UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

 

(Exact name of registrant as specified in its charter)

 

 

 

One Independent Drive, Suite 114

Jacksonville, Florida 32202

(Address of principal executive offices) (Zip Code)

(904)

(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

 

Regency Centers, L.P.

 

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

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 of the Securities Exchange Act of 1934 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. ☐

 

 

 

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 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 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 and is incorporated by reference.

Item 9.01(d) Financial Statements and Exhibits

 

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.