REGENCY CENTERS CORP 8-K

What Happened
Regency Centers Corporation announced on February 17, 2026 that it entered into an Equity Distribution Agreement with RBC Capital Markets, LLC (and related master confirmations with Royal Bank of Canada) to sell shares of its common stock under its shelf registration. The program is part of a previously established group of Sales Agents and Forward Purchasers and allows the company to offer and sell up to $500,000,000 aggregate offering price of common stock. The company may also use forward sale arrangements under related master confirmations, which involve borrowed shares sold by Forward Sellers and are expected to be physically settled, but may be cash- or net-share-settled in certain cases.

Key Details

• Offer size: up to $500,000,000 aggregate offering price of common stock (registered on Form S-3, File No. 333-293495).
• Parties: RBC Capital Markets, LLC as a Sales Agent and Royal Bank of Canada as a Forward Purchaser/Forward Seller, joining other existing agents and purchasers.
• Fees: Sales Agents and Forward Sellers may receive commissions up to 2.0% of gross sales price; special selling efforts may yield additional agreed commissions.
• Settlement mechanics: company will not initially receive proceeds when borrowed shares are sold by Forward Sellers; expected physical settlement will generate net cash at settlement, but cash or net-share settlement options may result in no proceeds or potential cash/Shares owed.

Why It Matters
This filing gives Regency Centers flexibility to raise equity capital up to $500M over time using at‑the‑market sales and forward hedging transactions. For investors, the program could dilute existing shares if and when the company issues new common stock, and may affect share supply and trading. The filing also clarifies costs (commissions up to 2.0%) and settlement risks—Regency may choose physical, cash, or net-share settlement under forward contracts, which impacts whether and when the company receives cash proceeds.