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REGRegency Centers

Real estate · REIT · Nasdaq
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The 10-K against last year's

154 changes: 32 added, 46 removed, 75 reworded, 1 quiet changes

10-K Feb 13, 2026 vs Feb 14, 2025
Risk FactorsRedline ↓
15.7%
of the text changed · 11,610 words now
32.5%
of the text changed · 7,006 words now
Legal ProceedingsRedline ↓
0.8%
of the text changed · 495 words now
Accounting PoliciesRedline ↓
8.4%
of the text changed · 9,086 words now

10-K 0001193125-26-051668 (2026-02-13) vs 10-K 0000950170-25-021359 (2025-02-14)

The redline

The paragraph that changed most in each section

Marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

Accounting Policies 265 words changed in this paragraph; it is 35% similar to last year's version.
The Company accounts for income taxes related to its TRSs under the asset and liability approach, which requires the recognition of the amount of taxes payable or refundable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized taxable REIT subsidiaries in the financial statements. Under this method, deferred accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are determined based on the recognized for temporary differences between the financial statement and tax basis bases of assets and liabilities using enacted tax rates expected to apply in effect for the year periods in which the differences are expected to reverse. The Company records deferred Deferred tax liabilities within are included in Accounts payable and other liabilities liabilities, and net deferred tax assets are included in Other assets in the Consolidated Balance Sheets. The Company records Our TRSs had a net deferred tax liability of $1.1 million and $10.3 million as of December 31, 2025 and 2024, respectively. The Company evaluates the realizability of deferred tax assets to the extent it believes and records a valuation allowance when it is more likely than not that these such assets will be realized within Other assets in the Consolidated Balance Sheets. A valuation allowance is recorded to reduce deferred tax assets when it is believed that it is more likely than not that all or some portion of the deferred tax asset will not be realized. There are no net deferred tax assets as of December 31, 2025 and 2024. The Company considers believes its income tax positions are adequately supported and that its accruals for income taxes are sufficient for all available positive and negative evidence, including forecasts open tax years. The Company had no material uncertain tax positions as of future taxable income, the reversal of other existing temporary differences, available net operating loss carryforwards, tax planning strategies and recent and projected results of operations in order to make that determination. December 31, 2025.

Source: Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0001193125-26-051668 vs Item 8, Note 1 – Summary of Significant Accounting Policies, 10-K 0000950170-25-021359

Risk Factors 221 words changed in this paragraph; it is 38% similar to last year's version.
The success of Geopolitical events and United States governmental policies relating thereto could also impact our business, business and the businesses of our tenants, largely depends on consumer spending. While we currently own no shopping centers or tenants. These include, without limitation, changes in trade and tariff policies (as well as potential trade disputes and retaliatory actions by other assets outside countries), entry into and termination of the U.S. nor have meaningful direct international supply chain exposure, treaties and trade agreements, and economic sanctions. In addition, geopolitical challenges and their potential impact on the global macroeconomic environment, conflicts, including the war involving Russia and Ukraine, conflicts and instability in the Middle East conflicts, instability and wars, Venezuela, geopolitical conflicts in other regions, and the economic and other possible conflicts involving or political tensions with trading partners including China (including any slowing of its economy), could adversely 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, 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. our business, It is unclear whether and when these geopolitical challenges and uncertainties will be mitigated or resolved, and what effects effect they may have on global political and economic conditions over the long term. However, a substantial delay in or lack of resolution of any 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.

Source: Item 1A, 10-K 0001193125-26-051668 vs Item 1A, 10-K 0000950170-25-021359

MD&A 145 words changed in this paragraph; it is 62% similar to last year's version.
(in thousands) December 31, 2024 2025 Property Name Market Ownership (3) (1) Start Date Estimated Stabilization Year (1) (2) Estimated Net Project Costs (2) (1) (3) % of Costs Incurred Redevelopments In-Process Bloom on Third Los Angeles, CA 35% Q4-2022 2027 $ 24,525 49% 73% Serramonte Center - Phase 3 San Francisco, CA 100% Q2-2023 2025 2026 36,989 24% Circle Marina Center Los Angeles, CA 100% Q3-2023 2025 14,986 79% Avenida Biscayne Miami, FL 100% Q4-2023 2026 22,743 43% Cambridge Square Atlanta, GA 100% Q4-2023 2026 15,002 42% Anastasia Plaza St. Augustine, FL 100% Q3-2024 2026 15,607 6% East Meadow Plaza - Phase 1 Long Island, NY 100% Q3-2024 2026 11,736 39% 48% West Chester Plaza Cincinnati, OH 100% Q4-2024 2028 15,442 34% Willows Shopping Center Bay Area, CA 100% Q4-2024 2027 16,807 6% 40% The Crossing Clarendon Metro DC 100% Q2-2025 2027 13,679 35% East Meadow Plaza - Phase 1 Long Island, NY 100% Q3-2024 2026 11,736 68% East Meadow Plaza - Phase 2A Long Island, NY 100% Q3-2025 2027 15,969 37% Various Redevelopments Various 20% - 100% Various Various 85,120 32% Various 89,834 44% Total Redevelopments In-Process $ 258,957 34% 224,981 47% Redevelopments Completed The Abbot Boston, MA Circle Marina Shops & Marketplace Los Angeles, CA 100% Q2-2019 2026 59,854 95% Westbard Q3-2023 2025 $ 15,486 99% Avenida Biscayne Miami, FL 100% Q4-2023 2025 21,780 93% Anastasia Plaza Jacksonville, FL 100% Q3-2024 2025 15,217 90% Cambridge Square Phase I Bethesda, MD 100% Q2-2021 2025 38,826 92% Buckhead Landing Atlanta, GA 100% Q2-2022 Q4-2023 2025 30,634 93% Mandarin Landing Jacksonville, FL 100% Q2-2023 2025 16,422 13,027 93% Various Properties Various 20% - 100% Various Various 45,009 96% Various 47,096 95% Total Redevelopments Completed $ 190,745 112,606 94%

