Filed Pursuant to Rule 424(b)(3)
Registration No.: 333-272735

MERGERS PROPOSED — YOUR VOTE IS VERY IMPORTANT

Dear Stockholders of Urstadt Biddle Properties Inc.:

On May 17, 2023, the board of directors of Urstadt Biddle Properties Inc. (which we refer to as “Urstadt Biddle”) approved an Agreement and Plan of Merger, dated as of May 17, 2023 (which we refer to, as amended from time to time, as the “merger agreement”), by and among Regency Centers Corporation (which we refer to as “Regency”), Hercules Merger Sub, LLC, a wholly owned subsidiary of Regency (which we refer to as “Merger Sub”), Urstadt Biddle, UB Maryland I, Inc., a wholly owned subsidiary of Urstadt Biddle (which we refer to as “UB Sub I”), and UB Maryland II, Inc., a wholly owned subsidiary of UB Sub I (which we refer to as “UB Sub II”). The merger agreement provides that (i) UB Sub II will be merged with and into Urstadt Biddle (which we refer to as the “first merger”), with Urstadt Biddle surviving the first merger as a wholly owned subsidiary of UB Sub I, and (ii) following the first merger, UB Sub I will be merged with and into Merger Sub (which we refer to as the “second merger” and together with the first merger, the “mergers”), with Merger Sub surviving the second merger as a wholly owned subsidiary of Regency.

In connection with the mergers, holders of UB common stock and UB Class A common stock (which we refer to as the “Urstadt Biddle stockholders”) will have the right to receive 0.347 (which we refer to as the “exchange ratio”) of a newly issued share of Regency common stock for each share of UB common stock and for each share of UB Class A common stock that they own immediately prior to the effective time of the first merger. In the mergers, each share of Urstadt Biddle 6.25% Series H Cumulative Redeemable Preferred Stock (which we refer to as “UB Series H preferred stock”), and each share of Urstadt Biddle 5.875% Series K Cumulative Redeemable Preferred Stock (which we refer to as “UB Series K preferred stock” and, together with UB Series H preferred stock, “UB preferred stock”), will be converted into one share of newly issued Regency 6.25% Series A Cumulative Redeemable Preferred Stock (which we refer to as “Regency Series A preferred stock”), and Regency 5.875% Series B Cumulative Redeemable Preferred Stock (which we refer to as “Regency Series B preferred stock” and, together with Regency Series A preferred stock, “Regency preferred stock”), respectively, having substantially similar terms as those of the corresponding series of preferred stock of Urstadt Biddle. Holders of UB common stock and UB Class A common stock will receive cash in lieu of fractional shares of Regency common stock. The exchange ratio is fixed (except for in limited circumstances, including with respect to REIT dividends, as described in the proxy statement/prospectus). UB common stock, UB Class A common stock, UB Series H preferred stock and UB Series K preferred stock are traded on the New York Stock Exchange (which we refer to as the “NYSE”) under the ticker symbols “UBP,” “UBA,” “UBPPRH” and “UBPPRK,” respectively. Regency common stock is traded on the Nasdaq Stock Market (which we refer to as the “Nasdaq”) under the ticker symbol “REG.” Based on the closing price of Regency common stock on the Nasdaq of $58.78 on May 17, 2023, the last practicable trading day before public announcement of the proposed mergers, the exchange ratio represented approximately $20.40 in Regency common stock for each share of UB common stock and each share of UB Class A common stock. Based on the closing price of Regency common stock on the Nasdaq of $62.00 on July 6, 2023, the latest practicable date before the date of this proxy statement/prospectus, the exchange ratio represented approximately $21.51 in Regency common stock for each share of UB common stock and each share of UB Class A common stock. Because the exchange ratio is fixed, the market value of the merger consideration will fluctuate with changes in the market price of Regency common stock and you will not be able to ascertain the precise value of the merger consideration at the time that you vote. We urge you to obtain current market quotations of Regency common stock, UB common stock and UB Class A common stock.

Based on the number of shares of UB common stock and UB Class A common stock (including each restricted stock award with respect to UB common stock and UB Class A common stock (which we refer to as the “UB restricted stock awards”) and excluding any shares of UB Class A common stock that may be issued in connection with the conversion or repurchase of equity interests in one or more of the Urstadt Biddle four unconsolidated joint ventures (which we refer to as the “DownREITs”)) outstanding as of July 6, 2023, we

anticipate that Regency will issue approximately 13.6 million shares of Regency common stock in the mergers. Upon completion of the mergers, based on the number of shares of UB common stock and UB Class A common stock (including the number of UB restricted stock awards and excluding any shares of UB Class A common stock that may be issued in connection with the conversion or repurchase of equity interests in the DownREITs) and shares of Regency common stock outstanding on July 6, 2023, we expect that the former holders of UB common stock and UB Class A common stock would own approximately 7.4% of the outstanding Regency common stock immediately after the closing of the mergers, and holders of Regency common stock immediately prior to the closing of the mergers would own approximately 92.6% of the outstanding Regency common stock immediately after the closing of the mergers. The number of shares of Regency common stock that will be issued in the mergers will depend on, among other factors, the number of shares of UB common stock and UB Class A common stock (including the number of UB restricted stock awards) outstanding immediately prior to the first merger effective time.

Urstadt Biddle will hold a special meeting of the holders of UB common stock and UB Class A common stock live via audio webcast on August 16, 2023 beginning at 2:00 p.m., Eastern Time (which we refer to as the “special meeting”) in connection with the mergers and the other transactions contemplated by the merger agreement. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/UBA2023SM, where you will be able to participate in the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 1:45 p.m., Eastern Time. Please note that because there will not be a physical meeting location, you will not be able to attend the special meeting in person.

At the special meeting, holders of UB common stock and UB Class A common stock will be asked to consider and vote on (i) a proposal to approve the mergers and the other transactions contemplated by the merger agreement (which we refer to as the “Merger Proposal”), (ii) a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Urstadt Biddle’s named executive officers that is based on or otherwise relates to the mergers (which we refer to as the “Compensation Proposal”) and (iii) a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger Proposal (which we refer to as the “Adjournment Proposal”).

Concurrently with the execution of the merger agreement, Willing L. Biddle, Catherine U. Biddle, Elinor F. Urstadt, Urstadt Property Company, Inc., Urstadt Realty Associates Co LP and Urstadt Realty Shares II L.P. (which we refer to as the “Urstadt Biddle Family Stockholders”) entered into a voting agreement with Regency and Urstadt Biddle (which we refer to as the “voting agreement”) to vote the shares of UB common stock and UB Class A common stock beneficially owned by them, representing approximately 68% of the voting power of UB common stock and UB Class A common stock as of the record date, in favor of the Merger Proposal. Because the approval of the Merger Proposal requires the affirmative vote of the holders of UB common stock and UB Class A common stock, voting together as a single class, representing a majority of all votes entitled to be cast on the matter at the special meeting, the approval of the Urstadt Biddle Family Stockholders at the special meeting will be sufficient to approve the Merger Proposal, even if no other holders of UB common stock or UB Class A common stock vote in favor of the Merger Proposal.

Your vote is very important, regardless of the number of shares you own. The record date for determining the stockholders entitled to receive notice of, and to vote at, the special meeting is the close of business on July 6, 2023. The mergers cannot be completed unless holders of shares of UB common stock and UB Class A common stock, voting together as a single class, representing a majority of all votes entitled to be cast on the matter vote in favor of the Merger Proposal at the special meeting. The obligations of Urstadt Biddle and Regency to complete the mergers are subject to the satisfaction or waiver of certain conditions set forth in the merger agreement, including approval of the Merger Proposal. All holders of record of UB preferred stock are entitled to notice of, but may not vote at, the special meeting. The vote of the holders of UB preferred stock is not required to approve any of the proposals at the special meeting and is not being solicited. More information about Urstadt Biddle, Regency, Merger Sub, UB Sub I, UB Sub II, the special meeting, the merger agreement, the mergers and the other transactions contemplated by the merger agreement is included in this proxy statement/prospectus.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE

ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE.

Your proxy is being solicited by the Urstadt Biddle board of directors. After careful consideration, the Urstadt Biddle board of directors (i) declared that the merger agreement, the mergers and the other transactions contemplated by the merger agreement were advisable and in the best interests of Urstadt Biddle and its stockholders; (ii) approved the mergers and the other transactions contemplated by the merger agreement and approved and adopted the merger agreement; (iii) directed the submission of a proposal to approve the mergers and the other transactions contemplated by the merger agreement for consideration by the holders of UB common stock and UB Class A common stock at the special meeting; and (iv) resolved to recommend that the holders of UB common stock and UB Class A common stock approve the mergers and the other transactions contemplated by the merger agreement. The Urstadt Biddle board of directors recommends that the holders of UB common stock and UB Class A common stock vote “FOR” the Merger Proposal, which approval is necessary to complete the mergers, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

We urge you to read carefully the risks that are described in the “Risk Factors” section, beginning on page 23 of this proxy statement/prospectus. In addition, in considering the recommendation of the Urstadt Biddle board of directors, you should be aware that the directors and executive officers of Urstadt Biddle have certain interests in the mergers and the other transactions contemplated by the merger agreement that may be different from, or in addition to, the interests of Urstadt Biddle stockholders generally. See the section entitled “Urstadt Biddle Proposals — Proposal 2: Compensation Proposal” beginning on page 142 of this proxy statement/prospectus and “The Mergers — Interests of Urstadt Biddle Directors and Executive Officers in the Mergers” beginning on page 71 of this proxy statement/prospectus for a more detailed description of these interests.

