7 paragraphs in Risk Factors of the 10-K filed Feb 13, 2026
with nothing like them in the 10-K filed Feb 14, 2025. Quoted exactly.
Paragraphs that were only edited are under 10-K change.
Compared with the Risk Factors in the latest 10-K of the other 29 Real estate companies:
a paragraph with at least half its words the same at another company is called similar, and the companies are listed under it.
A paragraph most of them have is marked boilerplate. No line means no other company has one like it.
This counts text; it does not say how serious a risk is.
Macroeconomic, political, and geopolitical conditions and governmental policies may adversely impact consumer confidence and spending and the businesses of our tenants and could, in turn, adversely impact our business.
Our business, and the businesses of our tenants, are significantly influenced by overall economic conditions and consumer spending in the United States. A variety of macroeconomic, political, and geopolitical factors, driven in some cases by governmental policy decisions, individually or in the aggregate, could adversely affect the operating environment for retailers and service providers, including increasing the potential for a recession. These factors include federal budgetary and spending policies, actions taken by the Board of Governors of the Federal Reserve System (the "U.S. Federal Reserve"), inflationary pressures, changes in interest rates, energy price changes, labor availability and shortages (including those influenced by governmental immigration policies), supply chain disruptions, tightening credit markets, decreases in consumer confidence and discretionary spending, increases in unemployment and broader uncertainty in the macroeconomic outlook and capital markets.
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The U.S. Federal Reserve has changed its benchmark federal funds rate at different times since 2021. Currently, the federal funds rate remains elevated as compared with the 2010-2020 period. The federal funds rate has historically been adjusted by the U.S. Federal Reserve to address its perception of economic conditions, including inflation and the jobs market.
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Any or all of these trends, technological changes and offering of different retail options and experiences may adversely impact our percent leased and rental rates, which would impact our results of operations and cash flows.
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Despite the above risks and challenges associated with the use of AI, in the retail industry AI is increasingly being adopted for personalized marketing, inventory management, customer service, pricing optimization, and supply chain management. The costs of implementing new technologies, including AI-driven property management tools, smart building systems, and data analytics platforms, may be substantial.The effectiveness of these tools are being evaluated in an ongoing mannter.
Advanced analytics and AI may enable retailers to optimize their store footprints, potentially leading to reduced space requirements and location closures. Moreover, generative AI and virtual shopping experiences may further shift consumer behavior away from physical stores. AI-powered tools may enable more efficient e-commerce operations, potentially impacting some of the competitive advantages of physical retail locations. Because the use and regulation of AI technologies continue to evolve, additional risks may emerge over time.
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the Middle District of Florida, Jacksonville Division (or, if such court does not have jurisdiction, a state court located within the State of Florida, County of Duval).
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New in the latest 10-Q
29 paragraphs in the 10-Q filed Nov 6, 2026 with nothing like
them in the 10-Q filed Aug 3, 2026 (at least half the words must differ; new numbers alone do not count).
Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
1. Organization and Significant Accounting Policies General Regency Centers Corporation (the "Parent Company") began its operations as a REIT in 1993 and is the general partner of Regency Centers, L.P. (the "Operating Partnership"). The Parent Company primarily engages in the ownership, management, leasing, acquisition, development, and redevelopment of shopping centers through the Operating Partnership and has no other assets or liabilities other than through its investment in the Operating Partnership. The Parent Company guarantees all of the unsecured debt of the Operating Partnership. As of September 30, 2026, the Parent Company, the Operating Partnership, and their controlled subsidiaries on a consolidated basis (the "Company" or "Regency") owned 395 properties and held partial interests in an additional 91 properties through unconsolidated Investments in real estate partnerships (also referred to as "joint ventures" or "investment partnerships"). Basis of Presentation The information included in this Report should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report on Form 10-K”), as certain disclosures in this Report that would duplicate those included in such Annual Report on Form 10-K are not included in these consolidated financial statements. The consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to fairly state the results for the interim periods presented. These adjustments are considered to be of a normal recurring nature. Estimates, Risks and Uncertainties The preparation of the Consolidated Financial Statements in conformity with Generally Accepted Accounting Principles ("GAAP") requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of commitments and contingent assets and liabilities, as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant estimates in the Company's financial statements relate to the net carrying values of its real estate investments, collectibility of lease income, and acquired lease intangible assets and liabilities. It is possible that the estimates and assumptions that have been utilized in the preparation of the Consolidated Financial Statements could change significantly if economic conditions were to change. The success of the Company's tenants in operating their businesses and their corresponding ability to pay rent may be influenced by macroeconomic conditions, including inflation, elevated interest rates, volatility in energy prices, and changes in consumer confidence and spending. Additionally, geopolitical challenges, including the war involving Russia and Ukraine and conflicts in the Middle East, could adversely impact the U.S. economy and the operating and financial success of the Company's tenants. Changes in government policies, including trade and tariff policies, tax and immigration policies, federal government spending, and economic sanctions, as well as monetary policy decisions by the Federal Reserve, could also impact economic conditions. These factors, individually or collectively, could result in higher operating costs for tenants, reduced consumer confidence and spending, slower economic growth, and potentially a recession, thereby adversely impacting tenants' ability to pay rent and future demand for space in shopping centers, which could adversely impact occupancy rates and rents. The potential impact of these macroeconomic, geopolitical, and policy-related factors on the Company's financial condition, results of operations, and cash flows continues to depend on the extent and duration of these risks and uncertainties. See Item 1A of Part I of the Company's Annual Report on Form 10-K, as supplemented by the discussion in Item 1A of Part II of this Quarterly Report on Form 10-Q, for a more detailed discussion of the Risk Factors potentially impacting the Company's business and results of operations.
