REGENCY CENTERS CORP — Capital/Financing Update 2025

May 8, 2025

FWP 1 d39191dfwp.htm FWP FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated May 8, 2025

Relating to Preliminary Prospectus Supplement dated May 8, 2025

to Prospectus dated March 23, 2023

Registration Nos. 333-270763 and 333-270763-01

REGENCY CENTERS, L.P.

$400,000,000 5.00% Notes Due 2032

Pricing Term Sheet

Issuer:	Regency Centers, L.P.
Security:	5.00% Notes Due 2032 (the “Notes”)
Guarantee:	Regency Centers Corporation, the general partner of Regency Centers, L.P., will guarantee the payment of principal and interest of the Notes.
Expected Ratings (Moody’s / S&P)*:	A3 (stable) / A- (stable)
Principal Amount:	$400,000,000
Coupon (Interest Rate):	5.00% per annum
Interest Payment Dates:	January 15 and July 15, commencing January 15, 2026
Interest Record Dates:	The immediately preceding January 1 and July 1
Maturity:	July 15, 2032
Denominations:	$2,000 x $1,000 in excess thereof
Price to Public:	99.279% of principal amount, plus accrued interest, if any, from the date of original issuance
Trade Date:	May 8, 2025
Settlement Date:	T+3; May 13, 2025; under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in one business day, unless the parties
to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes prior to the date that is one

| | business day preceding the settlement date will be required, by virtue of the fact that the Notes initially settle in T+3 to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to trade the Notes during such period should consult their advisors. |
| --- | --- |
| Net Proceeds: | $394,616,000 (after deducting underwriting discount and before expenses associated with the transaction). |
| Optional Redemption Provision: | In full or in part at any time, prior to May 15, 2032 (“Par Call Date”), make whole call based on U.S. Treasury plus 15 bps to the Par Call Date, and, on or after the Par Call Date, redeemable at 100% of the principal
amount plus accrued and unpaid interest to the redemption date. |
| Benchmark Treasury: | 4.00% due April 30, 2032 |
| Spread to Benchmark Treasury: | T+95 bps |
| Benchmark Treasury Price / Yield: | 98-31+ / 4.169% |
| Re-Offer Yield: | 5.119% |
| CUSIP / ISIN: | 75884RBD4 / US75884RBD44 |
| Joint Book-Running Managers: | Wells Fargo Securities, LLC BofA Securities,
Inc. J.P. Morgan Securities LLC TD Securities (USA) LLC PNC Capital Markets LLC Regions Securities LLC U.S. Bancorp Investments, Inc. |
| Senior Co-Managers | BMO Capital Markets Corp. BNY Mellon Capital
Markets, LLC Mizuho Securities USA LLC RBC Capital Markets,
LLC Scotia Capital (USA) Inc. Truist Securities,
Inc. |

• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer and guarantor have filed a registration statement (including a prospectus) with the Securities and Exchange Commission, or SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer and guarantor have filed with the SEC for more complete information about the issuer, the guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov . Alternatively, the underwriters participating in the offering will arrange to send you the prospectus supplement and accompanying prospectus if you request it by calling Wells Fargo Securities, LLC toll-free at (800) 645-3751, by calling BofA Securities, Inc. toll-free at (800) 294-1322, by calling J.P. Morgan Securities LLC collect at (212) 834-4533, or by calling TD Securities (USA) LLC at (855) 495-9846.