If you have questions about the mergers or the accompanying proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact Urstadt Biddle’s Secretary at:

(203) 863-8200 or 321 Railroad Avenue, Greenwich, CT 06830. For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 169 of this proxy statement/prospectus.

This proxy statement/prospectus provides you with detailed information about the mergers and the other transactions contemplated by the merger agreement and we urge you to read carefully in its entirety this proxy statement/prospectus, including the Annexes and documents incorporated by reference.

On behalf of the Urstadt Biddle board of directors, thank you for your consideration and continued support. We look forward to the successful combination of Urstadt Biddle and Regency.

Sincerely,

WILLING L. BIDDLE

President & Chief Executive Officer

Urstadt Biddle Properties Inc.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated July 12, 2023 and is first being mailed to Urstadt Biddle stockholders on or about July 12, 2023.

Urstadt Biddle Properties Inc.

321 Railroad Avenue

Greenwich, CT 06830

(203) 863-8200

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On August 16, 2023

Dear Stockholders:

We are pleased to invite you to attend a special meeting of stockholders of Urstadt Biddle Properties Inc. (which we refer to as “Urstadt Biddle”). The meeting will be held live via audio webcast on August 16, 2023, beginning at 2:00 p.m., Eastern Time (which we refer to as the “special meeting”), to consider and vote upon the matters listed below. The special meeting can be accessed by visiting www.virtualshareholdermeeting.com/UBA2023SM, where you will be able to participate in the meeting live and vote online. We encourage you to allow ample time for online check-in, which will open at 1:45 p.m., Eastern Time. Please note that because there will not be a physical meeting location, you will not be able to attend the special meeting in person.

The special meeting will be held for the following purposes:

The approval of the Merger Proposal by holders of UB common stock and UB Class A common stock, voting together as a single class, representing a majority of all votes entitled to be cast on the matter is a condition to closing under the merger agreement. If holders of UB common stock and UB Class A common stock fail to approve the Merger Proposal, the mergers and the other transactions contemplated by the merger agreement will not occur. The approval of the Compensation Proposal and the Adjournment Proposal requires the affirmative vote of a majority of the votes cast on the matter by the holders of UB common stock and UB Class A common stock at the special meeting, assuming a quorum is present.

Because the vote on the Compensation Proposal is only advisory in nature, it will not be binding on Urstadt Biddle or the board of directors of Urstadt Biddle. Accordingly, if the Merger Proposal is approved by holders of

UB common stock and UB Class A common stock and the mergers are completed, the compensation payments that are contractually required to be paid by Urstadt Biddle to its named executive officers will or may be paid, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the holders of UB common stock and UB Class A common stock on the Compensation Proposal. Please refer to the attached proxy statement/prospectus for further information with respect to the business to be transacted at the special meeting.

Holders of record of UB common stock and UB Class A common stock at the close of business on July 6, 2023 are entitled to notice of, and to vote on, all proposals at the special meeting and any adjournments or postponements of the special meeting. All holders of record of UB preferred stock are entitled to notice of, but may not vote at, the special meeting. The vote of the holders of UB preferred stock is not required to approve any of the proposals at the special meeting and is not being solicited.

Proxies from holders of shares of UB common stock and UB Class A common stock are being solicited by the Urstadt Biddle board of directors. After careful consideration, the Urstadt Biddle board of directors (i) declared that the merger agreement, the mergers and the other transactions contemplated by the merger agreement were advisable and in the best interests of Urstadt Biddle and its stockholders; (ii) approved the mergers and the other transactions contemplated by the merger agreement and approved and adopted the merger agreement; (iii) directed the submission of a proposal to approve the mergers and the other transactions contemplated by the merger agreement for consideration by the holders of UB common stock and UB Class A common stock at the special meeting; and (iv) resolved to recommend that the holders of UB common stock and UB Class A common stock approve the mergers and the other transactions contemplated by the merger agreement. The Urstadt Biddle board of directors recommends that you vote “FOR” the Merger Proposal, which approval is necessary to complete the mergers, “FOR” the Compensation Proposal, and “FOR” the Adjournment Proposal. The Urstadt Biddle board of directors made its determination after evaluating the mergers in consultation with Urstadt Biddle’s management and legal and financial advisors and considering a number of factors.

We urge you to read carefully the risks that are described in the “Risk Factors” section, beginning on page  23 of this proxy statement/prospectus. In considering the recommendation of the Urstadt Biddle board of directors, you should be aware that the directors and executive officers of Urstadt Biddle have certain interests in the mergers and the other transactions contemplated by the merger agreement that may be different from or in addition to the interests of Urstadt Biddle stockholders generally. See the sections entitled “ Urstadt Biddle Proposals —  Proposal 2: Compensation Proposal” beginning on page 142 of this proxy statement/prospectus and “The Mergers —  Interests of Urstadt Biddle Directors and Executive Officers in the Mergers” beginning on page 71 of this proxy statement/prospectus for a more detailed description of these interests.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE.

By Order of the Directors

MIYUN SUNG

Senior Vice President, Chief Legal Officer & Secretary

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates by reference important business and financial information about Regency and Urstadt Biddle from other documents that Regency and Urstadt Biddle have filed with the SEC and that are not included in or delivered with this proxy statement/prospectus. For a listing of documents incorporated by reference herein and additional information on how you can obtain copies of these documents free of charge from Regency or Urstadt Biddle, please see the section entitled “Where You Can Find More Information” beginning on page 169 of this proxy statement/prospectus. This information is also available for you to review free of charge through the SEC’s website at https://www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference herein or other information concerning Regency or Urstadt Biddle, without charge, upon written or oral request to the applicable company’s executive offices. The respective addresses and telephone numbers of such executive offices are listed below.

Investors may also consult the websites of Regency or Urstadt Biddle for more information concerning the mergers and the other transactions described in this proxy statement/prospectus. The website of Regency is https://www.investors.regencycenters.com and the website of Urstadt Biddle is https://www.investors.ubproperties.com. Information included on these websites is not incorporated by reference into this proxy statement/prospectus.

If you would like to request any documents, please do so by August 9, 2023, in order to receive them before the special meeting.

In addition, if you have questions about the mergers or the accompanying proxy statement/prospectus, would like additional copies of the proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, please contact:

Urstadt Biddle’s Secretary at: (203) 863-8200 or 321 Railroad Avenue, Greenwich, CT 06830. For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page 169 of this proxy statement/prospectus.

ABOUT THIS DOCUMENT

This document constitutes a prospectus of Regency under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Regency common stock, Regency Series A preferred stock and Regency Series B preferred stock to be issued in connection with the mergers, as well as a proxy statement of Urstadt Biddle under Section 14(a) of the Securities Exchange Act of 1934, as amended. It also constitutes a notice of meeting with respect to the special meeting, at which holders of UB common stock and UB Class A common stock will be asked to vote upon certain proposals to approve the mergers and other related matters.

No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus, and Regency and Urstadt Biddle take no responsibility for, and can provide no assurance as to the reliability of, any information others may give you. This proxy statement/prospectus is dated July 12, 2023. You should not assume that the information contained in, or incorporated by reference into, this proxy statement/prospectus is accurate as of any date other than the date on the front cover of those documents. Neither the mailing of this proxy statement/prospectus to Urstadt Biddle stockholders nor the issuance of Regency common stock in connection with the mergers will create any implication to the contrary.

Urstadt Biddle stockholders should not construe the contents of this proxy statement/prospectus as legal, tax or financial advice. Urstadt Biddle stockholders should consult with their own legal, tax, financial or other professional advisors. All summaries of, and references to, the agreements governing the terms of the transactions described in this proxy statement/prospectus are qualified by the full copies of and complete text of such agreements in the forms attached hereto as annexes, which are also available on the Electronic Data Gathering Analysis and Retrieval System of the SEC website at www.sec.gov.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction. Information contained in this proxy statement/prospectus regarding Regency has been provided by Regency and information contained in this proxy statement/prospectus regarding Urstadt Biddle has been provided by Urstadt Biddle.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN CONNECTION WITH THE MERGERS OR DETERMINED IF THIS PROXY STATEMENT/PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are answers to some questions that you, as a stockholder of Urstadt Biddle, may have regarding the proposed mergers between Regency and Urstadt Biddle and the other matters being considered at the special meeting. Regency and Urstadt Biddle urge you to carefully read this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the mergers and the other matters being considered at the special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

The merger agreement contemplates that two mergers will occur.

