What the changes say
- Economic and geopolitical risks are newly consolidated around tenant operations, consumer spending, inflation, rates, labor, supply chains and government policies.
- Interest-rate disclosure now says less than 2.0% of debt is unhedged variable-rate debt, versus less than 1.0% previously.
- A new forum-selection risk could force shareholder disputes into Florida courts or create additional litigation costs.
- Local Tenants declined to 21% of annualized base rent from 22%, while governmental policy changes were added as a threat.
What changed since the prior 10-K
New
- New
Risk Factors Related to the Current Economic and Geopolitical Environment
A new risk category groups current economic and geopolitical conditions affecting Regency, consumer spending and its tenants.
- New
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
Recession, inflation, Federal Reserve actions, labor shortages, supply disruptions, credit tightening and geopolitical policies could weaken tenants and consumer spending.
- New
Changes in interest rates may adversely impact our cost to borrow, real estate valuation, stock price, and ability to raise capital through issuance of debt and equity
Elevated or volatile rates could increase borrowing costs, reduce property values and stock value, and limit debt or equity financing; less than 2.0% of debt was unhedged variable-rate debt at year-end 2025.
- New
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)
The Parent Company’s Florida forum-selection provisions may limit shareholders’ choice of court and create additional costs if found unenforceable.
Dropped
- Dropped
Interest rates in the current economic environment may adversely impact our cost to borrow, real estate valuation, and stock price
Higher rates could weaken consumer spending, tenant businesses, demand for space, property values and borrowing costs.
- Dropped
Economic challenges and policy changes may adversely impact our tenants and our business
Inflation, labor shortages, supply constraints, tariffs, energy prices and volatility could raise tenant costs and impair rent payments.
- Dropped
Current geopolitical challenges could impact the U.S. economy and consumer spending and our results of operations and financial condition
- Dropped
Economic and market conditions may adversely affect the retail industry and consequently reduce our revenues and cash flow, and increase our operating expenses
International conflicts, including Russia-Ukraine and Middle East wars, could weaken the U.S. economy, consumer spending and results.
- Dropped
other factors which could alter shopping habits or otherwise deter customers from visiting our shopping centers, such as actual or anticipated criminal activity, including civil unrest, acts of terrorism, or other types of violent crimes
- Dropped
properties, which may have a material adverse impact on our operating results, financial condition, and our ability to make distributions to stock and unit holders
Retail industry conditions could reduce property revenue and cash flow while increasing operating expenses.
- Dropped
Increases in interest rates would cause our borrowing costs to rise and negatively impact our results of operations
Crime, civil unrest, terrorism and violence could deter shopping-center visits and reduce rents, occupancy, property values and cash flow.
Reworded
- 70% rewritten
Dividends paid by REITs generally do not qualify for reduced tax rates
The 20% deduction for ordinary REIT dividends is no longer expressly limited to taxable years beginning before January 1, 2026.
- 53% rewritten
The use of technology based on AI presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations
AI risk now expressly includes use by tenants, not only employees or vendors, and generally refers to AI rather than generative AI.
Was: The use of technology based on artificial intelligence presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations
- 47% rewritten
An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties
Flooding was added to examples of potentially limited or excluded losses, and the company added deductibles, retentions and other risk-sharing structures.
- 45% rewritten
Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up, as well as autonomous delivery systems, may adversely impact our revenues, results of operations, and cash flows
The examples now include experimental retail experiences, replacing the prior reference to autonomous delivery systems.
Was: Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up may adversely impact our revenues, results of operations, and cash flows
- 43% rewritten
Climate change may adversely impact our properties, some of which may be more vulnerable due to their geographic location, and may lead to additional compliance obligations and costs
No substantive change; the climate-change exposure remains focused on severe weather, sea-level rise, migration, traffic and rents.
- 39% rewritten
An increased and differing focus on metrics and reporting related to environmental, social and governance ("ESG") factors by investors, lenders and other stakeholders may impose additional costs and expose us to new risks
The risk now covers lenders and debt holders, names TCFD and GRESB frameworks, and changes participation wording from several systems to some.
Was: An increased focus on metrics and reporting related to environmental, social and governance ("ESG") factors by investors and other stakeholders may impose additional costs and expose us to new risks
- 39% rewritten
A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants are not successful, or if the demand for the types or mix of tenants significantly change
Local Tenants fell from approximately 22% to 21% of annualized base rent, and governmental policy changes were added to default risks.
- 32% rewritten
Risk Factors Related to Information Management and Technology
No substantive change; unauthorized access, theft or destruction of tenant, employee and company information remains the stated technology risk.
- 29% rewritten
Ownership in the Parent Company may be diluted in the future
- 26% rewritten
We may be unable to collect balances due from tenants in bankruptcy
- 23% rewritten
Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases
- 21% rewritten
Our success depends on the continued presence and success of our "anchor" tenants
All 48 risk factors
Headings as the filing states them, in filing order.
