Biggest changeAlso, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Jacksonville, Florida February 16, 2024 65 RE GENCY CENTERS CORPORATION Consolidated Balance Sheets December 31, 2023 and 2022 (in thousands, except share data) 2023 2022 Assets Net real estate investments: Real estate assets, at cost (note 1) $ 13,454,391 11,858,064 Less: accumulated depreciation 2,691,386 2,415,860 Real estate assets, net 10,763,005 9,442,204 Investments in sales-type lease, net 8,705 — Investments in real estate partnerships (note 4) 370,605 350,377 Net real estate investments 11,142,315 9,792,581 Properties held for sale 18,878 — Cash, cash equivalents, and restricted cash, including $ 6,383 and $ 2,310 of restricted cash at December 31, 2023 and 2022, respectively (note 1) 91,354 68,776 Tenant and other receivables (note 1) 206,162 188,863 Deferred leasing costs, less accumulated amortization of $ 124,107 and $ 117,137 at December 31, 2023 and 2022, respectively 73,398 68,945 Acquired lease intangible assets, less accumulated amortization of $ 364,413 and $ 338,053 at December 31, 2023 and 2022, respectively (note 6) 283,375 197,745 Right of use assets, net 328,002 275,513 Other assets (note 5) 283,429 267,797 Total assets $ 12,426,913 10,860,220 Liabilities and Equity Liabilities: Notes payable, net (note 9) $ 4,001,949 3,726,754 Unsecured credit facility (note 9) 152,000 — Accounts payable and other liabilities 358,612 317,259 Acquired lease intangible liabilities, less accumulated amortization of $ 211,067 and $ 193,315 at December 31, 2023 and 2022, respectively (note 6) 398,302 354,204 Lease liabilities 246,063 213,722 Tenants’ security, escrow deposits and prepaid rent 78,052 70,242 Total liabilities 5,234,978 4,682,181 Equity: Shareholders’ equity (note 12): Preferred stock $ 0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued, in the aggregate, in Series A and Series B at December 31, 2023 with liquidation preferences of $ 25 per share and no shares authorized or issued at December 31, 2022 225,000 — Common stock $ 0.01 par value per share, 220,000,000 shares authorized; 184,581,070 and 171,124,593 shares issued at December 31, 2023 and 2022, respectively 1,846 1,711 Treasury stock at cost, 448,140 and 465,415 shares held at December 31, 2023 and 2022, respectively ( 25,488 ) ( 24,461 ) Additional paid-in-capital 8,704,240 7,877,152 Accumulated other comprehensive (loss) income ( 1,308 ) 7,560 Distributions in excess of net income ( 1,871,603 ) ( 1,764,977 ) Total shareholders’ equity 7,032,687 6,096,985 Noncontrolling interests (note 12): Exchangeable operating partnership units, aggregate redemption value of $ 74,199 and $ 46,340 at December 31, 2023 and 2022, respectively 42,195 34,489 Limited partners’ interests in consolidated partnerships (note 1) 117,053 46,565 Total noncontrolling interests 159,248 81,054 Total equity 7,191,935 6,178,039 Total liabilities and equity $ 12,426,913 10,860,220 See accompanying notes to consolidated financial statements. 66 RE GENCY CENTERS CORPORATION Consolidated Statements of Operations For the years ended December 31, 2023, 2022, and 2021 (in thousands, except per share data) 2023 2022 2021 Revenues: Lease income $ 1,283,939 1,187,452 1,113,368 Other property income 11,573 10,719 12,456 Management, transaction, and other fees 26,954 25,851 40,337 Total revenues 1,322,466 1,224,022 1,166,161 Operating expenses: Depreciation and amortization 352,282 319,697 303,331 Property operating expense 229,209 196,148 184,553 Real estate taxes 165,560 149,795 142,129 General and administrative 97,806 79,903 78,218 Other operating expenses 9,459 6,166 5,751 Total operating expenses 854,316 751,709 713,982 Other expense (income): Interest expense, net 154,249 146,186 145,170 Provision for impairment of real estate — — 84,389 Gain on sale of real estate, net of tax ( 661 ) ( 109,005 ) ( 91,119 ) Early extinguishment of debt ( 99 ) — — Net investment (income) loss ( 5,665 ) 6,921 ( 5,463 ) Total other expense 147,824 44,102 132,977 Income from operations before equity in income of investments in real estate partnerships 320,326 428,211 319,202 Equity in income of investments in real estate partnerships (note 4) 50,541 59,824 47,086 Net income 370,867 488,035 366,288 Noncontrolling interests: Exchangeable operating partnership units ( 2,008 ) ( 2,105 ) ( 1,615 ) Limited partners’ interests in consolidated partnerships ( 4,302 ) ( 3,065 ) ( 3,262 ) Income attributable to noncontrolling interests ( 6,310 ) ( 5,170 ) ( 4,877 ) Net income attributable to the Company 364,557 482,865 361,411 Preferred stock dividends ( 5,057 ) — — Net income attributable to common shareholders $ 359,500 482,865 361,411 Income per common share - basic (note 15) $ 2.04 2.82 2.12 Income per common share - diluted (note 15) $ 2.04 2.81 2.12 See accompanying notes to consolidated financial statements. 