In the first merger, each share of UB Class A common stock outstanding as of immediately prior to the effective time of the first merger (which we refer to as the “first merger effective time”) will be converted into one share of UB Sub I Class A common stock, and each share of UB common stock outstanding as of immediately prior to the first merger effective time will be converted into one share of UB Sub I common stock (which we refer to together as “UB Sub I common shares”). In addition, holders of each share of UB Series H preferred stock will receive one share of preferred stock in UB Sub I (which we refer to as “UB Sub I Series H preferred stock”) for each share of UB Series H preferred stock that they own immediately prior to the first merger effective time, and holders of each share of UB Series K preferred stock will receive one share of preferred stock in UB Sub I (which we refer to as “UB Sub I Series K preferred stock” and, together with UB Sub I Series H preferred stock, “UB Sub I preferred stock”) for each share of UB Series K preferred stock that they own immediately prior to the first merger effective time.

In the second merger, each UB Sub I common share will be converted into the right to receive 0.347 of a newly issued share of Regency common stock. No fractional share of Regency common stock will be issued, and holders of record of UB Sub I common shares will receive cash in lieu of fractional shares. The exchange ratio is fixed (except for in limited circumstances, including with respect to REIT Dividends, as described herein) and will not be adjusted to reflect stock price changes prior to the closing of the mergers. Because the exchange ratio is fixed (except for in limited circumstances, including with respect to REIT Dividends, as described herein), the market value of the merger consideration will fluctuate with changes in the market price of Regency common stock, and you will not be able to ascertain the precise value of the merger consideration at the time that you vote. We urge you to obtain current market quotations of Regency common stock, UB common stock and UB Class A common stock.

In addition, in connection with the second merger, holders of each share of UB Sub I Series H preferred stock (other than UB Sub I Series H preferred stock owned directly by Urstadt Biddle, Regency or Merger Sub, which will be retired and shall cease to exist) will receive one share of Regency Series A preferred stock for each share of UB Sub I Series H preferred stock that they own immediately prior to the effective time of the second merger (which we refer to as the “second merger effective time”), and holders of each share of UB Sub I Series K preferred stock (other than UB Sub I Series K preferred stock owned directly by Urstadt Biddle, Regency or Merger Sub, which will be retired and shall cease to exist) will receive one share of Regency Series B preferred stock for each share of UB Sub I Series K preferred stock that they own immediately prior to the second merger effective time. The Regency Series A preferred stock and the Regency Series B preferred stock will have substantially similar terms to those of the UB Series H preferred stock and UB Series K preferred stock, respectively, and will be traded on the Nasdaq under the ticker symbols “REGCP” and “REGCO,” respectively.

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It is currently anticipated that, following the second merger effective time, Urstadt Biddle will be converted into a Maryland limited liability company in accordance with applicable law. Thereafter, it is anticipated that Regency will contribute all of the equity interests of Merger Sub to Regency Centers, L.P. (which we refer to as the “Regency Partnership”) in exchange for (i) a number of common units of the Regency Partnership equal to the number of shares of Regency common stock issued in the second merger; (ii) a number of preferred units having terms substantially equivalent to the Regency Series A preferred stock equal to the number of shares of Regency Series A preferred stock issued in the second merger; (iii) a number of preferred units having terms substantially equivalent to the Regency Series B preferred stock equal to the number of shares of Regency Series B preferred stock issued in the second merger; and (iv) such other rights and obligations to be mutually agreed by and between Regency and the Regency Partnership.

For more information, see the section entitled “Risk Factors — Risks Relating to the Mergers — The exchange ratio is fixed and will not be adjusted in the event of any change in the stock prices of either Regency or Urstadt Biddle” beginning on page 24 of this proxy statement/prospectus. In addition, the exchange ratio may be adjusted in certain circumstances where a REIT Dividend (as defined in the section entitled “The Mergers —  Dividends” beginning on page 79 of this proxy/prospectus) is declared by either Regency or Urstadt Biddle prior to the first merger effective time. For more information, see the section entitled “The Mergers  —  Dividends” beginning on page 79 of this proxy/prospectus.

This proxy statement/prospectus contains important information about the mergers and the other proposals being voted on at the special meeting, and you should read it carefully. It is a proxy statement because the Urstadt Biddle board of directors is soliciting proxies from holders of shares of UB common stock and UB Class A common stock. It is a prospectus because Regency will issue shares of Regency common stock, Regency Series A preferred stock and Regency Series B preferred stock in connection with the mergers, which issuances are each being registered under the Securities Act. If you are a holder of record of UB common stock or UB Class A common stock, the enclosed voting materials allow you to vote your shares without attending the special meeting. If you hold your shares through a bank, broker or other nominee in “street name,” you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares.

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If you are a holder of record of UB common stock or UB Class A common stock, proxies submitted over the internet or by telephone as described above must be received by 11:59 p.m., Eastern Time, on August 15, 2023, and proxies submitted by mail must be received by 11:59 p.m., Eastern Time, on August 15, 2023. To reduce administrative costs and help the environment by conserving natural resources, Urstadt Biddle asks that you vote by proxy in advance of the special meeting through the internet or by telephone.

If you hold your shares of UB common stock or UB Class A common stock through a bank, broker or other nominee in “street name” instead of as a stockholder of record, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares, as further described herein.

For more information, see the section entitled “The Special Meeting  —  Voting by Proxy or in Person” beginning on page 137.

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The approval of the Merger Proposal is a condition to closing under the merger agreement. The approval of the Compensation Proposal and the Adjournment Proposal are not conditions to the completion of the mergers.

Proposal 2: Compensation Proposal. The Compensation Proposal requires the affirmative vote of holders of a majority of all votes cast on the matter at the special meeting by the holders of UB common stock and UB Class A common stock, voting together as a single class, entitled to vote on the matter at the special meeting, assuming a quorum is present.

Proposal 3: Adjournment Proposal. The Adjournment Proposal requires the affirmative vote of holders of a majority of all votes cast on the matter at the special meeting by the holders of UB common stock and UB Class A common stock, voting together as a single class, entitled to vote on the matter at the special meeting, assuming a quorum is present.

The approval of the Merger Proposal is a condition to closing under the merger agreement, as Urstadt Biddle stockholders must approve the mergers in order for the mergers to occur. If Urstadt Biddle stockholders fail to approve the Merger Proposal, the mergers will not occur. The approval of the Compensation Proposal and the Adjournment Proposal are not conditions to the completion of the mergers. The vote on each proposal is a vote separate and apart from the other proposals. Accordingly, you may vote in favor of one or more of the proposals and vote not to approve the other proposal(s).

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Concurrently with the execution of the merger agreement, the Urstadt Biddle Family Stockholders entered into the voting agreement to vote the UB common stock and UB Class A common stock owned by them, representing approximately 68% of the voting power of UB common stock and UB Class A common stock as of the record date, in favor of the Merger Proposal, subject to the terms and conditions of the voting agreement. Because the approval of the Merger Proposal requires the affirmative vote of the holders of UB common stock and UB Class A common stock, voting together as a single class, representing a majority of all votes entitled to be cast on the matter at the special meeting, the approval of the Urstadt Biddle Family Stockholders at the special meeting will be sufficient to approve the Merger Proposal, even if no other holders of UB common stock or UB Class A common stock vote in favor of the Merger Proposal.

Broker non-votes are votes that are not cast (and are not permitted to be cast) on a non-routine matter because the broker has not received voting instructions from the beneficial owner. On routine matters, brokers have discretionary authority to cast a vote in the absence of voting instructions from the beneficial owner. However, because all of the proposals in this proxy statement/prospectus are considered non-routine matters under NYSE rules, shares held in “street name” will not be counted as present for the purpose of determining the existence of a quorum unless the holder of UB common stock or UB Class A common stock provides their bank, broker or other nominee with voting instructions for at least one of the proposals before the special meeting. Further, in accordance with rules of the NYSE, brokers, banks and other nominees who hold UB common stock or UB Class A common stock in “street name” for their customers do not have discretionary authority to vote the shares with respect to the Merger Proposal, the Compensation Proposal or the Adjournment Proposal. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to the

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Merger Proposal, the Compensation Proposal or the Adjournment Proposal, as applicable. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote.

If you are a stockholder of record, you may revoke your proxy by any of the following actions:

Only your last submitted proxy will be considered.

If your shares are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the special meeting via the special meeting website.

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The U.S. federal income tax consequences of the mergers to non-U.S. holders of UB common stock, UB Class A common stock or UB preferred stock are expected to be similar to the U.S. federal income tax consequences to U.S. holders, except that any gain required to be recognized (including cash in lieu of fractional shares of Regency common stock) will be subject to U.S. federal income tax only in limited circumstances.

The particular consequences of the mergers to each Urstadt Biddle stockholder and each holder of UB preferred stock will depend on such holder’s particular facts and circumstances. Urstadt Biddle stockholders and holders of UB preferred stock are urged to consult their tax advisors to understand fully the consequences to them of the mergers in their specific circumstances. For more information, see the section entitled “Material U.S. Federal Income Tax Consequences of the Mergers” beginning on page 106 of this proxy statement/prospectus.

