: | | Glenwood Green Metro NYC | 70% | Q1-22 | 2025 | 46,172 | 247 | 187 | 81% | | Baybrook East - Phase 1B(4) Houston, TX | 50% | Q2-22 | 2025 | 10,384 | 78 | 133 | 77% | | Sienna - Phase 1 Houston, TX | 75% | Q2-23 | 2027 | 9,409 | 23 | 409 | 26% | | The Shops at SunVet Long Island, NY | 100% | Q2-23 | 2027 | 86,872 | 167 | 520 | 36% | | **Total Developments In-Process** | | | | $152,837 | 515 | $297 | 51% | (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) Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion. (4) Estimated Net Development Costs for Baybrook East - Phase 1B is limited to our ownership interest in the value of land and site improvements to deliver a parcel to a grocer, under a ground lease agreement, to construct their building and improvements. This property is included in our Investments in real estate partnerships. The following table summarizes our redevelopment projects in-process and completed: *(in thousands)* | Property Name Market Redevelopments In-Process | Ownership | Start Date | Estimated Stabilization Year (1) | December 31, 2023 Estimated Incremental Project Costs (2) (3) | GLA (3) | % of Costs Incurred | | --- | ---: | --- | --- | ---: | ---: | ---: | | The Abbot Boston, MA | 100% | Q2-19 | 2025 | $58,973 | 64 | 95% | | Westbard Square Phase I Bethesda, MD | 100% | Q2-21 | 2025 | 37,000 | 126 | 74% | | Buckhead Landing Atlanta, GA | 100% | Q2-22 | 2025 | 30,859 | 152 | 37% | | Bloom on Third (fka Town and Country Center) Los Angeles, CA | 35% | Q4-22 | 2027 | 24,525 | 51 | 24% | | Mandarin Landing Jacksonville, FL | 100% | Q2-23 | 2025 | 16,422 | 140 | 22% | | 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 | 10% | | Avenida Biscayne Miami, FL | 100% | Q4-23 | 2026 | 22,743 | 29 | 12% | | Cambridge Square Atlanta, GA | 100% | Q4-23 | 2026 | 15,002 | 73 | 3% | | Various Redevelopments Various | 20% - 100% | Various | Various | 57,762 | 1,368 | 40% | | **Total Redevelopments In-Process** | | | | $315,261 | 3,193 | 43% | | **Redevelopments Completed** | | | | | | | | The Crossing Clarendon Metro DC | 100% | Q4-18 | 2024 | $55,679 | 129 | | | Various Properties Various | 20% - 100% | Various | Various | 32,345 | 1,648 | | | **Total Redevelopments Completed** | | | | $88,024 | 1,777 | | (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) Estimated Net Development Costs and GLA are reported based on Regency’s ownership interest in the real estate partnership at completion. #### Net cash used in financing activities: Net cash flows used in financing activities changed during 2023, as follows: *(in thousands)* | Cash flows from financing activities: | 2023 | 2022 | Change | | --- | ---: | ---: | ---: | | Net proceeds from common stock issuances | $(33) | 61,284 | (61,317) | | Repurchase of common shares in conjunction with equity award plans | (7,662) | (6,447) | (1,215) | | Common shares repurchased through share repurchase program | (20,006) | (75,419) | 55,413 | | Proceeds from sale of treasury stock, net | 103 | 64 | 39 | | Contributions from (Distributions to) limited partners in consolidated partnerships, net | 2,425 | (7,245) | 9,670 | | Dividend payments and operating partnership distributions | (458,846) | (430,143) | (28,703) | | Redemption of exchangeable operating partnership units | (9,163) | — | (9,163) | | Proceeds from unsecured credit facilities, net | 152,000 | — | 152,000 | | Proceeds from debt issuance | 59,500 | — | 59,500 | | Debt repayment, including early redemption costs | (72,827) | (17,964) | (54,863) | | Payment of loan costs | (526) | (88) | (438) | | Net cash used in financing activities | $(355,035) | (475,958) | 120,923 | Significant financing activities during the years ended December 31, 2023 and 2022 included the following: - We received proceeds of $61.3 million, net of issue costs, in April 2022 upon settling 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 the years ended December 31, 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 shares of our common stock through our Repurchase Program. - We received $2.4 million net from limited partners, including $10.2 million of contributions for their share of debt repayments and development funding, partially offset by $7.8 million in operating distributions during 2023. During 2022, we paid $7.2 million, net to limited partners, including $15.0 million in distributions for both operating cash flows as well as a partner buyout, partially offset by $7.8 million of contributions from limited partners in new consolidated Investments in real estate partnerships. - We paid $28.7 million more in dividends as a result of an increase in our dividend rate per share and the number of shares of our common stock outstanding, as well as preferred dividends commencing in 2023 as a result of the UBP acquisition. - We paid $9.2 million in 2023 for the redemption of exchangeable operating partnership units. - We received net proceeds of $152.0 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: - We received $59.5 million in proceeds from a mortgage refinancing, - We paid $72.8 million for debt repayments, including: - $11.2 million in principal mortgage payments, and - $61.6 million for a combination of repaying or refinancing six mortgage loans at maturity. - We had the following debt related activity during 2022: - We paid $18.0 million for secured debt payments, including: - $6.8 million to repay one mortgage, and - $11.2 million in principal mortgage payments. ### Contractual Obligations We have contractual obligations at December 31, 2023, which are discussed in our notes to Consolidated Financial