67 REG ENCY CENTERS CORPORATION Consolidated Statements of Comprehensive Income For the years ended December 31, 2023, 2022, and 2021 (in thousands) 2023 2022 2021 Net income $ 370,867 488,035 366,288 Other comprehensive income: Effective portion of change in fair value of derivative instruments: Effective portion of change in fair value of derivative instruments ( 2,448 ) 20,061 5,391 Reclassification adjustment of derivative instruments included in net income ( 7,536 ) 833 4,141 Unrealized gain (loss) on available-for-sale debt securities 337 ( 1,309 ) ( 405 ) Other comprehensive (loss) income ( 9,647 ) 19,585 9,127 Comprehensive income 361,220 507,620 375,415 Less: comprehensive income attributable to noncontrolling interests: Net income attributable to noncontrolling interests 6,310 5,170 4,877 Other comprehensive (loss) income attributable to noncontrolling interests ( 779 ) 1,798 729 Comprehensive income attributable to noncontrolling interests 5,531 6,968 5,606 Comprehensive income attributable to the Company $ 355,689 500,652 369,809 See accompanying notes to consolidated financial statements. 68 REG ENCY CENTERS CORPORATION Consolidated Statements of Equity For the years ended December 31, 2023, 2022, and 2021 (in thousands, except per share data) Shareholders' Equity Noncontrolling Interests Preferred Stock Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Shareholders’ Equity Exchangeable Operating Partnership Units Limited Partners’ Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2020 $ — 1,697 ( 24,436 ) 7,792,082 ( 18,625 ) ( 1,765,806 ) 5,984,912 35,727 37,508 73,235 6,058,147 Net income — — — — — 361,411 361,411 1,615 3,262 4,877 366,288 Other comprehensive income Other comprehensive income before reclassification — — — — 4,603 — 4,603 23 360 383 4,986 Amounts reclassified from accumulated other comprehensive income — — — — 3,795 — 3,795 17 329 346 4,141 Deferred compensation plan, net — — 1,678 ( 1,603 ) — — 75 — — — 75 Restricted stock issued, net of amortization — 2 — 12,650 — — 12,652 — — — 12,652 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 3,553 ) — — ( 3,553 ) — — — ( 3,553 ) Common stock issued under dividend reinvestment plan — — — 1,286 — — 1,286 — — — 1,286 Common stock issued for partnership units exchanged — — — 99 — — 99 ( 99 ) — ( 99 ) — Common stock issued, net of issuance costs — 13 — 82,497 — — 82,510 — — — 82,510 Distributions to partners — — — — — — — — ( 4,345 ) ( 4,345 ) ( 4,345 ) Cash dividends declared: Common stock/unit ($ 2.410 per share) — — — — — ( 410,419 ) ( 410,419 ) ( 1,836 ) — ( 1,836 ) ( 412,255 ) Balance at December 31, 2021 $ — 1,712 ( 22,758 ) 7,883,458 ( 10,227 ) ( 1,814,814 ) 6,037,371 35,447 37,114 72,561 6,109,932 Net income — — — — — 482,865 482,865 2,105 3,065 5,170 488,035 Other comprehensive income Other comprehensive income before reclassification — — — — 17,008 — 17,008 80 1,664 1,744 18,752 Amounts reclassified from accumulated other comprehensive income — — — — 779 — 779 5 49 54 833 Deferred compensation plan, net — — ( 1,703 ) 1,702 — — ( 1 ) — — — ( 1 ) Restricted stock issued, net of amortization — 2 — 16,665 — — 16,667 — — — 16,667 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 5,858 ) — — ( 5,858 ) — — — ( 5,858 ) Common stock repurchased and retired — ( 13 ) — ( 75,406 ) — — ( 75,419 ) — — — ( 75,419 ) Common stock issued under dividend reinvestment plan — — — 524 — — 524 — — — 524 Common stock issued for partnership units exchanged — — — 1,275 — — 1,275 ( 1,275 ) — ( 1,275 ) — Common stock issued, net of issuance costs — 10 — 61,274 — — 61,284 — — — 61,284 Reallocation of noncontrolling interests, net of transaction costs — — — ( 6,482 ) — — ( 6,482 ) — 6,266 6,266 ( 216 ) Contributions from partners — — — — — — — — 13,223 13,223 13,223 Distributions