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Detail on the fair value of the Company's interest rate derivatives is as follows:
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Derivatives in an asset position are included within Other assets in the accompanying Consolidated Balance Sheets, while those in a liability position are included within Accounts payable and other liabilities.
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These derivative financial instruments are all interest rate swaps, which are designated and qualify as cash flow hedges. The Company does not enter into derivative instruments for trading or speculative purposes. As of September 30, 2026, all of the Company's derivatives are designated as cash flow hedges.
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The changes in the fair value of derivatives designated and qualifying as cash flow hedges are recorded in Accumulated other comprehensive income ("AOCI") and subsequently reclassified into earnings in the period that the hedged interest payments affect earnings.
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The following table summarizes the Company's nonrecurring fair value measurements of operating properties and related impairment losses by level within the fair value hierarchy: Fair Value Measurements as of September 30, 2026 Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs Total (in thousands) Balance (Level 1) (Level 2) (Level 3) Losses ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Operating property held and used $ 104,000 90,000 14,000 65,135 During the three and nine months ended September 30, 2026, the Company recorded a $65.1 million provision for impairment on two operating properties classified as held and used. The impairments were triggered by changes in the Company's expected holding periods for these properties, resulting in the Company reassessing their recoverability. One property was remeasured to its estimated fair value of $90.0 million based on third-party offers for the property, which is reflected in the Level 2 classification above, resulting in a $40.4 million provision for impairment. The fair value of the second property was estimated at $14.0 million using a discounted cash flow model, resulting in a $24.7 million provision for impairment. The unlevered discount rate of 12.2% and terminal capitalization rate of 5.75% used in the discounted cash flow model are considered significant unobservable inputs and assumptions in estimating fair value, which is classified as a Level 3 measurement within the fair value hierarchy. The impairment charges are included in Provision for impairment of real estate in the accompanying Consolidated Statements of Operations. As of December 31, 2025, there were no real estate assets measured at fair value on a nonrecurring basis.
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13. Commitments and Contingencies Litigation The Company is a party to litigation and other disputes that arise in the ordinary course of business. While the outcome of any particular lawsuit or dispute cannot be predicted with certainty, in the opinion of management, the Company's currently pending litigation and disputes are not expected to have a material adverse effect on the Company's consolidated financial position, results of operations, or liquidity. Legal fees are expensed as incurred.
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$2.4 million decrease related to the repayment of $250.0 million of unsecured notes in 2025;
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$1.5 million decrease related to the repayment of $200.0 million of unsecured private placement notes in 2026; and
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$0.7 million decrease primarily due to lower mortgage interest expense and changes in debt premium and debt issuance cost amortization.
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• $0.8 million increase due to lower Interest income primarily due to maintaining lower levels of short term investments.
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During the three months ended September 30, 2026, we recognized $65.1 million of impairment charges related to two operating properties resulting from changes in their expected holding periods, which triggered reassessments of their recoverability. During the three months ended September 30, 2025, we recognized $3.4 million of impairment charges related to the dispositions of three operating properties.
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$6.2 million net decrease due to acquired lease intangibles becoming fully amortized; and
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$4.5 million net decrease due to higher early tenant move-outs in the prior period.
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• $8.6 million increase from higher real estate tax assessments across the same property portfolio;
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$1.9 million increase related to mortgage interest expense and debt premium and issuance cost amortization; partially offset by
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$1.8 million decrease related to the repayment of $200.0 million of unsecured private placement notes in 2026.
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During the nine months ended September 30, 2026, we recognized $65.1 million of impairment charges related to two operating properties resulting from changes in their expected holding periods, which triggered reassessments of their recoverability. During the nine months ended September 30, 2025 we recognized $4.6 million of impairment charges related to the dispositions of five operating properties.