Statements and include: - Mortgage loans, unsecured notes, and unsecured credit facilities as discussed in note 9, and related interest rate swaps as discussed in note 10; - We have shopping centers that are subject to non-cancelable long-term ground leases where a third party owns and has leased the underlying land to us to construct and/or operate a shopping center. We also have non-cancelable operating leases pertaining to office space from which we conduct our business. These lease obligations are discussed in note 7; - Our share of mortgage loans within our Investments in real estate partnerships, as discussed in note 4; - Letters of credit of $8.5 million issued to cover our captive insurance program and performance obligations on certain development projects, the latter of which will be satisfied upon completion of the development projects; - Obligations for retirement savings plans due to uncertainty around timing of participant withdrawals, which are solely within the control of the participant, and are further discussed in note 14; and - We will also incur obligations related to construction or development contracts on projects in process; however, future amounts under these construction contracts are not due until future satisfactory performance under the contracts. ### Critical Accounting Estimates Knowledge about our significant accounting policies is necessary for a complete understanding of our Consolidated Financial Statements. The preparation of our Consolidated Financial Statements requires that we make certain estimates, judgments, and assumptions that impact the balance of assets and liabilities as of the financial statement date and the reported amount of income and expenses during the financial reporting period. These accounting estimates, judgments and assumptions are based upon, but not limited to historical experience, current trends, expected future results, current market conditions, and interpretation of industry accounting standards. While the following is not intended to be a comprehensive list of our accounting estimates, the estimates discussed below are believed to be critical because of their significance to the Consolidated Financial Statements and the possibility that future events may differ from those judgments, or that the use of different assumptions could result in materially different estimates. We review these estimates on a periodic basis to ensure reasonableness; however, the amounts we may ultimately realize could differ from such estimates. **Valuation of Real Estate Investments Acquired from Urstadt Biddle Properties, Inc.** We generally account for an acquisition of a single real estate property or portfolio of real estate properties as an asset acquisition. We measure the real estate assets acquired based on their total cost of the acquisition and the total cost is allocated to the real estate properties acquired and related lease intangibles on a relative fair value basis. The fair value of the real estate properties acquired is based on a valuation utilizing an income approach methodology, primarily by applying a market-specific capitalization rate to the estimated stabilized net operating income of the individual real estate properties. The fair value of land acquired is generally based on a valuation utilizing a market approach methodology that identifies comparable land sales. Key assumptions may include stabilized net operating income and capitalization rates. Stabilized net operating income is based on several factors including property operating history, market rents, location, property conditions, amenities, local demographics, economic trends, and size of the property. We determine capitalization rates by market based on recent transactions and other market data and adjust, if necessary, based on the property characteristics. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. The use of different assumptions, judgments and estimates to value the acquired properties and allocate the most significant portion of the purchase price among the land, buildings and improvements and identified intangible assets and liabilities could affect the depreciation and amortization expense we recognize over the estimated remaining useful life. ### Impairment of Real Estate Investments In accordance with GAAP, we evaluate our real estate for impairment whenever there are events or changes in circumstances, including property operating performance, general market conditions or changes in expected hold periods, that indicate that the carrying value of our real estate properties (including any related amortizable intangible assets or liabilities) may not be recoverable. If such events or changes occur, we compare the current carrying value of the asset to the estimated undiscounted cash flows that are directly associated with the use and ultimate disposition of the asset. Our estimated cash flows are based on several key assumptions, including rental rates, expected leasing activity, costs of tenant improvements, leasing commissions, expected hold period, comparable sales information, and assumptions regarding the residual value upon disposition, including the exit capitalization rate. These key assumptions are subjective in nature and the resulting impairment, if any, could differ from the actual gain or loss recognized upon ultimate sale in an arm's length transaction. If the carrying value of the asset exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over the estimated fair value. The estimated fair value of real estate assets is subjective and is estimated through comparable sales information and other market data if available, as well as the use of an income approach such as the direct capitalization method or the discounted cash flow approach. The discounted cash flow method uses similar assumptions to the undiscounted cash flow method above, as well as a discount rate. Such cash flow projections and rates are subject to management judgment and changes in those assumptions could impact the estimation of fair value. In estimating the fair value of undeveloped land, we generally use market data and comparable sales information. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. ### Recent Accounting Pronouncements See note 1 to Consolidated Financial Statements. ### Environmental Matters We are subject to numerous environmental laws and regulations, which primarily pertain to chemicals historically used by certain current and former dry cleaning and gas station tenants and the existence of asbestos in older shopping centers. We believe that the relatively few tenants who currently operate dry cleaning plants or gas stations do so in accordance with current laws and regulations. Generally, we endeavor to require tenants to remove dry cleaning plants from our shopping centers or convert them to more environmentally friendly systems, in accordance with the terms of our leases. We carry an environmental insurance policy for certain third-party liabilities and, in certain circumstances, remediation costs on shopping centers for currently unknown contamination. We have also secured environmental insurance policies, where appropriate, on a relatively small number of specific properties with known contamination, in order to mitigate our environmental risk. We monitor the shopping centers containing environmental issues and in certain cases voluntarily remediate the sites. We also have legal obligations to remediate certain sites and we are in the process of doing so. As of December 31, 2023, we had accrued liabilities of $19.4 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. ## Market risk As filed, 5,277 characters. We are exposed to two significant components of interest rate risk: - Under the Line, as further described in note 9 to the Consolidated Financial Statements, we have a variable interest rate that, as of December 31, 2023, was based upon an annual rate of SOFR plus a 0.10% market adjustment ("Adjusted SOFR") plus 0.865%. SOFR rates charged on our Line change monthly, and the applicable margin on the Line was dependent upon maintaining specific credit ratings. If our credit ratings were downgraded, the applicable margin on the Line would increase, resulting in higher interest costs. As of December 31, 2023 the interest rate plus applicable margin based on our credit rating ranged from Adjusted SOFR plus 0.690% to Adjusted SOFR plus 1.540%. Effective January 18, 2024, upon the Sixth Amendment to the Line, the applicable margin on the Line is dependent upon maintaining certain compliance ratios and credit ratings stipulated in the credit agreement, and the interest rate plus applicable margin based on our credit rating ranges from Adjusted SOFR plus 0.640% to Adjusted SOFR plus 1.390%. - We are also exposed to changes in interest rates when we refinance our existing long-term fixed rate debt. The objective of our interest rate risk management program is to limit the impact of interest rate changes on earnings and cash flows. To achieve these objectives, we borrow primarily at fixed interest rates and may enter into derivative financial instruments such as interest rate swaps, caps, or treasury locks in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes. Our interest rate swaps are structured solely for the purpose of interest rate protection. We continuously monitor the capital markets and evaluate our ability to issue new debt, to repay maturing debt, or to fund our commitments. We continue to believe, in light of our credit ratings, the available capacity under our unsecured credit facility, and the number of high quality, unencumbered properties that we own which could collateralize borrowings, we will be able to successfully issue new secured or unsecured debt to fund maturing debt obligations. It is uncertain the degree to which capital market volatility and rising interest rates will adversely impact the interest rates on any new debt that we may issue. Our interest rate risk is monitored using a variety of techniques. The table below presents the principal cash flows, weighted average interest rates of remaining debt, and the fair value of total debt as of December 31, 2023. For variable rate mortgages and unsecured credit facilities for which we have interest rate swaps in place to fix the interest rate, they are included in the Fixed rate debt section below at their all-in fixed rate. The table is presented by year of expected maturity to evaluate the expected cash flows and sensitivity to interest rate changes. Although the average interest rate for variable rate debt is included in the table, those rates represent rates that existed as of December 31, 2023, and are subject to change on a monthly basis. In addition, we continually assess the market risk for floating rate debt and believe that a 1% increase in interest rates would decrease future earnings and cash flows by approximately $1,557,500 per year based on $155.8 million of floating rate mortgage debt and floating rate line of credit balances outstanding at December 31, 2023. If we increase our line of credit balance in the future, additional decreases to future earnings and cash flows could occur. Further, the table