to partners — — — — — — — — ( 14,816 ) ( 14,816 ) ( 14,816 ) Cash dividends declared: — — — Common stock/unit ($ 2.525 per share) — — — — — ( 433,028 ) ( 433,028 ) ( 1,873 ) — ( 1,873 ) ( 434,901 ) Balance at December 31, 2022 $ — $ 1,711 ( 24,461 ) 7,877,152 7,560 ( 1,764,977 ) 6,096,985 34,489 46,565 81,054 6,178,039 69 Shareholders' Equity Noncontrolling Interests Preferred Stock Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Shareholders’ Equity Exchangeable Operating Partnership Units Limited Partners’ Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2022 $ — 1,711 ( 24,461 ) 7,877,152 7,560 ( 1,764,977 ) 6,096,985 34,489 46,565 81,054 6,178,039 Net income — — — — — 364,557 364,557 2,008 4,302 6,310 370,867 Other comprehensive loss Other comprehensive income before reclassification — — — — ( 2,063 ) — ( 2,063 ) ( 9 ) ( 39 ) ( 48 ) ( 2,111 ) Amounts reclassified from accumulated other comprehensive loss — — — — ( 6,805 ) — ( 6,805 ) ( 39 ) ( 692 ) ( 731 ) ( 7,536 ) Adjustment for noncontrolling interests in the Operating Partnership — — — 13,518 — — 13,518 ( 13,518 ) — ( 13,518 ) — Deferred compensation plan, net — — ( 1,027 ) 1,027 — — — — — — — Restricted stock issued, net of amortization — 2 — 20,439 — — 20,441 — — — 20,441 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 7,074 ) — — ( 7,074 ) — — — ( 7,074 ) Common stock repurchased and retired — ( 3 ) — ( 20,003 ) — — ( 20,006 ) — — — ( 20,006 ) Repurchase of exchangeable operating partnership units — — — — — — — ( 9,163 ) — ( 9,163 ) ( 9,163 ) Common stock issued under dividend reinvestment plan — — — 622 — — 622 — — — 622 Common stock issued for partnership units exchanged — — — 198 — — 198 ( 198 ) — ( 198 ) — Common stock issued, net of issuance costs — 136 — 818,361 — — 818,497 — — — 818,497 Issuance of exchangeable operating partnership units — — — — — — — 31,253 — 31,253 31,253 Issuance of preferred stock 225,000 — — — — — 225,000 — — — 225,000 Contributions from partners — — — — — — — — 74,730 74,730 74,730 Distributions to partners — — — — — — — — ( 7,813 ) ( 7,813 ) ( 7,813 ) Cash dividends declared: Preferred stock/unit — — — — — ( 5,057 ) ( 5,057 ) — — — ( 5,057 ) Common stock/unit ($ 2.620 per share) — — — — — ( 466,126 ) ( 466,126 ) ( 2,628 ) — ( 2,628 ) ( 468,754 ) Balance at December 31, 2023 $ 225,000 1,846 ( 25,488 ) 8,704,240 ( 1,308 ) ( 1,871,603 ) 7,032,687 42,195 117,053 159,248 7,191,935 See accompanying notes to consolidated financial statements. 70 REG ENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the years ended December 31, 2023, 2022, and 2021 (in thousands) 2023 2022 2021 Cash flows from operating activities: Net income $ 370,867 488,035 366,288 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 352,282 319,697 303,331 Amortization of deferred loan costs and debt premiums 8,252 5,799 6,003 Accretion of above and below market lease intangibles, net ( 29,130 ) ( 20,995 ) ( 22,936 ) Stock-based compensation, net of capitalization 20,075 16,521 12,515 Equity in income of investments in real estate partnerships ( 50,541 ) ( 59,824 ) ( 47,086 ) Gain on sale of real estate, net of tax ( 661 ) ( 109,005 ) ( 91,119 ) Provision for impairment of real estate, net of tax — — 84,389 Early extinguishment of debt ( 99 ) — — Distribution of earnings from investments in real estate partnerships 66,531 61,416 71,934 Settlement of derivative instruments — — ( 2,472 ) Deferred compensation expense (income) 4,782 ( 6,128 ) 4,572 Realized and unrealized (gain) loss on investments ( 5,571 ) 7,040 ( 5,348 ) Changes in assets and liabilities: Tenant and other receivables ( 13,904 ) ( 35,274 ) ( 24,869 ) Deferred leasing costs ( 11,156 ) ( 10,801 ) ( 6,966 ) Other assets 3,028 1,292 ( 1,226 ) Accounts payable and other liabilities 5,152 ( 9,088 ) 6,677 Tenants’ security, escrow deposits and prepaid rent ( 316 ) 7,130 5,701 Net cash provided by operating activities 719,591 655,815 659,388 Cash flows from investing activities: Acquisition of operating real estate, net of cash acquired of $ 0 , $ 3,061 and $ 2,991 in 2023, 2022 and 2021, respectively ( 45,386 ) ( 169,639 ) ( 392,051 ) Acquisition of UBP, net of cash acquired of $ 14,143 ( 82,389 ) — — Real estate development and capital improvements ( 232,855 ) ( 195,418 ) ( 177,631 ) Proceeds from sale of real estate 11,167 143,133 