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Upon surrender of their certificates, if applicable, representing UB Sub I common shares for cancellation along with the executed letter of transmittal, and other required documents described in the instructions, holders of record of UB Sub I common shares will be entitled to receive in exchange, in respect of each UB Sub I common share they hold, the merger consideration and, if applicable, cash in lieu of fractional shares of Regency common stock.

Holders of book-entry UB Sub I common shares are not required to deliver an executed letter of transmittal in order to receive the merger consideration (and, if applicable, cash in lieu of fractional shares of Regency common stock). Subject to receipt of any documentation as may be required by the exchange agent, Regency will cause the exchange agent to pay and deliver as soon as reasonably practicable after the second merger effective time (and, in any event no later than three business days thereafter) the merger consideration and, if applicable, cash in lieu of fractional shares of Regency common stock.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE FOLLOW THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET AS PROMPTLY AS POSSIBLE, OR PROMPTLY COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE PRE-ADDRESSED POSTAGE-PAID ENVELOPE. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER NOMINEE, PLEASE FOLLOW THE VOTING INSTRUCTIONS PROVIDED BY SUCH BANK, BROKER OR OTHER NOMINEE.

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Similarly, in order to receive Regency Series A preferred stock or Regency Series B preferred stock in the mergers, you must hold UB Series H preferred stock or UB Series K preferred stock, respectively, immediately prior to the first merger effective time. If you transfer your UB Series H preferred stock or UB Series K preferred stock before such time, you will have transferred your right to receive the Regency preferred stock in respect of such shares if the mergers are completed.

The record date, which determines the Urstadt Biddle stockholders entitled to vote at the special meeting, is earlier than the first merger effective time. If you are a holder of UB common stock or UB Class A common stock on the record date and you transfer your UB common stock or UB Class A common stock after the record date but prior to the closing of the mergers, you will retain any rights you hold to vote at the special meeting but will not have the right to receive the merger consideration.

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However, if, prior to the first merger effective time, you exercise your repurchase right in respect of your non-managing member interests in accordance with the terms of the applicable DownREIT operating agreement, Urstadt Biddle elects to satisfy such repurchase obligation in shares of UB Class A common stock and you continue to hold such UB Class A common stock as of immediately prior to the first merger effective time, you will be entitled to receive the merger consideration. In addition, non-managing members of certain of the DownREITs may be entitled to elect to receive shares of Regency common stock directly on account of their non-managing member interests in connection with the mergers as if their non-managing member interests had been repurchased in exchange for shares of UB Class A common stock immediately prior to the first merger effective time in accordance with the applicable DownREIT operating agreement. Urstadt Biddle will provide the non-managing members of the DownREITs with notices and, if applicable, election documents, prior to the first merger effective time containing more information regarding the non-managing members’ respective rights under the applicable DownREIT operating agreement in connection with the mergers.

As of July 6, 2023, the latest practicable date before the date of this proxy statement/prospectus, 2,900,000 was the approximate maximum number of shares of UB Class A common stock into which the non-managing member interests in the DownREITs were convertible if all of the non-managing members elected to require Urstadt Biddle to repurchase all of their non-managing member interests in all of the DownREITs and Urstadt Biddle elected to satisfy all such repurchase obligations in shares of UB Class A common stock to the extent permitted under the applicable DownREIT operating agreement.

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RISK FACTORS

In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements,” Urstadt Biddle stockholders should read and consider the following risks before deciding how to vote. In addition, Urstadt Biddle stockholders should read and consider the risks associated with each of the businesses of Regency and Urstadt Biddle because these risks will also affect Regency, as the combined company, following completion of the transactions. These risks can be found in the Annual Report on Form 10-K for the year ended December 31, 2022, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, of Regency and in the Annual Report on Form 10-K for the year ended October 31, 2022, and Quarterly Reports on Form 10-Q for the quarters ended January 31, 2023 and April 30, 2023, of Urstadt Biddle, each of which is filed with the SEC and incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 169 of this proxy statement/prospectus.

Risks Relating to the Mergers

The pending mergers may not be completed on the currently contemplated timeline or terms, or at all, which could result in a requirement that Urstadt Biddle pay certain termination fees.

The completion of the mergers is subject to various conditions, including, among others, customary conditions relating to: (1) the approval of the mergers and the other transactions contemplated by the merger agreement by the affirmative vote of the holders of UB common stock and UB Class A common stock, voting together as a single class, representing a majority of all votes entitled to be cast on the matter at the special meeting; (2) the effectiveness of a registration statement on Form S-4 to register the issuance of Regency common stock, Regency Series A preferred stock and Regency Series B preferred stock in connection with the mergers; (3) the absence of any law or order prohibiting completion of the mergers; (4) the shares of Regency common stock, Regency Series A preferred stock and Regency Series B preferred stock to be issued in the second merger having been approved for listing on the Nasdaq; (5) each of the articles of amendment classifying the Regency Series A preferred stock and Regency Series B preferred stock having been filed with and accepted for record by the Florida Department of State; (6) the absence of any material adverse effect with respect to Urstadt Biddle or Regency; (7) the receipt of tax opinions relating to the status as a real estate investment trust of each of Regency and Urstadt Biddle (and UB Sub I, from and after the first merger) and the tax-free nature of the mergers; (8) the accuracy of all representations and warranties (subject to certain materiality exceptions) made by the parties to the merger agreement; and (9) performance of, in all material respects, each party’s agreements and covenants under the merger agreement.

Neither Regency nor Urstadt Biddle can provide assurance that the conditions to completing the mergers will be satisfied or waived, and accordingly, that the mergers will be completed on the terms or timeline that the parties anticipate or at all. If any condition to the mergers is not satisfied, it could delay or prevent the mergers from occurring, which could negatively impact the price of the UB common stock, UB Class A common stock or Regency common stock and Regency’s or Urstadt Biddle’s business, financial condition, results of operations and growth prospects. In addition, either Regency or Urstadt Biddle may terminate the merger agreement under specified circumstances, including, among other reasons, if the mergers are not completed on or before February 17, 2024 (which we refer to as the “outside date”).

In addition to the above risks, if the merger agreement is terminated and Urstadt Biddle seeks an alternative transaction, Urstadt Biddle stockholders cannot be certain that Urstadt Biddle will be able to find a party willing to engage in a transaction on more attractive terms than the mergers. In addition, if the merger agreement is terminated under certain circumstances specified therein, Urstadt Biddle may be required to pay Regency a termination fee of $31.6 million. For more information, see the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 101 of this proxy statement/prospectus.

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Failure to complete the pending mergers could have an adverse effect on Regency or Urstadt Biddle.

Either Regency or Urstadt Biddle may terminate the merger agreement under specified circumstances. If the mergers are not completed, Regency’s or Urstadt Biddle’s business, financial condition, results of operations and growth prospects may be adversely affected and, without realizing any of the benefits of having completed the mergers, Regency and Urstadt Biddle will be subject to a number of risks, including the following:

Any of these risks could adversely affect Regency’s or Urstadt Biddle’s business, financial condition, results of operations and growth prospects. Similarly, delays in the completion of the mergers could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the mergers and could adversely affect Regency’s or Urstadt Biddle’s business, financial condition, results of operations and growth prospects after the mergers.

The exchange ratio is fixed and will not be adjusted in the event of any change in the stock prices of either Regency or Urstadt Biddle.

As a result of the mergers, a holder of one share of UB common stock as of immediately prior to the first merger effective time will receive 0.347 of a share of Regency common stock, a holder of one share of UB Class A common stock as of immediately prior to the first merger effective time will receive 0.347 of a share of Regency common stock, a holder of one share of UB Series H preferred stock will receive one share of Regency Series A preferred stock and a holder of one share of UB Series K preferred stock will receive one share of Regency Series B preferred stock. The exchange ratio is fixed and will not be adjusted to reflect stock price changes of Regency common stock, UB common stock, UB Class A common stock, UB Series H preferred stock or UB Series K preferred stock prior to the closing of the mergers, although the 0.347 exchange ratio will be adjusted in specified circumstances, including in the event that Urstadt Biddle declares a Permitted REIT Dividend or Regency declares a REIT Dividend in accordance with the terms of the merger agreement. For more information, see the section entitled “The Merger Agreement — Dividends” beginning on page 96 of this proxy statement/prospectus.

