Regency Centers Corp美股招股说明书(2025-05-09版)

Regency Centers, L.P. $400,000,000 5.00% Notes due 2032Guaranteed as to the Payment of Principal and Interest byRegency Centers Corporation Regency Centers, L.P. (the operating partnership through which Regency Centers Corporation conducts its operations) is offering $400,000,000 ofits 5.00% Notes due 2032, which we refer to as the “notes.” Regency Centers, L.P. will pay interest on the notes on January15 and July 15 of each year,beginning on January15, 2026. The notes will mature on July 15, 2032. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excessthereof. We may redeem some or all of the notes at the redemption prices discussed under the caption “Description of the Notes — Optional Redemption.” Regency Centers Corporation, the general partner of Regency Centers, L.P., will guarantee the payment of principal and interest on the notes. Investing in the notes involves risks. See “Risk Factors” beginning on pageS-9of this prospectus supplement aswell as the risk factors included in our periodic reports for a discussion of certain risks that you should consider inconnection with an investment in the notes. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined thatthis prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense. (1)Plus accrued interest, if settlement occurs after May 13, 2025. The notes are a new issuance of securities with no established trading market. We do not intend to list the notes on any securities exchange. We expect that delivery of the notes will be made to investors on or about May 13, 2025 in book-entry form only through the facilities of TheDepository Trust Company for the accounts of its participants. Joint Book-Running Managers TDSecurities USBancorp BMOCapitalMarketsRBCCapitalMarkets TABLE OF CONTENTS Prospectus Supplement WHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEFORWARD-LOOKING INFORMATIONREGENCY CENTERS, L.P. AND OUR GENERAL PARTNERTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE NOTESSUPPLEMENTAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGVALIDITY OF NOTESEXPERTS Prospectus ABOUT THIS PROSPECTUSFORWARD-LOOKING INFORMATIONRISK FACTORSREGENCY CENTERS CORPORATION AND REGENCY CENTERS, L.P.WHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN DOCUMENTS BY REFERENCEUSE OF PROCEEDSGENERAL DESCRIPTION OF SECURITIESDESCRIPTION OF THE SECURITIES THAT MAY BE OFFERED BY REGENCY CENTERS, L.P.DESCRIPTION OF THE SECURITIES THAT MAY BE OFFERED BY REGENCY CENTERS CORPORATIONSELLING SECURITY HOLDERSPLAN OF DISTRIBUTIONCERTAIN MATERIAL FEDERAL INCOME TAX CONSIDERATIONSLEGAL MATTERSEXPERTS You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus andany related free writing prospectus issued by us. We have not, and the underwriters have not, authorized anyone else to provide you with different oradditional information. We are offering to sell these securities and seeking offers to buy these securities only in jurisdictions where offers and sales arepermitted. We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanyingprospectus and any related free writing prospectus issued by us. We have not, and the underwriters have not, authorized anyone to give youany other information. We and the underwriters take no responsibility for any other information that others may give you. This prospectussupplement, the accompanying prospectus and any related free writing prospectus issued by us do not constitute an offer to sell or thesolicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus supplement, theaccompanying prospectus and any related free writing prospectus issued by us constitute an offer to sell or the solicitation of an offer to buysecurities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assumethat the information contained in this prospectus supplement, the accompanying prospectus and any related free writing prospectus issued byus is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated byreference is accurate on any date subsequent to the date of the document incorporated by reference, even though this prospectus supplement,the accompanying prospectus and any related free writing prospectus issued by us is delivered or securities are sold on a later date. Ourbusiness, financial condition, prospectus and results of operations may have changed since those respective dates. We expect that delivery of the notes will be made to investors on or