206,193 Issuance of notes receivable ( 4,000 ) — ( 20 ) Collection of notes receivable 4,000 1,823 — Investments in real estate partnerships ( 13,119 ) ( 36,266 ) ( 23,476 ) Return of capital from investments in real estate partnerships 11,308 48,473 99,945 Dividends on investment securities 1,283 1,113 813 Acquisition of investment securities ( 7,990 ) ( 21,112 ) ( 23,971 ) Proceeds from sale of investment securities 16,003 21,785 23,846 Net cash used in investing activities ( 341,978 ) ( 206,108 ) ( 286,352 ) Cash flows from financing activities: Net proceeds from common stock issuance ( 33 ) 61,284 82,510 Repurchase of common shares in conjunction with equity award plans ( 7,662 ) ( 6,447 ) ( 4,083 ) Common shares repurchased through share repurchase program ( 20,006 ) ( 75,419 ) — Proceeds from sale of treasury stock 103 64 96 Contributions from limited partners in consolidated partnerships 10,238 — — Distributions to limited partners in consolidated partnerships ( 7,813 ) ( 7,245 ) ( 4,345 ) Distributions to exchangeable operating partnership unit holders ( 2,368 ) ( 1,867 ) ( 1,815 ) Redemption of exchangeable operating partnership units ( 9,163 ) — — Dividends paid to common shareholders ( 453,065 ) ( 428,276 ) ( 403,085 ) Dividends paid to preferred shareholders ( 3,413 ) — — Proceeds from unsecured credit facilities 557,000 95,000 — Repayment of unsecured credit facilities ( 405,000 ) ( 95,000 ) ( 265,000 ) Proceeds from notes payable 59,500 — — Repayment of notes payable ( 61,592 ) ( 6,745 ) ( 42,014 ) Scheduled principal payments ( 11,235 ) ( 11,219 ) ( 11,255 ) Payment of loan costs ( 526 ) ( 88 ) ( 7,468 ) Net cash used in financing activities ( 355,035 ) ( 475,958 ) ( 656,459 ) Net change in cash, cash equivalents, and restricted cash 22,578 ( 26,251 ) ( 283,423 ) Cash, cash equivalents, and restricted cash at beginning of the year 68,776 95,027 378,450 Cash, cash equivalents, and restricted cash at end of the year $ 91,354 68,776 95,027 71 2023 2022 2021 Supplemental disclosure of cash flow information: Cash paid for interest (net of capitalized interest of $ 5,695 , $ 4,166 , and $ 4,202 in 2023, 2022, and 2021, respectively) $ 147,176 141,359 140,084 Cash paid for income taxes, net of refunds $ 933 570 378 Supplemental disclosure of non-cash transactions: Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid $ 126,683 111,709 107,480 Previously held equity investments in real estate assets acquired $ — 17,179 ( 4,609 ) Mortgage loans assumed by Company with the acquisition of real estate $ 98 22,779 111,104 Right of use assets obtained in exchange for new operating lease liabilities $ 36,577 — — Sale of leased asset in exchange for net investment in sales-type lease $ 8,510 — — UBP Acquisition: Notes payable assumed in acquisition, at fair value $ 284,706 — — Noncontrolling interest assumed in acquisition, at fair value $ 64,492 — — Common stock exchanged for UBP shares $ 818,530 — — Preferred stock exchanged for UBP shares $ 225,000 — — Common stock issued for partnership units exchanged $ 199 1,275 99 Exchangeable operating partnership units issued for acquisition of real estate $ 31,253 — — Real estate received in lieu of promote interest $ — — 13,589 Change in accrued capital expenditures $ 8,877 4,888 10,188 Common stock issued under dividend reinvestment plan $ 622 524 1,286 Stock-based compensation capitalized $ 954 735 666 Contributions to investments in real estate partnerships $ 920 — — Contributions from limited partners in consolidated partnerships, net $ — 5,436 — Reallocation of equity upon acquisition of a limited partner's interest in a consolidated partnership $ — 6,266 — Adjustment for noncontrolling interests in the operating partnership $ — — — Common stock issued for dividend reinvestment in trust $ 1,193 1,126 1,084 Contribution of stock awards into trust $ 2,080 2,250 1,416 Distribution of stock held in trust $ 2,245 786 3,647 Change in fair value of securities $ 338 1,658 513 See accompanying notes to consolidated financial statements. 72 RE GENCY CENTERS, L.P.