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Changes in the price of Regency common stock prior to the mergers will affect the market value of the merger consideration that holders of UB common stock and UB Class A common stock will receive on the closing of the mergers. Stock price changes may result from a variety of factors (many of which are beyond the control of Regency and Urstadt Biddle), including the following factors:

The price of Regency common stock at the closing of the mergers may vary from its price on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the special meeting. As a result, the market value of the merger consideration represented by the exchange ratio will also vary. For example, based on the range of closing prices of Regency common stock during the period from May 17, 2023, the last practicable trading day before public announcement of the Merger, through July 6, 2023, the last practicable trading day before the date of this proxy statement/prospectus, the exchange ratio of 0.347 represented a market value per share of UB common stock ranging from a low of $19.14 to a high of $21.65 and a market value per share of UB Class A common stock ranging from a low of $19.14 to a high of $21.65. Because the mergers will be completed after the date of the special meeting, at the time of the special meeting, you will not know the exact market value of the Regency common stock that holders of UB common stock and UB Class A common stock will receive upon completion of the mergers. If the price of Regency common stock declines between the date the merger agreement was signed or the date of the special meeting and the closing of the mergers, including for any of the reasons described above, holders of UB common stock and UB Class A common stock will receive shares of Regency common stock that have a market value upon completion of the mergers that is less than the market value of such shares calculated pursuant to the exchange ratio on the date the merger agreement was signed or on the date of the special meeting, respectively.

Therefore, since the number of shares of Regency common stock to be issued per share of UB common stock and UB Class A common stock is generally fixed, holders of UB common stock and UB Class A common stock cannot be sure of the market value of the merger consideration they will receive upon completion of the mergers.

Urstadt Biddle stockholders will have a reduced ownership and voting interest in Regency after the second merger effective time and will exercise less influence over management.

The mergers will result in Urstadt Biddle stockholders having an ownership stake in Regency that is significantly smaller than their current ownership stake in Urstadt Biddle. Upon completion of the mergers, based on the number of shares of Regency common stock and the number of shares of UB common stock and UB Class A common stock (including the number of UB restricted stock awards and excluding any shares of UB Class A common stock that may be issued in connection with the conversion or repurchase of equity interests in the DownREITs) outstanding as of July 6, 2023, the latest practicable date before the date of this proxy statement/prospectus, the former holders of UB common stock and UB Class A common stock are expected to

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own approximately 7.4% of the outstanding Regency common stock immediately after the closing of the mergers. The number of shares of Regency common stock that will be issued in the mergers will depend on, among other factors, the number of shares of UB common stock and UB Class A common stock (including the number of UB restricted stock awards) outstanding immediately prior to the first merger effective time. Consequently, Urstadt Biddle stockholders, as a general matter, will have less influence over the management and policies of Regency after the second merger effective time than they currently exercise over the management and policies of Urstadt Biddle.

The merger agreement contains provisions that could make it more difficult for a third party to acquire Urstadt Biddle or could result in any competing proposal being at a lower price than it might otherwise be.

Urstadt Biddle is subject to certain restrictions on its ability to solicit alternative acquisition proposals from third parties, to enter into an acquisition agreement with respect to an alternative acquisition proposal and to participate in discussions or negotiations with or provide non-public information to any person relating to an alternative acquisition proposal, subject to customary exceptions. In addition, Urstadt Biddle may be required to pay Regency a termination fee of $31.6 million under specified circumstances, including if (A) Regency terminates the merger agreement because the Urstadt Biddle board of directors changes its recommendation before the special meeting that the holders of UB common stock and UB Class A common stock vote to approve the mergers, (B) Urstadt Biddle terminates the merger agreement in order to enter into an acquisition agreement with respect to a superior acquisition proposal, as described in the merger agreement, or (C) Urstadt Biddle, within 12 months of a termination of the merger agreement (1) by Regency on account of a breach by Urstadt Biddle or (2) by Regency or Urstadt Biddle on account of a failure to obtain approval of the Merger Proposal, consummates an alternative acquisition proposal or enters into an acquisition agreement with respect to an acquisition proposal that is later consummated, and prior to the termination there was a public alternative acquisition proposal that was not withdrawn publicly.

Notwithstanding these “no-shop” restrictions, prior to obtaining the approval of the Merger Proposal at the special meeting, under specified circumstances, the Urstadt Biddle board of directors may change its recommendation of the transaction, and Urstadt Biddle may also terminate the merger agreement to enter into an acquisition agreement with respect to a superior acquisition proposal upon payment of the termination fee described above. For more information, see the section entitled “The Merger Agreement — No Solicitation; Change in Urstadt Biddle Board of Directors Recommendation” beginning on page 97 of this proxy statement/prospectus.

These provisions could make it more difficult for a third party that might have an interest in acquiring all or a significant part of Urstadt Biddle from considering or proposing such an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than that market value proposed to be received in the mergers, or might result in a potential competing acquirer proposing to pay a lower price than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable in specified circumstances under the merger agreement.

The pendency of the mergers could adversely affect Urstadt Biddle’s businesses and operations.

In connection with the pending mergers, some tenants, managers, vendors or other parties with commercial relationships with Urstadt Biddle may delay or defer decisions, which could adversely affect Urstadt Biddle’s business, financial condition, results of operations and growth prospects, regardless of whether the mergers are completed. Similarly, employees of Urstadt Biddle may experience uncertainty about their future roles with the combined company following the mergers, which may adversely affect the ability of Urstadt Biddle to attract and retain key personnel during the pendency of the mergers. In addition, due to covenants in the merger agreement, Urstadt Biddle may be unable (without Regency’s prior written consent), during the pendency of the mergers, to undertake significant transactions involving the acquisition and/or disposition of assets, make significant capital expenditures, enter into a new line of business or form or enter into any new funds or joint ventures or expand

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Urstadt Biddle’s liquor, self-storage, solar or other non-real estate businesses, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions are believed by Urstadt Biddle to be beneficial. Regency is subject to a more limited set of operating covenants that may limit or restrict its ability to act in certain circumstances. In addition, until the mergers close or the merger agreement is terminated, Urstadt Biddle’s liquidity requirements will primarily be funded by Urstadt Biddle’s cash flow from operations, its revolving credit agreement and certain other capital activities allowed under the merger agreement.

The directors and executive officers of Urstadt Biddle may have interests in seeing the mergers completed that may be different from, or in addition to, those of Urstadt Biddle stockholders generally.

The directors and executive officers of Urstadt Biddle may have interests in the mergers and the other transactions contemplated by the merger agreement that may be different from, or in addition to, those of Urstadt Biddle stockholders generally. The members of the Urstadt Biddle board of directors were aware of and considered these interests in reaching the determination to approve the mergers and the transactions contemplated by the merger agreement and recommend to holders of UB common stock and UB Class A common stock that they vote to approve the Merger Proposal. These interests include, among others, potential severance benefits, accelerated vesting of equity-based awards in connection with the mergers, potential consulting arrangements with Regency and rights to ongoing indemnification and insurance coverage. For more information, see the section entitled “The Mergers — Interests of Urstadt Biddle Directors and Executive Officers in the Merger” beginning on page 71 of this proxy statement/prospectus.

If the mergers are not consummated by the outside date, either Regency or Urstadt Biddle may terminate the merger agreement.

Either Regency or Urstadt Biddle may terminate the merger agreement if the mergers have not been consummated by the outside date. However, this termination right will not be available to a party if that party failed to comply with any provision under the merger agreement and that failure was the principal cause of the failure to consummate the mergers before such date. Any termination of the merger agreement may adversely affect Regency’s or Urstadt Biddle’s business, financial condition, results of operations and growth prospects. For more information, see the section entitled “The Merger Agreement — Termination of the Merger Agreement” beginning on page 101 of this proxy statement/prospectus.

If the first merger and second merger do not both qualify as a “reorganization,” there may be adverse tax consequences.

Each of the first merger and second merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. It is a condition to the completion of the mergers that Regency and Urstadt Biddle receive written opinions from their respective counsel to the effect that each of the first merger and the second merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The foregoing opinions, however, are limited to the factual representations provided by Regency and Urstadt Biddle to counsel and the assumptions set forth therein, and are not a guarantee that each of the first merger and the second merger, in fact, will qualify as a “reorganization.” Moreover, neither Regency nor Urstadt Biddle has requested or plans to request a ruling from the IRS that either of the first merger or the second merger qualifies as a “reorganization.” If either of the first merger or the second merger were to fail to qualify as a “reorganization,” then each U.S. holder (as defined in the discussion under the heading “The Mergers — Material U.S. Federal Income Tax Consequences of the Mergers”) of UB common stock, UB Class A common stock and UB preferred stock generally would recognize gain or loss, as applicable, equal to:

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An adverse outcome in any litigation or other legal proceedings relating to the merger agreement, or the transactions contemplated by the merger agreement, could have a material adverse impact on the businesses of Regency and Urstadt Biddle and their ability to consummate the mergers.

Transactions like the mergers are frequently the subject of litigation or other legal proceedings, including actions alleging that either party’s board of directors breached its respective duties to its stockholders or other equityholders by entering into a merger agreement, by failing to obtain a greater value in a transaction for its stockholders or any other claims (contractual or otherwise) arising out of a merger or the transactions related thereto. An adverse outcome in such matters, as well as the costs and efforts of a defense even if successful, could have a material adverse impact on Regency’s or Urstadt Biddle’s ability to complete the mergers or their respective businesses, financial conditions, results of operations and growth prospects, including through the possible diversion of either company’s resources or distraction of key personnel.

