UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
July 24, 2025 (July 23, 2025)
Date of Report (Date of earliest event reported)
REGENCY CENTERS CORPORATION
REGENCY CENTERS, L.P.
(Exact name of registrant as specified in its charter)
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Florida (Regency Centers Corporation) Delaware (Regency Centers, L. P.) |
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001-12298 (Regency Centers Corporation) 0-24763 (Regency Centers, L.P.) |
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59-3191743 (Regency Centers Corporation) 59-3429602 (Regency Centers, L.P.) |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
One Independent Drive, Suite 114
Jacksonville, Florida 32202
(Address of principal executive offices) (Zip Code)
(904) 598-7000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Regency Centers Corporation
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
Common Stock, $0.01 par value |
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REG |
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The Nasdaq Stock Market LLC |
6.250% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share |
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REGCP |
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The Nasdaq Stock Market LLC |
5.875% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share |
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REGCO |
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The Nasdaq Stock Market LLC |
Regency Centers, L.P.
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Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
None |
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N/A |
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N/A |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 3.02 |
Unregistered Sale of Equity Securities |
On July 23, 2025, Regency Centers, L.P., the operating partnership of Regency Centers Corporation (the “Company”), issued 2,773,083 limited common partnership units (“Common Units”), at an issuance price of $72.00 per unit, to partially fund the Company’s acquisition of a portfolio of five shopping centers located in Orange County, California. Following the expiration of an initial lock-up period, each Common Unit is exchangeable, at the option of the holders, for cash or one share of common stock of the Company, at the discretion of the Company, subject to certain limitations, terms and conditions.
The issuance of the Common Units was made in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
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Item 7.01 |
Regulation FD Disclosure |
On July 24, 2025, the Company issued a press release announcing the closing of the Company’s acquisition of the portfolio of five shopping centers located in Orange County, California. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Item 9.01 |
Financial Statements and Exhibits |
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(d) Exhibits |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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REGENCY CENTERS CORPORATION |
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July 24, 2025 |
By: |
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/s/ Michael R. Herman |
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Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary |
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REGENCY CENTERS, L.P. |
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By: Regency Centers Corporation, its general partner |
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July 24, 2025 |
By: |
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/s/ Michael R. Herman |
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Michael R. Herman, Senior Vice President General Counsel and Corporate Secretary |