Biggest changeAlso, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Jacksonville, Florida February 14, 2025 66 RE GENCY CENTERS CORPORATION Consolidated Balance Sheets December 31, 2024 and 2023 (in thousands, except share data) 2024 2023 Assets Net real estate investments: Real estate assets, at cost $ 13,698,419 13,454,391 Less: accumulated depreciation 2,960,399 2,691,386 Real estate assets, net 10,738,020 10,763,005 Investments in sales-type leases, net 16,291 8,705 Investments in real estate partnerships 399,044 370,605 Net real estate investments 11,153,355 11,142,315 Properties held for sale, net — 18,878 Cash, cash equivalents, and restricted cash, including $ 5,601 and $ 6,383 of restricted cash at December 31, 2024 and 2023, respectively 61,884 91,354 Tenant and other receivables, net 255,495 206,162 Deferred leasing costs, less accumulated amortization of $ 131,080 and $ 124,107 at December 31, 2024 and 2023, respectively 79,911 73,398 Acquired lease intangible assets, less accumulated amortization of $ 395,209 and $ 364,413 at December 31, 2024 and 2023, respectively 229,983 283,375 Right of use assets, net 322,287 328,002 Other assets 289,046 283,429 Total assets $ 12,391,961 12,426,913 Liabilities and Equity Liabilities: Notes payable, net $ 4,343,700 4,001,949 Unsecured credit facility 65,000 152,000 Accounts payable and other liabilities 392,302 358,612 Acquired lease intangible liabilities, less accumulated amortization of $ 222,052 and $ 211,067 at December 31, 2024 and 2023, respectively 364,608 398,302 Lease liabilities 244,861 246,063 Tenants' security, escrow deposits and prepaid rent 81,183 78,052 Total liabilities 5,491,654 5,234,978 Commitments and contingencies — — Equity: Shareholders' equity: Preferred stock $ 0.01 par value per share, 30,000,000 shares authorized; 9,000,000 shares issued and outstanding, in the aggregate, in Series A and Series B at December 31, 2024 and 2023 225,000 225,000 Common stock $ 0.01 par value per share, 220,000,000 shares authorized; 181,361,454 and 184,581,070 shares issued and outstanding at December 31, 2024 and 2023, respectively 1,814 1,846 Treasury stock at cost, 479,251 and 448,140 shares held at December 31, 2024 and 2023, respectively ( 28,045 ) ( 25,488 ) Additional paid-in-capital 8,503,227 8,704,240 Accumulated other comprehensive gain (loss) 2,226 ( 1,308 ) Distributions in excess of net income ( 1,980,076 ) ( 1,871,603 ) Total shareholders' equity 6,724,146 7,032,687 Noncontrolling interests: Exchangeable operating partnership units, aggregate redemption value of $ 81,076 and $ 74,199 at December 31, 2024 and 2023, respectively 40,744 42,195 Limited partners' interests in consolidated partnerships 135,417 117,053 Total noncontrolling interests 176,161 159,248 Total equity 6,900,307 7,191,935 Total liabilities and equity $ 12,391,961 12,426,913 The accompanying notes are an integral part of the consolidated financial statements. 67 RE GENCY CENTERS CORPORATION Consolidated Statements of Operations For the years ended December 31, 2024, 2023, and 2022 (in thousands, except per share data) 2024 2023 2022 Revenues: Lease income $ 1,411,379 1,283,939 1,187,452 Other property income 14,651 11,573 10,719 Management, transaction, and other fees 27,874 26,954 25,851 Total revenues 1,453,904 1,322,466 1,224,022 Operating expenses: Depreciation and amortization 394,714 352,282 319,697 Property operating expense 248,637 229,209 196,148 Real estate taxes 184,415 165,560 149,795 General and administrative 101,465 97,806 79,903 Other operating expenses 10,867 9,459 6,166 Total operating expenses 940,098 854,316 751,709 Other expense, net: Interest expense, net 180,119 154,249 146,186 Provision for impairment of real estate 14,304 — — Gain on sale of real estate, net of tax ( 34,162 ) ( 661 ) ( 109,005 ) Loss (gain) on early extinguishment of debt 180 ( 99 ) — Net investment (income) loss ( 6,181 ) ( 5,665 ) 6,921 Total other expense, net 154,260 147,824 44,102 Income before equity in income of investments in real estate partnerships 359,546 320,326 428,211 Equity in income of investments in real estate partnerships 50,294 50,541 59,824 Net income 409,840 370,867 488,035 Noncontrolling interests: Exchangeable operating partnership units ("EOP") ( 2,338 ) ( 2,008 ) ( 2,105 ) Limited partners' interests in consolidated partnerships ( 7,114 ) ( 4,302 ) ( 3,065 ) Net income attributable to noncontrolling interests ( 9,452 ) ( 6,310 ) ( 5,170 ) Net income attributable to the Company 400,388 364,557 482,865 Preferred stock dividends ( 13,650 ) ( 5,057 ) — Net income attributable to common shareholders $ 386,738 359,500 482,865 Net income attributable to common shareholders: Per common share - basic $ 2.12 2.04 2.82 Per common share - diluted $ 2.11 2.04 2.81 The accompanying notes are an integral part of the consolidated financial statements. 