Item 8.01 Other Events On February 18, 2026, Regency Centers, L.P. (“RCLP”) and Regency Centers Corporation (“Regency”), the general partner of RCLP, entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters named therein, pursuant to which RCLP agreed to issue and sell an aggregate of $450,000,000 principal amou…
Filed Feb 23, 2026Accepted Feb 23, 2026, 4:06 PM ESTCIK 910606Accession 0001193125-26-063959
Regency Centers is a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. Our portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect to their neighborhoods, communities, and customers. Operating as a fully integrated real estate company, Regency Centers is a qualified real estate investment trust (REIT) that is self-administered, self-managed, and an S&P 500 Index member.
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Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events
On February 18, 2026, Regency Centers, L.P. (“RCLP”) and Regency Centers Corporation (“Regency”), the general partner of RCLP, entered into an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of the several underwriters named therein, pursuant to which RCLP agreed to issue and sell an aggregate of $450,000,000 principal amount of its 4.50% Notes due 2033 (the “Notes”) priced to the public at 99.376% of principal amount. The Notes are guaranteed as to the payment of principal and interest by Regency. The offering of the Notes closed on February 23, 2026.
The Notes bear interest at a rate of 4.50% per annum and mature on March 15, 2033. Interest on the Notes will be payable semi-annually in arrears on September 15 and March 15 of each year, commencing on September 15, 2026, to holders of record on the immediately preceding September 1 and March 1. The Notes will be unsecured and unsubordinated debt of RCLP and will rank on a parity with all its existing and future unsecured and unsubordinated debt.
The Notes were issued pursuant to the terms of that certain Indenture dated as of December 5, 2001, as supplemented by the First Supplemental Indenture dated as of June 5, 2007, the Second Supplemental Indenture dated as of June 2, 2010, the Third Supplemental Indenture dated as of August 17, 2015, the Fourth Supplemental Indenture dated as of January 26, 2017, the Fifth Supplemental Indenture dated as of March 6, 2019, the Sixth Supplemental Indenture dated
as o
f May 13, 2020, and the Seventh Supplemental Indenture dated January 18, 2024, each among RCLP, as issuer, Regency, as guarantor, and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee.
The estimated net proceeds from the offering of the Notes are expected to be approximately $443.3 million, after deducting the underwriting discount and other estimated offering expenses payable by RCLP. RCLP intends to use the net proceeds from the offering (i) to reduce the outstanding balance on its line of credit, (ii) for the repayment of the $100 million aggregate principal amount outstanding of its 3.81% notes due May 11, 2026 upon their maturity, and (iii) for general corporate purposes, including, but not limited to, prefunding certain capital expenditures, development and redevelopment projects and the future repayment of other outstanding debt.
The foregoing is not a complete discussion of the Underwriting Agreement and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached to this Current Report on Form
8-K
as Exhibit 1.1, which is incorporated herein by reference.
On February 18, 2026, Regency issued a press release announcing the pricing of the offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form
8-K
and is incorporated by reference.
Filed exhibits (2)
EX-4.1 (by filename) d800651dex41.htm
EX-4.1
3
d800651dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGEABLE IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
FLORIDA DOCUMENTARY STAMP TAX R…
EX-99.1
6
d800651dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
CONFIDENTIAL
NEWS RELEASE
For immediate release
Kathryn McKie
904 598 7348
KathrynMcKie@regencycenters.com
Regency Centers Prices $450 Million Senior Unsecured Notes Offering
JACKSONVILLE, Fla. (February 18, 2026) - Regency Centers Corporation (“Regency,” “Regency Centers,” or the
“Company”) (Nasdaq: REG) announced today that its operating partnership, Regency Centers, L.P., has priced a $450 million public offering of senior unsecured notes due 2033 (the “Notes”) under its existing shelf
registration filed with the U.S. Securities and Exchange Commission (the “SEC”). The Notes will mature on March 15, 2033, and were issued at 99.376% of par value with a coupon of 4.50%. Interest on the Notes will be payable
semiannually on September 15 and March 15 of each year, with the first payment due and payable on September 15, 2026. The Company will guarantee the payment of principal and interest on the Notes.
Regency intends to use the net proceeds of the offering (i) to reduce the outstanding balance on its line of credit, (ii) for the repayment of the
$100 million aggregate principal amount outstanding of 3.81% notes …