Urstadt Biddle stockholders will not have appraisal rights or dissenters’ rights in the mergers.

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. Urstadt Biddle is organized as a corporation under Maryland law.

Under Maryland law, dissenting stockholders may have, subject to satisfying certain procedures, the right to demand and receive payment of the fair value of their shares of stock in connection with certain transactions (often referred to as appraisal rights), including a proposed merger, share exchange or sale of substantially all of the assets of the corporation. Under Maryland law, however, dissenters’ rights generally are not available to holders of shares of stock, such as UB common stock and UB Class A common stock, that are listed on a national securities exchange such as the NYSE, nor are dissenters’ rights available for stock that is not entitled to vote on the transaction, such as UB Series H preferred stock and UB Series K preferred stock (which are also listed on the NYSE). Furthermore, the merger consideration is in the form of shares of Regency common stock, which is also listed on a national securities exchange.

Risks Relating to Regency After Completion of the Mergers

Regency may not realize the anticipated benefits and synergies from the pending mergers.

The mergers involve the combination of two companies which currently operate as independent public companies. While Regency and Urstadt Biddle will continue to operate independently until the completion of the mergers, the success of the mergers will depend, in part, on Regency’s ability to realize the anticipated benefits

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from successfully combining its and Urstadt Biddle’s businesses. Regency plans on devoting substantial management attention and resources to integrating its and Urstadt Biddle’s business practices and operations so that Regency can fully realize the anticipated benefits of the mergers. Nonetheless, the business and assets acquired may not be successful or continue to grow at the same rate as when operated independently or may require greater resources and investments than originally anticipated. The mergers could also result in the assumption of unknown or contingent liabilities. Potential difficulties Regency may encounter in the integration process include the following:

Any of these risks could adversely affect each company’s ability to maintain relationships with tenants, managers, vendors, employees and other commercial relationships. As a result, the anticipated benefits of the mergers may not be realized fully within the expected time frame or at all or may take longer to realize or cost more than expected, which could adversely affect Regency’s business, financial condition, results of operations and growth prospects. In addition, changes in laws and regulations could adversely impact Regency’s business, financial condition, results of operations and growth prospects.

Regency expects to incur substantial expenses related to the mergers.

Regency expects to incur substantial expenses in completing the mergers and integrating the business, operations, practices, policies and procedures of Urstadt Biddle. While Regency and Urstadt Biddle have assumed that a certain level of transaction and integration expenses would be incurred, there are a number of factors beyond their control that could affect the total amount or the timing of their integration expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately at the present time. The expenses in connection with the mergers are expected to be significant, although the aggregate amount and timing of such charges are uncertain at present.

Following the mergers, Regency’s operating partnership will have a substantial amount of indebtedness and may need to incur more in the future.

Except for $200 million of unsecured private placement debt, Regency does not directly have any indebtedness for borrowed money. Instead, it guarantees the indebtedness of the Regency Partnership. As of

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March 31, 2023, the Regency Partnership had approximately $3.7 billion of outstanding indebtedness. This amount excludes the outstanding indebtedness of Urstadt Biddle which, as of April 30, 2023, was approximately $340 million, which may be repaid or remain outstanding (or a combination thereof) in connection with the mergers. The instruments governing Regency’s existing indebtedness permit Regency to incur substantial additional debt, including secured debt, and Regency may satisfy its capital and liquidity needs through additional borrowings. A high level of indebtedness would require Regency to dedicate a substantial portion of its cash flow from operations to the payment of debt service, thereby reducing the funds available to implement its business strategy and make distributions to Regency stockholders. A high level of indebtedness on an absolute basis or as a ratio to its cash flow could also have the following consequences:

In addition, from time to time, Regency mortgages certain of its properties to secure payment of indebtedness. In addition, as of April 30, 2023, Urstadt Biddle had total mortgage debt of $298.7 million. Regency expects to assume Urstadt Biddle mortgage debt in connection with closing of the mergers. If Regency is unable to meet its mortgage payments, then the encumbered properties could be foreclosed upon or transferred to the mortgagee with a resulting loss of income and asset value.

Counterparties to certain agreements with Urstadt Biddle may exercise contractual rights under such agreements in connection with the mergers.

Urstadt Biddle is party to certain agreements that give the counterparty certain rights following a “change in control,” including in some cases the right to terminate such agreements, or which provide the counterparty with termination or other rights even in the absence of a change in control. Any such counterparty may request modifications of its respective agreements as a condition to granting a waiver or consent under its agreement. There is no assurance that such counterparties will not exercise their rights under such agreements, including termination rights where available, that the exercise of any such rights will not result in a material adverse effect or that any modifications of such agreements will not result in a material adverse effect.

Regency expects to assume ownership of Urstadt Biddle’s consolidated joint ventures, which may impose an obligation on Regency to distribute additional Regency common stock to the non-managing members of those joint ventures, diluting current stockholders of Regency.

Urstadt Biddle has four DownREITs; the non-managing members of each of these DownREITs are entitled to receive annual or quarterly cash distributions payable from available cash of the joint venture, with Urstadt Biddle being required to provide such funds if the joint venture is unable to do so. Non-managing members of these DownREITs also have the right to require Urstadt Biddle to repurchase all or a portion of their non-managing member interests for cash or shares of UB Class A common stock, at Urstadt Biddle’s election, at prices and on terms set forth in the applicable DownREIT operating agreements. The right of these non-managing members to put their equity interests to Urstadt Biddle could require Urstadt Biddle to expend cash or issue UB Class A common stock at a time or under circumstances that are not desirable to it.

Upon consummation of the mergers, Regency expects to assume these DownREITs and, as a result, the associated risks described above, including an obligation, if certain rights are exercised, for Regency to repurchase all or a portion of the non-managing member interests for cash or shares of Regency common stock, potentially diluting current stockholders of Regency.

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Risks Relating to the Status of Regency, Urstadt Biddle and UB Sub I as REITs

The combined company may incur adverse tax consequences if Regency or Urstadt Biddle (or UB Sub I, after the first merger) has failed or fails to qualify as a REIT for U.S. federal income tax purposes.

Each of Regency and Urstadt Biddle has operated in a manner that it believes has allowed it to qualify as a REIT for U.S. federal income tax purposes under the Code and intends to continue to do so through the closing date or the moment in time immediately prior to the first merger effective time, respectively. Urstadt Biddle intends that from the first merger effective time through the moment in time immediately prior to the second merger effective time, UB Sub I will qualify as a REIT under the Code. Additionally, Regency and Urstadt Biddle intend that the combined company will continue to operate in such a manner after the second merger. It is a condition to the obligation of Regency to complete the mergers that (i) Regency receive an opinion from Urstadt Biddle’s REIT counsel to the effect that, for all taxable periods commencing with its taxable year ended October 31, 2019 and ending at the moment in time immediately before the second merger effective time, Urstadt Biddle and, from and after the first merger effective time, UB Sub I have each been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and (ii) Urstadt Biddle receive an opinion from Regency’s REIT counsel to the effect that, for all taxable periods commencing with its taxable year ended December 31, 2019 and through the closing date, Regency has been organized and operated in conformity with the requirements for qualification and taxation as a REIT under the Code. The opinions will be subject to customary exceptions, assumptions and qualifications and will be based on customary representations made by Urstadt Biddle and Regency, respectively. If any such representations are or become inaccurate or incomplete, such opinion may be invalid and the conclusions reached therein could be jeopardized. In addition, the opinions will not be binding on the IRS or any court, and there can be no assurance that the IRS will not take a contrary position or that such position would not be sustained. Moreover, neither Regency nor Urstadt Biddle has requested or plans to request a ruling from the IRS that it (or UB Sub I, after the first merger) qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable U.S. Treasury regulations is greater in the case of a REIT, like Regency, that holds assets through a partnership. The determination of various factual matters and circumstances not entirely within Regency’s and Urstadt Biddle’s control may affect their ability to qualify as REITs.

If any of Regency, Urstadt Biddle, UB Sub I (after the first merger) or the combined company (after the second merger) has failed or fails to qualify as a REIT for U.S. federal income tax purposes, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders, because:

As a result of all these factors, the failure of any of Regency, Urstadt Biddle, UB Sub I (after the first merger), or the combined company (after the second merger) to qualify as a REIT could impair the combined company’s ability to expand its business and raise capital, and would materially adversely affect the value of its capital stock.

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Risks Relating to an Investment in Regency Common Stock Following the Mergers

The market price of Regency common stock may decline as a result of the mergers.

The market price of Regency common stock may decline as a result of the mergers if, among other things, Regency does not achieve the perceived benefits of the mergers or the effect of the mergers on Regency’s results of operations or financial conditions is not consistent with the expectations of financial or industry analysts.

In addition, upon consummation of the mergers, Regency stockholders and Urstadt Biddle stockholders will own interests in Regency, which will operate an expanded business. Current stockholders of Regency and Urstadt Biddle may not wish to continue to invest in Regency, or may wish to dispose of some or all of their shares of Regency common stock. If, following the second merger effective time or while the mergers are still pending, large amounts of Regency common stock are sold, the price of Regency common stock could decline, perhaps substantially.