68 REG ENCY CENTERS CORPORATION Consolidated Statements of Comprehensive Income For the years ended December 31, 2024, 2023, and 2022 (in thousands) 2024 2023 2022 Net income $ 409,840 370,867 488,035 Other comprehensive income (loss): Effective portion of change in fair value of derivative instruments: Effective portion of change in fair value of derivative instruments 12,523 ( 2,448 ) 20,061 Reclassification adjustment of derivative instruments included in net income ( 8,895 ) ( 7,536 ) 833 Unrealized (loss) gain on available-for-sale debt securities ( 32 ) 337 ( 1,309 ) Other comprehensive income (loss) 3,596 ( 9,647 ) 19,585 Comprehensive income 413,436 361,220 507,620 Less: comprehensive income attributable to noncontrolling interests: Net income attributable to noncontrolling interests 9,452 6,310 5,170 Other comprehensive income (loss) attributable to noncontrolling interests 62 ( 779 ) 1,798 Comprehensive income attributable to noncontrolling interests 9,514 5,531 6,968 Comprehensive income attributable to the Company $ 403,922 355,689 500,652 The accompanying notes are an integral part of the consolidated financial statements. 69 REG ENCY CENTERS CORPORATION Consolidated Statements of Equity For the years ended December 31, 2024, 2023, and 2022 (in thousands, except per share data) Shareholders' Equity Noncontrolling Interests Preferred Stock Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Shareholders' Equity Exchangeable Operating Partnership Units Limited Partners' Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2021 $ — 1,712 ( 22,758 ) 7,883,458 ( 10,227 ) ( 1,814,814 ) 6,037,371 35,447 37,114 72,561 6,109,932 Net income — — — — — 482,865 482,865 2,105 3,065 5,170 488,035 Other comprehensive income Other comprehensive income before reclassification — — — — 17,008 — 17,008 80 1,664 1,744 18,752 Amounts reclassified from accumulated other comprehensive income — — — — 779 — 779 5 49 54 833 Deferred compensation plan, net — — ( 1,703 ) 1,702 — — ( 1 ) — — — ( 1 ) Restricted stock issued, net of amortization — 2 — 16,665 — — 16,667 — — — 16,667 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 5,858 ) — — ( 5,858 ) — — — ( 5,858 ) Common stock repurchased and retired — ( 13 ) — ( 75,406 ) — — ( 75,419 ) — — — ( 75,419 ) Common stock issued under dividend reinvestment plan — — — 524 — — 524 — — — 524 Common stock issued for partnership units exchanged — — — 1,275 — — 1,275 ( 1,275 ) — ( 1,275 ) — Common stock issued, net of issuance costs — 10 — 61,274 — — 61,284 — — — 61,284 Reallocation of noncontrolling interests, net of transaction costs — — — ( 6,482 ) — — ( 6,482 ) — 6,266 6,266 ( 216 ) Contributions from partners — — — — — — — — 13,223 13,223 13,223 Distributions to partners — — — — — — — — ( 14,816 ) ( 14,816 ) ( 14,816 ) Dividends declared: Common stock/unit ($ 2.525 per share/unit) — — — — — ( 433,028 ) ( 433,028 ) ( 1,873 ) — ( 1,873 ) ( 434,901 ) Balance at December 31, 2022 $ — 1,711 ( 24,461 ) 7,877,152 7,560 ( 1,764,977 ) 6,096,985 34,489 46,565 81,054 6,178,039 70 Shareholders' Equity Noncontrolling Interests Preferred Stock Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Shareholders' Equity Exchangeable Operating Partnership Units Limited Partners' Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2022 $ — 1,711 ( 24,461 ) 7,877,152 7,560 ( 1,764,977 ) 6,096,985 34,489 46,565 81,054 6,178,039 Net income — — — — — 364,557 364,557 2,008 4,302 6,310 370,867 Other comprehensive loss Other comprehensive loss before reclassification — — — — ( 2,063 ) — ( 2,063 ) ( 9 ) ( 39 ) ( 48 ) ( 2,111 ) Amounts reclassified from accumulated other comprehensive loss — — — — ( 6,805 ) — ( 6,805 ) ( 39 ) ( 692 ) ( 731 ) ( 7,536 ) Adjustment for noncontrolling interests in the Operating Partnership — — — 13,518 — — 13,518 ( 13,518 ) — ( 13,518 ) — Deferred compensation plan, net — — ( 1,027 ) 1,027 — — — — — — — Restricted stock issued, net of amortization — 2 — 20,439 — — 20,441 — — — 20,441 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 7,074 ) — — ( 7,074 ) — — — ( 7,074 ) Common