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Available capacity is net of outstanding borrowings and letters of credit issued under the Line.
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• During 2025, we received $49.2 million in net proceeds upon settling forward sales agreements under our ATM program.
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Other information
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Appointment of Executive Officers
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On November 3, 2026, the Board of Directors of the Company (the “Board”) approved changes to the titles of two of the Company’s executive officers, each effective November 3, 2026, as follows:
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Alan T. Roth, the Company’s East Region President and Chief Operating Officer, was appointed its Executive Vice President and Chief Operating Officer. Mr. Roth will be responsible for operations strategy and processes nationally.
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Nicholas A. Wibbenmeyer, the Company’s West Region President and Chief Investment Officer, was appointed its Executive Vice President and Chief Investment Officer. Mr. Wibbenmeyer will be responsible for investment and development strategy and processes nationally.
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The duties and responsibilities of each of Messrs. Roth and Wibbenmeyer will be similar to those he held before the change in title, except that he will no longer serve as East Region President (in the case of Mr. Roth) and West Region President (in the case of Mr. Wibbenmeyer).
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Mr. Roth, age 51, has been the Company’s East Region President and Chief Operating Officer since January 2024. Before this role, he served as Executive Vice President, National Operations and East Region President from January 2023 through December 2023. Before that, he served as Senior Managing Director, East Region, from 2020 through December 2022. Mr. Roth has also held various other leadership positions at the Company, including Managing Director of the Northeast, Mid-Atlantic and Southeast Regions, respectively; Senior Vice President and Senior Market Officer for the Mid-Atlantic and Northeast portfolio; and Vice President and Regional Officer. Mr. Roth joined the Company as a Leasing Agent in 1997 through the Company’s acquisition of Midland Development Group, and is a graduate of the Kelley School of Business at Indiana University.
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Mr. Wibbenmeyer, age 46, has been the Company’s West Region President and Chief Investment Officer since January 2024. Before this role, he served as Executive Vice President, West Region President from January 2023 through December 2023. Before that, he served as Senior Managing Director, West Region, from 2020 through December 2022. Mr. Wibbenmeyer has also held various other leadership positions at the Company, including Managing Director of Florida and the Midwest Region, respectively; Senior Vice President and Senior Market Officer; Vice President and Market Officer; and Vice President of Investments. Mr. Wibbenmeyer joined the Company in 2005 as Manager of Investments for the Company’s Upper Midwest portfolio, and is a graduate of the University of Notre Dame.
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The compensation of Messrs. Roth and Wibbenmeyer was not changed in connection with their changes in title. Neither officer entered into, or received any grant or award under, any new or materially amended plan, contract or arrangement in connection with his change in title. Each of Messrs. Roth and Wibbenmeyer will continue to participate in the Company’s retirement and deferred compensation plans, severance and other benefit plans and programs of the Company.
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There are no arrangements or understandings between either Mr. Roth or Mr. Wibbenmeyer and any other person pursuant to which he was selected as an officer. Neither Mr. Roth nor Mr. Wibbenmeyer is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Neither has any family relationship with any director or executive officer of the Company required to be disclosed pursuant to Item 401(d) of Regulation S-K.
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 6, 2026 against Item 1A of the 10-K filed Feb 13, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
In addition to the information set forth in this Report, please also refer to the Risk Factors set forth in Item 1A. of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”).
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Added10-Q 2026-11-06 vs 10-K 2026-02-13
In Item 1A of our Form 10-K, we include a risk factor which is titled "Macroeconomic, political, and geopolitical conditions and governmental policies may adversely impact consumer confidence and spending and the businesses of our tenants and could, in turn, adversely impact our business." This risk factor discusses, among other risks, those related to geopolitical conflicts in the Middle East. Since the filing of our Form 10-K, a significant military conflict primarily involving the U.S., Israel and Iran, but which has also involved other countries in the Middle East, has commenced. This conflict has exacerbated certain risks previously disclosed, including the risk of energy market volatility due to impacts of the conflict on the global price of oil. Sustained increases or volatility in energy prices may contribute to broader inflationary pressures, increase operating costs at our properties, and adversely impact our tenants’ sales, costs, operating margins and financial condition. These conditions may reduce tenant demand for our space, impair tenant ability to meet their lease obligations, and limit our ability to fully recover operating costs and cost increases. In addition, inflationary pressures and higher energy costs may increase the cost of construction and construction materials, which could impact the feasibility, timing and returns of our development and redevelopment projects, as well as the cost of tenant improvements and other capital projects at our properties. The extent and duration of the current Iran-based conflict remains uncertain and, if it continues unresolved for a meaningful period of time, could materially affect our business, financial condition, and results of operations.
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