Source: Item 7, 10-K 0001193125-26-051668 vs Item 7, 10-K 0000950170-25-021359

Legal Proceedings 4 words changed in this paragraph; it is 95% similar to last year's version.
The Company had accrued liabilities of $17.3 $19.2 million and $16.5 $17.3 million for environmental assessment and remediation, which are included in Accounts payable, and other liabilities on the Company’s Consolidated Balance Sheets,, Sheets as of December 31, 2024 2025 and 2023, 2024, respectively.

Source: Item 3, via Note 16 – Commitments and Contingencies, 10-K 0001193125-26-051668 vs Item 3, via Note 17 – Commitments and Contingencies, 10-K 0000950170-25-021359

Every change, by type

Sentences and paragraphs added, removed or reworded

Sentences and paragraphs of REG's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-14. Each links to the text at sec.gov.

RemovedRisk Factors
The Board of Governors of the Federal Reserve System ("the U.S. Federal Reserve") rapidly increased its benchmark interest rate from 2021 through 2023 in response to sustained elevated inflation, which has since moderated. Higher interest rates may negatively impact consumer spending, our tenants' businesses, and/or future demand for space in our shopping centers.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedRisk Factors
Additionally, high interest rates adversely impact our cost of borrowing. Our exposure to high interest rates in the short term includes our variable-rate debt, which consist of borrowings under our unsecured senior line of credit and variable rate-based secured notes

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedRisk Factors
Although the extent of any prolonged periods of high 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.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedRisk Factors
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, the potential impact of tariffs, decreasing consumer confidence and discretionary spending, increasing energy prices, and volatile interest rates. Changes in immigration policies or restrictions, as well as shifts in labor availability due to immigration trends, may further contribute to labor shortages, impacting our tenants' operations and profitability. Additionally, macroeconomic and geopolitical risks create challenges that may exacerbate current market conditions in the United States, including the potential for a recession.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedRisk Factors
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 reduced rents. payment for costs of renovations, or other monetary concessions. The economic and market conditions potentially affecting the retail industry and our properties specifically include the following:

Read it in 10-K 2025-02-14 at sec.gov ↗

Show the other 16
RemovedRisk Factors
•increased competition from the use of e-commerce by retailers and consumers as well as other concepts that could impact more traditional retail;

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedRisk Factors
•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 and geopolitical events, including those involving Russia and Ukraine and Middle East conflicts, as well as the slowing of China's economy, tariffs, pandemics, and/or inflationary pressures;

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
•On January 8, 2024, we priced a public offering of $400 million of senior unsecured notes due in 2034, with a coupon of 5.25% . We used a portion of the net proceeds to reduce the outstanding balance on the Line and invested the remaining net proceeds in certificates of deposit and short-term U.S. Treasury mutual funds until required for general corporate purposes including the repayment of outstanding debt, as further described below. All such investments matured within the year.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
•During November and December 2024, we entered into forward sale agreements with respect to 1,339,377 shares that were purchased in several tranches at a weighted average offering price of $74.66 per share before any underwriting discount and offering expenses. These shares are pledged under forward sale agreements and must be settled within one year of their trade dates, which vary by agreement and are expected to result in net proceeds of approximately $100 million. Proceeds from the issuance of shares are expected to be used to fund acquisitions of operating properties, to fund developments and redevelopments, and for general corporate purposes. No shares have been settled through December 31, 2024.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
(2)In October 2022, Kroger Co. and Albertsons Companies, Inc. announced a proposed merger, and in September 2023, an agreement for a separate transaction was announced to divest certain assets of each company to a third party, C&S Wholesale Grocers. The proposed merger was terminated in the fourth quarter of 2024 after adverse court rulings that enjoined the transaction primarily due to antitrust issues.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
The results of operations for the year ended December 31, 2024, include a full year of results from our acquisition of UBP on August 18, 2023 as compared to a partial year in 2023.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
•$2.8 million change in Uncollectible lease income primarily driven by elevated collections in 2023 of previously reserved amounts, which reduced our adjustment in the comparative period.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
(in thousands) 2024 2023 Change Interest expense, net Interest on notes payable $ 187,084 154,647 32,437 Interest on unsecured credit facilities 8,566 6,824 1,742 Capitalized interest (6,627) (5,695) (932) Hedge expense 728 438 290 Interest income (9,632) (1,965) (7,667) Interest expense, net 180,119 154,249 25,870 Provision for impairment of real estate 14,304 — 14,304 Gain on sale of real estate, net of tax (34,162) (661) (33,501) Loss (gain) on early extinguishment of debt 180 (99) 279 Net investment income (6,181) (5,665) (516) Total other expense, net $ 154,260 147,824 6,436

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
o$21.8 million increase due to a higher weighted average outstanding balance, coupled with incrementally higher weighted average contractual interest rates, and

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
•$1.7 million increase in Interest on unsecured credit facilities is primarily due to a higher weighted average outstanding balance under our Line coupled with incrementally higher weighted average contractual interest rates; partially offset by

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
The $8.6 million increase in Preferred stock dividends is related to the preferred stock issued in connection with the UBP acquisition. The current period includes a full year of dividends as compared to a partial year in 2023, as the UBP acquisition was completed on August 18, 2023.

Read it in 10-K 2025-02-14 at sec.gov ↗

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