stock repurchased and retired — ( 3 ) — ( 20,003 ) — — ( 20,006 ) — — — ( 20,006 ) Repurchase of EOP units — — — — — — — ( 9,163 ) — ( 9,163 ) ( 9,163 ) Common stock issued under dividend reinvestment plan — — — 622 — — 622 — — — 622 Common stock issued for partnership units exchanged — — — 198 — — 198 ( 198 ) — ( 198 ) — Common stock issued, net of issuance costs — 136 — 818,361 — — 818,497 — — — 818,497 Issuance of EOP units — — — — — — — 31,253 — 31,253 31,253 Issuance of preferred stock 225,000 — — — — — 225,000 — — — 225,000 Contributions from partners — — — — — — — — 74,730 74,730 74,730 Distributions to partners — — — — — — — — ( 7,813 ) ( 7,813 ) ( 7,813 ) Dividends declared: Preferred stock (Series A: $ 0.781250 per share/unit; Series B: $ 0.734400 per share/unit) — — — — — ( 5,057 ) ( 5,057 ) — — — ( 5,057 ) Common stock/unit ($ 2.620 per share/unit) — — — — — ( 466,126 ) ( 466,126 ) ( 2,628 ) — ( 2,628 ) ( 468,754 ) Balance at December 31, 2023 $ 225,000 1,846 ( 25,488 ) 8,704,240 ( 1,308 ) ( 1,871,603 ) 7,032,687 42,195 117,053 159,248 7,191,935 71 Shareholders' Equity Noncontrolling Interests Preferred Stock Common Stock Treasury Stock Additional Paid In Capital Accumulated Other Comprehensive Loss Distributions in Excess of Net Income Total Shareholders' Equity Exchangeable Operating Partnership Units Limited Partners' Interest in Consolidated Partnerships Total Noncontrolling Interests Total Equity Balance at December 31, 2023 $ 225,000 1,846 ( 25,488 ) 8,704,240 ( 1,308 ) ( 1,871,603 ) 7,032,687 42,195 117,053 159,248 7,191,935 Net income — — — — — 400,388 400,388 2,338 7,114 9,452 409,840 Other comprehensive income Other comprehensive income before reclassification — — — — 11,845 — 11,845 70 576 646 12,491 Amounts reclassified from accumulated other comprehensive income — — — — ( 8,311 ) — ( 8,311 ) ( 50 ) ( 534 ) ( 584 ) ( 8,895 ) Adjustment for noncontrolling interests — — — ( 10,833 ) — — ( 10,833 ) 2,119 8,714 10,833 — Deferred compensation plan, net — — ( 2,557 ) 2,557 — — — — — — — Restricted stock issued, net of amortization — 1 — 24,916 — — 24,917 — — — 24,917 Common stock repurchased for taxes withheld for stock-based compensation, net — — — ( 19,012 ) — — ( 19,012 ) — — — ( 19,012 ) Common stock repurchased and retired — ( 33 ) — ( 200,033 ) — — ( 200,066 ) — — — ( 200,066 ) Common stock issued under dividend reinvestment plan — — — 657 — — 657 — — — 657 Common stock issued for partnership units exchanged — — — 735 — — 735 ( 735 ) — ( 735 ) — Contributions from partners — — — — — — — — 14,679 14,679 14,679 Distributions to partners — — — — — — — — ( 12,185 ) ( 12,185 ) ( 12,185 ) Dividends declared: Preferred stock (Series A: $ 1.562 500 per share/unit; Series B: $ 1.468 800 per share/unit) — — — — — ( 13,650 ) ( 13,650 ) — — — ( 13,650 ) Common stock/unit ($ 2.715 per share/unit) — — — — — ( 495,211 ) ( 495,211 ) ( 5,193 ) — ( 5,193 ) ( 500,404 ) Balance at December 31, 2024 $ 225,000 1,814 ( 28,045 ) 8,503,227 2,226 ( 1,980,076 ) 6,724,146 40,744 135,417 176,161 6,900,307 See accompanying notes to consolidated financial statements. 72 REG ENCY CENTERS CORPORATION Consolidated Statements of Cash Flows For the years ended December 31, 2024, 2023, and 2022 (in thousands) 2024 2023 2022 Cash flows from operating activities: Net income $ 409,840 370,867 488,035 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 394,714 352,282 319,697 Amortization of deferred financing costs and debt premiums 13,096 8,252 5,799 Amortization of above and below market lease intangibles, net ( 22,701 ) ( 29,130 ) ( 20,995 ) Stock-based compensation, net of capitalization 23,504 20,075 16,521 Equity in income of investments in real estate partnerships ( 50,294 ) ( 50,541 ) ( 59,824 ) Gain on sale of real estate, net of tax ( 34,162 ) ( 661 ) ( 109,005 ) Provision for impairment of real estate 14,304 — — Loss (gain) on early extinguishment of debt 180 ( 99 ) — Distribution of earnings from investments in real estate partnerships 69,156 66,531 61,416 Deferred compensation expense (income) 5,256 4,782 ( 6,128 ) Realized and unrealized (gain) loss on investments ( 5,930 ) ( 5,571 ) 7,040 Changes in assets and liabilities: Tenant and other receivables ( 24,219 ) ( 13,904 ) ( 35,274 ) Deferred leasing costs ( 11,703 ) ( 11,156 ) ( 10,801 ) Other assets 1,818 3,028 1,292 