below incorporates only those exposures that exist as of December 31, 2023, and does not consider exposures or positions that could arise after that date or obligations repaid before maturity. Since firm commitments are not presented, the table has limited predictive value. As a result, our ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the period, our hedging strategies at that time, and actual interest rates. The table below presents the principal cash flow payments associated with our outstanding debt by year, weighted average interest rates on debt outstanding at each year-end, and fair value of total debt as of December 31, 2023. *(dollars in thousands)* | | 2024 | 2025 | 2026 | 2027 | 2028 | Thereafter | Total | Fair Value | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Fixed rate debt (1) | $395,978 | 309,882 | 359,273 | 756,170 | 343,580 | 1,864,200 | 4,029,083 | 3,759,418 | | Average interest rate for all fixed rate debt (2) | 3.86% | 3.88% | 3.88% | 3.87% | 3.94% | 3.86% | | | | Variable rate SOFR debt (1) | $— | 155,750 | — | — | — | — | 155,750 | 155,734 | | Average interest rate for all variable rate debt (2) | 5.89% | 5.89% | —% | —% | —% | —% | | | (1) Reflects amount of debt maturities during each of the years presented as of December 31, 2023. (2) Reflects weighted average interest rates of debt outstanding at the end of each year presented. For variable rate debt, the rate as of December 31, 2023, was used to determine the average interest rate for all future periods. ## Controls and procedures As filed, 7,442 characters. ### Controls and Procedures (Regency Centers Corporation) ### Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of the Parent Company's management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the Parent Company's chief executive officer and chief financial officer concluded that as of December 31, 2023, the Parent Company's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Parent Company in the reports it files or submits is accumulated and communicated to management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. ### Management's Report on Internal Control over Financial Reporting The Parent Company's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including its chief executive officer and chief financial officer, the Parent Company conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in *Internal Control - Integrated Framework (2013)*, the Parent Company's management concluded that its internal control over financial reporting was effective as of December 31, 2023. KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and, as part of their audit, has issued a report, included within "Item 8. *Financial Statements and Supplementary Data*" of this Report, on the effectiveness of the Parent Company's internal control over financial reporting. The Parent Company's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ### Changes in Internal Controls There have been no changes in the Parent Company's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. ### Controls and Procedures (Regency Centers, L.P.) ### Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of the Operating Partnership's management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act. Based on this evaluation, the chief executive officer and chief financial officer of its general partner concluded that, as of December 31, 2023, the Operating Partnership's disclosure controls and procedures were effective to ensure information required to be disclosed in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC's rules and forms. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Operating Partnership in the reports it files or submits is accumulated and communicated to management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure. ### Management's Report on Internal Control over Financial Reporting The Operating Partnership's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of its management, including the chief executive officer and chief financial officer of its general partner, the Operating Partnership conducted an evaluation of the effectiveness of its internal control over financial reporting based on the framework in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation under the framework in *Internal Control - Integrated Framework (2013)*, the Operating Partnership's management concluded that its internal control over financial reporting was effective as of December 31, 2023. KPMG LLP, an independent registered public accounting firm, has audited the Consolidated Financial Statements included in this Report and, as part of their audit, has issued a report, included within "Item 8. *Financial Statements and Supplementary Data*" of this Report, on the effectiveness of the Operating Partnership's internal control over financial reporting. The Operating Partnership's system of internal control over financial reporting was designed to provide reasonable assurance regarding the preparation and fair presentation of published financial statements in accordance with accounting principles generally accepted in the United States. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ### Changes in Internal Controls There have been no changes in the Operating Partnership's internal controls over financial reporting identified in connection with this evaluation that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. Filed Feb 16, 2024. Source: SEC EDGAR, the filing index for accession 0000950170-24-016260. Last ingested by Listed: Nov 6, 2026, 14:01 ET. No prices; not investment advice.