Following the mergers, holders of UB common stock or UB Class A common stock who receive shares of Regency common stock will have different rights that may be less favorable than their current rights as Urstadt Biddle stockholders.

After the second merger effective time, holders of UB common stock or UB Class A common stock who receive shares of Regency common stock in connection with the mergers will have different rights, which may be less favorable than their current rights as Urstadt Biddle stockholders. For more information, see the section entitled “Comparison of Rights of Regency Stockholders and Urstadt Biddle Stockholders” beginning on page 154 of this proxy statement/prospectus.

Following the mergers, Regency may not continue to pay dividends at or above the rate currently paid by Regency or Urstadt Biddle.

Following the mergers, the stockholders of Regency may not receive dividends at the same rate that they did as stockholders of Regency or Urstadt Biddle prior to the mergers for various reasons, including those discussed elsewhere in this section entitled “Risk Factors” and the following:

Stockholders of Regency will have no contractual or other legal right to dividends that have not been declared by the Regency board of directors.

Following the mergers, the newly issued shares of Regency Series A preferred stock and Regency Series B Preferred Stock will have dividend and liquidation rights that are senior to Regency common stock.

Following the mergers, holders of Regency Series A preferred stock and Regency Series B preferred stock will have certain rights that holders of Regency common stock do not have. These include rights to dividends in

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priority to dividends on Regency common stock (including cumulative dividends) and a right to receive, upon a liquidation of Regency, a preference amount out of the assets available for distribution to stockholders before any distribution can be made to holders of Regency common stock. In the event of a bankruptcy, holders of shares of Regency Series A preferred stock and Regency Series B preferred stock outstanding at that time would have a claim that is senior to any claim the holders of Regency common stock would have.

Other Risks

The market price and trading volume of the Regency common stock may be volatile.

Investors in shares of Regency common stock may experience a decrease, which could be substantial, in the value of their shares, including decreases unrelated to Regency’s operating performance or prospects. In addition, United States stock markets, including the Nasdaq, on which Regency common stock is listed under the trading symbol “REG,” have experienced significant price volatility and may continue to experience similar volatility. Regency and Urstadt Biddle cannot assure you that the market price of Regency common stock will not fluctuate or decline significantly in the future. In addition to the risks listed in this section entitled “Risk Factors” and the section entitled “Risk Factors” in Regency’s most recently filed reports on Forms 10-K and 10-Q, a number of factors could negatively affect Regency’s share price or result in fluctuations in the price or trading volume of Regency common stock, including:

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In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert Regency’s management’s attention and resources, which could have a material adverse effect on Regency’s business, financial condition, results of operations and growth prospects.

Regency and Urstadt Biddle face other risks.

The risks listed above are not exhaustive, and you should be aware that, following the mergers, Regency will face various other risks, including those discussed in reports filed by Regency and Urstadt Biddle with the SEC from time to time, such as those discussed under the heading “Risk Factors” in their respective most recently filed reports on Forms 10-K and 10-Q. For more information, see the section entitled “Where You Can Find More Information” beginning on page 169 of this proxy statement/prospectus.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents incorporated by reference into this proxy statement/prospectus contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding Urstadt Biddle and Regency, including, but not limited to, statements related to the mergers and the anticipated timing, results and benefits thereof; statements regarding the expectations and beliefs of the Urstadt Biddle board of directors, Urstadt Biddle management, the Regency board of directors or Regency management and other statements that are not historical facts. You can generally identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “could,” “can,” “should,” “plan,” “seek,” “would,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “project,” “anticipate,” “continue,” “guidance,” or the negative thereof or other variations thereon or comparable terminology. These forward-looking statements are based on each of Urstadt Biddle’s and Regency’s current plans, objectives, estimates, expectations and intentions and inherently involve significant risks and uncertainties, many of which are beyond Urstadt Biddle’s or Regency’s control. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks and uncertainties associated with Urstadt Biddle’s and Regency’s ability to complete the mergers on the proposed terms or on the anticipated timeline, or at all, as those set forth in the section entitled “Risk Factors” beginning on page 23 of this proxy statement/prospectus, as well as the following:

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Moreover, other risks and uncertainties of which Urstadt Biddle or Regency are not currently aware may affect each company’s forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Readers of this proxy statement/prospectus are cautioned that forward-looking statements are not guarantees of future performance. The forward-looking statements made in this proxy statement/prospectus are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by Urstadt Biddle or Regency on their respective websites or otherwise. Except as otherwise required by law, neither Urstadt Biddle nor Regency undertakes any obligation, and each expressly disclaims any obligation, to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

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INFORMATION ABOUT THE COMPANIES

Regency Centers Corporation

Regency, a Florida corporation, is a fully integrated real estate company and self-administered and self-managed real estate investment trust that began its operations as a publicly-traded REIT in 1993. Regency Partnership is the entity through which Regency conducts substantially all of its operations and owns substantially all of its assets. Regency’s business consists of acquiring, developing, owning, and operating income-producing retail real estate principally located in top markets within the United States. Regency generates revenues by leasing space to necessity, service, convenience, and value-based retailers serving the essential needs of Regency’s communities. Regency has been an S&P 500 Index member since 2017.

As of March 31, 2023, Regency had full or partial ownership interests in 404 properties, primarily anchored by market leading grocery stores, encompassing 51.1 million square feet of gross leasable area. Regency’s pro-rata share of this gross leasable area is 43.3 million square feet, including its share of properties owned through unconsolidated investment partnerships.

Regency is a preeminent national owner, operator, and developer of shopping centers located in suburban trade areas with compelling demographics. Regency’s mission is to create thriving environments for retailers and service providers to connect with surrounding neighborhoods and communities. Regency’s vision is to elevate quality of life as an integral thread in the fabric of Regency’s communities. Regency’s portfolio includes thriving properties merchandised with highly productive grocers, restaurants, service providers, and best-in-class retailers that connect with their neighborhoods, communities, and customers.

The principal executive offices of Regency are located at One Independent Drive, Suite 114, Jacksonville, Florida 32202, and its telephone number is (904) 598-7000.

Regency common stock is listed on the Nasdaq, trading under the symbol “REG.”

Additional information about Regency and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus. For more information, see the section entitled “Where You Can Find More Information” beginning on page 169 of this proxy statement/prospectus.

Hercules Merger Sub, LLC

Merger Sub, a Maryland limited liability company, is a direct wholly owned subsidiary of Regency. Merger Sub was formed on May 16, 2023, for the purpose of entering into the merger agreement and effecting the mergers. Merger Sub has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of the merger agreement, the performance of its obligations thereunder and matters ancillary thereto.

The principal executive offices of Merger Sub are located at One Independent Drive, Suite 114, Jacksonville, Florida 32202, and its telephone number is (904) 598-7000.

Urstadt Biddle Properties Inc.

Urstadt Biddle Properties Inc., a Maryland corporation that has elected to be treated as a real estate investment trust for federal income tax purposes, is a self-administered equity REIT which owns or has equity interests in 77 properties containing approximately 5.3 million square feet of space.

The principal executive offices of Urstadt Biddle are located at 321 Railroad Avenue, Greenwich, CT 06830, and its telephone number is (203) 863-8200.

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UB common stock, UB Class A common stock, UB Series K preferred stock and UB Series H preferred stock are each traded on the NYSE under the ticker symbols “UBP,” “UBA,” UBPPRK” and “UBPPRH”, respectively.

Additional information about Urstadt Biddle and its subsidiaries is included in documents incorporated by reference into this proxy statement/prospectus and “Where You Can Find More Information” beginning on page  169 of this proxy statement/prospectus.

UB Maryland I, Inc.

UB Sub I, a Maryland corporation, is a direct wholly owned subsidiary of Urstadt Biddle. UB Sub I was formed in Maryland on May 16, 2023 for the sole purpose of facilitating Regency’s acquisition of Urstadt Biddle. UB Sub I has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of the merger agreement, the performance of its obligations thereunder and matters ancillary thereto.

The principal executive offices of UB Sub I are located at 321 Railroad Avenue, Greenwich, CT 06830, and its telephone number is (203) 863-8200.

UB Maryland II, Inc.

UB Sub II, a Maryland corporation, is a direct wholly owned subsidiary of UB Sub I. UB Sub II was formed in Maryland on May 16, 2023 for the sole purpose of facilitating Regency’s acquisition of Urstadt Biddle. UB Sub II has not carried on any business, conducted any operations or incurred any liabilities or obligations other than the execution of the merger agreement, the performance of its obligations thereunder and matters ancillary thereto.

The principal executive offices of UB Sub II are located at 321 Railroad Avenue, Greenwich, CT 06830, and its telephone number is (203) 863-8200.

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THE MERGERS

Background of the Mergers

The terms of the mergers are the result of arm’s-length negotiations between Urstadt Biddle and Regency. The following is a summary of the events leading up to the agreement to merge and the key meetings, negotiations, discussions and actions between Urstadt Biddle and Regency and their respective advisors that preceded the public announcement of the mergers.