Accounts payable and other liabilities 4,253 5,152 ( 9,088 ) Tenants' security, escrow deposits and prepaid rent 3,086 ( 316 ) 7,130 Net cash provided by operating activities 790,198 719,591 655,815 Cash flows from investing activities: Acquisition of operating real estate, net of cash acquired of $ 3,061 in 2022 ( 45,405 ) ( 45,386 ) ( 169,639 ) Acquisition of UBP, net of cash acquired of $ 14,143 — ( 82,389 ) — Real estate development and capital improvements ( 343,368 ) ( 232,855 ) ( 195,418 ) Proceeds from sale of real estate 108,615 11,167 143,133 Proceeds from property insurance casualty claims 5,286 — — Issuance of notes receivable ( 32,651 ) ( 4,000 ) — Collection of notes receivable 3,115 4,000 1,823 Investments in real estate partnerships ( 41,345 ) ( 13,119 ) ( 36,266 ) Return of capital from investments in real estate partnerships 13,034 11,308 48,473 Dividends on investment securities 453 1,283 1,113 Acquisition of investment securities ( 101,044 ) ( 7,990 ) ( 21,112 ) Proceeds from sale of investment securities 106,666 16,003 21,785 Net cash used in investing activities ( 326,644 ) ( 341,978 ) ( 206,108 ) 73 2024 2023 2022 Cash flows from financing activities: Net proceeds from common stock issuance $ — ( 33 ) 61,284 Repurchase of common shares in conjunction with equity award plans ( 19,540 ) ( 7,662 ) ( 6,447 ) Common shares repurchased through share repurchase program ( 200,066 ) ( 20,006 ) ( 75,419 ) Proceeds from sale of treasury stock 210 103 64 Contributions from noncontrolling interests 6,789 10,238 — Distributions to and redemptions of noncontrolling interests ( 12,185 ) ( 7,813 ) ( 7,245 ) Distributions to exchangeable operating partnership unit holders ( 2,952 ) ( 2,368 ) ( 1,867 ) Redemption of EOP units — ( 9,163 ) — Dividends paid to common shareholders ( 490,365 ) ( 453,065 ) ( 428,276 ) Dividends paid to preferred shareholders ( 13,650 ) ( 3,413 ) — Repayment of fixed rate unsecured notes ( 250,000 ) — — Proceeds from issuance of fixed rate unsecured notes, net of debt discount 722,860 — — Proceeds from unsecured credit facilities 722,419 557,000 95,000 Repayment of unsecured credit facilities ( 809,419 ) ( 405,000 ) ( 95,000 ) Proceeds from notes payable 12,000 59,500 — Repayment of notes payable ( 131,261 ) ( 61,592 ) ( 6,745 ) Scheduled principal payments ( 11,209 ) ( 11,235 ) ( 11,219 ) Payment of financing costs ( 16,655 ) ( 526 ) ( 88 ) Net cash used in financing activities ( 493,024 ) ( 355,035 ) ( 475,958 ) Net change in cash and cash equivalents and restricted cash ( 29,470 ) 22,578 ( 26,251 ) Cash and cash equivalents and restricted cash at beginning of the year 91,354 68,776 95,027 Cash and cash equivalents and restricted cash at end of the year $ 61,884 $ 91,354 68,776 Supplemental disclosure of cash flow information: Cash paid for interest (net of capitalized interest of $ 6,627 , $ 5,695 , and $ 4,166 in 2024, 2023, and 2022, respectively) $ 161,356 147,176 141,359 Cash paid for income taxes, net of refunds $ 7,724 933 570 Supplemental disclosure of non-cash transactions: Common and Preferred stock, and exchangeable operating partnership dividends declared but not paid $ 133,114 126,683 111,709 Previously held equity investments in real estate assets acquired $ — — 17,179 Mortgage loans assumed by Company with the acquisition of real estate $ — 98 22,779 Right of use assets obtained in exchange for new operating lease liabilities $ 1,271 36,577 — Sale of leased asset in exchange for net investment in sales-type lease $ 2,846 8,510 — UBP Acquisition: Notes payable assumed in acquisition, at fair value $ — 284,706 — Noncontrolling interest assumed in acquisition, at fair value $ — 64,492 — Common stock exchanged for UBP shares $ — 818,530 — Preferred stock exchanged for UBP shares $ — 225,000 — EOP units issued for acquisition of real estate $ — 31,253 — Real estate received in lieu of rental revenue $ 1,853 — — Change in accrued capital expenditures $ 14,036 8,877 4,888 Stock-based compensation capitalized $ 1,941 954 735 Contributions to investments in real estate partnerships $ 18,459 920 — Contributions from limited partners in consolidated partnerships $ 7,890 — 5,436 Change in fair value of securities $ 32 338 1,658 The accompanying notes are an integral part of the consolidated financial statements. 74 RE GENCY CENTERS, L.P.