Other
- 01Risk Factors Related to the Current Economic and Geopolitical Environmentnew
- 02Macroeconomic, 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 businessnew
- 03Changes in interest rates may adversely impact our cost to borrow, real estate valuation, stock price, and ability to raise capital through issuance of debt and equitynew
- 04Unfavorable developments that may affect the banking and financial services industry could adversely affect our business, liquidity and financial condition, and overall results of operations
- 05Pandemics or other public health crises, may adversely affect our tenants' financial condition, the profitability of our properties, and our access to the capital markets and could have a material adverse effect on our business, results of operations, cash flows and financial condition
- 06Shifts in retail trends, sales, and delivery methods between brick and mortar stores, e-commerce, home delivery, and curbside pick-up, as well as autonomous delivery systems, may adversely impact our revenues, results of operations, and cash flows45% rewritten
- 07Changing economic and retail market conditions in geographic areas where our properties are concentrated may reduce our revenues and cash flow
- 08Our success depends on the continued presence and success of our "anchor" tenants21% rewritten
- 09renews but reduces its store size, which results in down-time and additional tenant improvement costs to the landlord to re-lease the vacated space
- 10A percentage of our revenues are derived from "local" tenants and our net income may be adversely impacted if these tenants are not successful, or if the demand for the types or mix of tenants significantly change39% rewritten
- 11We may be unable to collect balances due from tenants in bankruptcy26% rewritten
- 12Many of our costs and expenses associated with operating our properties may remain constant or increase, even if our lease income decreases23% rewritten
- 13Compliance with the Americans with Disabilities Act and other building, fire, and safety regulations may have an adverse effect on us
- 14Our real estate assets may decline in value and be subject to impairment losses which may reduce our net income
- 15We face risks associated with development, redevelopment, and expansion of properties
- 16We face risks associated with the development of mixed-use commercial properties
- 17If we sell the non-retail components, our retail component will be impacted by the decisions made by the other owners, and actions of those occupying the non-retail spaces in these mixed-use properties
- 18We face risks associated with the acquisition of properties
- 19our acquisition activities may distract or strain our management capacity; and
- 20We may be unable to sell properties when desired because of market conditions
- 21Changes in tax laws could impact our acquisition or disposition of real estate
- 22Climate change may adversely impact our properties, some of which may be more vulnerable due to their geographic location, and may lead to additional compliance obligations and costs43% rewritten
- 23Costs of environmental remediation may adversely impact our financial performance and reduce our cash flow
- 24An increased and differing focus on metrics and reporting related to environmental, social and governance ("ESG") factors by investors, lenders and other stakeholders may impose additional costs and expose us to new risks39% rewritten
- 25An uninsured loss or a loss that exceeds the insurance coverage on our properties may subject us to loss of capital and revenue on those properties47% rewritten
- 26Failure to attract and retain key personnel may adversely affect our business and operations
- 27We do not have voting control over all of the properties owned in our real estate partnerships and joint ventures, so we are unable to ensure that our objectives will be pursued
- 28The termination of our partnerships may adversely affect our cash flow, operating results, and our ability to make distributions to stock and unit holders
- 29Our ability to sell properties and fund acquisitions and developments may be adversely impacted by higher market capitalization rates and lower NOI at our properties, which may adversely affect results of operations and financial condition
- 30We depend on external sources of capital, which may not be available in the future on favorable terms or at all
- 31In addition, our existing debt arrangements also impose covenants that limit our flexibility in obtaining other financing. Additional equity offerings may result in substantial dilution of stockholders' interests and additional debt financing may substantially increase our degree of leverage
- 32Our debt financing may adversely affect our business and financial condition
- 33Covenants in our debt agreements may restrict our operating activities and adversely affect our financial condition
- 34Hedging activity may expose us to risks, including the risks that a counterparty will not perform and that the hedge will not yield the economic benefits we anticipate, which may adversely affect us
- 35Risk Factors Related to Information Management and Technology32% rewritten
- 36Any actual or perceived failure to comply with new or existing laws, regulations and other requirements relating to the privacy, security and processing of personal information could adversely affect our business, results of operations, or financial condition
- 37The use of technology based on AI presents risks relating to confidentiality, creation of inaccurate and flawed outputs and emerging regulatory risk, any or all of which may adversely affect our business and results of operations53% rewritten
- 38If the Parent Company fails to qualify as a REIT for federal income tax purposes, it would be subject to federal income tax at regular corporate rates
- 39Dividends paid by REITs generally do not qualify for reduced tax rates70% rewritten
- 40Legislative or other actions affecting REITs may have a negative effect on us or our investors
- 41Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities
- 42Partnership tax audit rules could have a material adverse effect
- 43Restrictions on the ownership of the Parent Company's capital stock to preserve its REIT status may delay or prevent a change in control
- 44The issuance of the Parent Company's capital stock may delay or prevent a change in control
- 45Ownership in the Parent Company may be diluted in the future29% rewritten
- 46the 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)new
- 47There is no assurance that we will continue to pay dividends at current or historical rates
- 48our ability to acquire, finance, develop or redevelop and lease additional properties at attractive rates
Other Regency Centers 10-Ks
- 2025 10-K risk factors
51 risks. Retail tenant health, anchor dependence, bankruptcies, and changing shopping patterns dominate the operating risks.
Filed Feb 14, 2025
About this page
Item 1A of the 10-K on EDGAR was split into its risk factors and, where the company's previous 10-K is on file, each heading was matched to last year's and the text compared word for word. The headings are the filing's own. The one-line readings and the overview were written by a language model from the text of the new, dropped, and rewritten risks; they refer to risks by position and cannot misquote a heading.