The Urstadt Biddle board of directors periodically and in the ordinary course of business reviews, with Urstadt Biddle’s executive management team, its long-term strategies and objectives as real estate markets, capital market conditions, and the business environment and capabilities change. As part of such review, the Urstadt Biddle board of directors has, from time to time, evaluated and considered various potential strategic alternatives with the goal of maximizing value for its stockholders, including potential acquisitions, dispositions, strategic business combination transactions and joint venture investments.

In addition, members of Urstadt Biddle’s executive management team from time to time have met or otherwise communicated informally and independently with representatives of other REITs and real estate companies as well as investors regarding industry trends and the performance, business, strategic direction and prospects of their respective companies, including on occasion discussing the possible benefits and considerations arising from potential business combinations or other strategic transactions. Urstadt Biddle is generally familiar with the businesses and operations of its peer companies, including the efforts some of these companies have undertaken over the years to reposition their portfolios, and from time to time, representatives of Urstadt Biddle and other REITs and real estate companies, including Regency, have had informal communications with each other, including at industry events and elsewhere, but no specific terms of a potential transaction between the parties were discussed during these informal communications.

On December 6, 2021, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of Deutsche Bank Securities Inc. (which we refer to as “Deutsche Bank”) participating. Deutsche Bank has regularly provided financial advisory services to Urstadt Biddle in connection with capital markets transactions and, from time to time, has provided the Urstadt Biddle board of directors with educational or informational observations related to capital markets and strategic transactions, market and industry conditions and Urstadt Biddle and its peers. At the meeting, Willing Biddle, President and Chief Executive Officer of Urstadt Biddle, discussed with the Urstadt Biddle board of directors developments in the real estate industry during the past few years that have impacted Urstadt Biddle. Representatives of Deutsche Bank then discussed with the Urstadt Biddle board of directors its observations regarding the neighborhood and community shopping center industry, Urstadt Biddle’s stock performance over the past five years and Urstadt Biddle’s current implied trading capitalization rate, discount to NAV and FFO multiple. Representatives of Deutsche Bank also discussed with the Urstadt Biddle board of directors potential strategic alternatives available to Urstadt Biddle and the potential benefits and considerations of such alternatives, including as compared to Urstadt Biddle maintaining the status quo and continuing to operate on its strategic plan. Representatives of Deutsche Bank then left the meeting and, upon Mr. Biddle’s recommendation and following discussion, the Urstadt Biddle board of directors authorized Deutsche Bank to further review potential strategic alternatives, but recommended that the Urstadt Biddle executive management team also consider speaking with other potential financial advisors with expertise in advising on strategic transactions who could assist with a potential transaction.

On December 9, 2021, Urstadt Biddle engaged Hogan Lovells US LLP (which we refer to as “Hogan Lovells”) to provide legal counsel to the Urstadt Biddle board of directors and Urstadt Biddle in connection with its consideration of strategic alternatives.

On December 20, 2021, members of Urstadt Biddle’s executive management team, representatives of Deutsche Bank and representatives of Hogan Lovells discussed the process and timeline for initiating a potential strategic transaction.

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On January 12, 2022, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of Eastdil Secured and Hogan Lovells participating. Mr. Biddle noted that the meeting was in response to the Urstadt Biddle board of directors’ prior recommendation to speak with other potential financial advisors who may be qualified to provide Urstadt Biddle with financial advice regarding potential strategic transactions. At the meeting, representatives of Eastdil Secured discussed with the Urstadt Biddle board of directors Eastdil Secured’s expertise, capabilities and ability to provide advice in connection with a potential strategic transaction. Representatives of Eastdil Secured also discussed with the Urstadt Biddle board of directors Eastdil Secured’s observations regarding Urstadt Biddle’s current implied trading capitalization rate, discount to NAV and FFO multiple, as well as preliminary financial analyses relating to Urstadt Biddle. Representatives of Eastdil Secured then discussed with the Urstadt Biddle board of directors various strategic alternatives that Urstadt Biddle could consider, including both standalone and strategic transaction options, as well as potential benefits and considerations for such alternatives. Representatives of Eastdil Secured then left the meeting and the Urstadt Biddle board of directors discussed the potential engagement of each of Eastdil Secured and Deutsche Bank (which we refer to, collectively, as the “Financial Advisors”). After such discussion, the Urstadt Biddle board of directors concluded that it would be in the best interests of Urstadt Biddle and its stockholders to engage both Financial Advisors given their respective strengths and authorized Mr. Biddle to finalize discussions with Eastdil Secured and Deutsche Bank regarding their potential engagement.

On January 14, 2022, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team participating. At the meeting, Mr. Biddle provided an update on his discussions with Eastdil Secured and Deutsche Bank regarding the potential engagement of each of them, and recommended that Urstadt Biddle engage Eastdil Secured as lead financial advisor and Deutsche Bank as an additional financial advisor in connection with a potential strategic transaction. The Urstadt Biddle board of directors discussed these recommendations and agreed that Eastdil Secured should be further considered for the role of lead financial advisor.

On January 20, 2022, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of Hogan Lovells participating. At the meeting, Mr. Biddle updated the Urstadt Biddle board of directors regarding his recent discussions with both Eastdil Secured and Deutsche Bank. After discussion, the Urstadt Biddle board of directors approved Eastdil Secured’s engagement as lead financial advisor and Deutsche Bank’s engagement as an additional financial advisor, in each case in connection with a potential strategic transaction.

Over the next three months, Urstadt Biddle’s executive management team worked with the Financial Advisors to prepare for a possible strategic transaction, which work included populating an electronic data room with due diligence materials and preparing information regarding leasing activities and rent rolls.

On May 3, 2022, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, representatives of Eastdil Secured discussed with the Urstadt Biddle board of directors an overview of current capital markets conditions, as well as the recent performance of the neighborhood and community shopping center industry and select REIT peers of Urstadt Biddle. Representatives of Eastdil Secured also discussed with the Urstadt Biddle board of directors certain key considerations in evaluating potential strategic alternatives and a number of strategic alternatives Urstadt Biddle could consider, including a strategic merger or sale of Urstadt Biddle. Representatives of Eastdil Secured also reviewed with the Urstadt Biddle board of directors certain illustrative preliminary financial analyses of Urstadt Biddle. Representatives of Eastdil Secured then discussed with the Urstadt Biddle board of directors the benefits and considerations of a focused outreach to potential buyers or investors as compared to a broader outreach. Members of the Urstadt Biddle board of directors discussed that a benefit of a focused outreach was that it likely would be less disruptive to Urstadt Biddle’s business, would maintain confidentiality and reduce the likelihood of a leak and provided the flexibility to discontinue the process or expand the outreach, depending on how the process played out. Representatives of

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Eastdil Secured then discussed with the Urstadt Biddle board of directors a preliminary list of potential target buyers and investors and potential strategies for outreach to such target buyers and investors. Members of the Urstadt Biddle board of directors agreed to reconvene at a later time in May to confirm whether the Financial Advisors were authorized to reach out to an agreed upon list of potential buyers/investors. Representatives of the Financial Advisors then left the meeting, and representatives of Hogan Lovells reviewed with the Urstadt Biddle board of directors their duties as directors of a Maryland corporation in connection with consideration of strategic transactions.

On May 24, 2022, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, representatives of Eastdil Secured provided the Urstadt Biddle board of directors a market update and then reviewed with the Urstadt Biddle board of directors a list of multiple potential candidates for a potential strategic transaction with Urstadt Biddle, including Regency, Party A, Party B, Party C and Party D (each as defined herein). Members of the Urstadt Biddle board of directors discussed the merits of pursuing a strategic transaction at this time and the benefits of a focused outreach to the identified potential candidates. Following discussion, the Urstadt Biddle board of directors authorized Urstadt Biddle’s executive management team and the Financial Advisors to contact and provide select due diligence materials to the potential candidates discussed at the meeting, subject to each such candidate entering into a customary non-disclosure agreement with Urstadt Biddle, with the understanding that the Urstadt Biddle board of directors would reconvene in the event of a change in market conditions prior to such outreach.

Following that meeting, in light of continued volatile market conditions, including geopolitical and interest rate uncertainties, as well as concerns that a broader outreach would make it more challenging to maintain confidentiality regarding the process, Urstadt Biddle’s executive management team and representatives of the Financial Advisors discussed potentially narrowing the outreach to only one of the potential candidates discussed at the meeting.

On June 2, 2022, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, Mr. Biddle and representatives of Eastdil Secured discussed with the Urstadt Biddle board of directors changes in market conditions since the May 24, 2022 meeting of the Urstadt Biddle board of directors and a potential change in strategy to reach out to only one of the potential candidates discussed at the prior meeting. Representatives of Eastdil Secured then discussed with the Urstadt Biddle board of directors the proposed process of an initial approach solely to one publicly traded shopping center REIT (which we refer to as “Party A”), which Eastdil Secured believed would be successful given Party A’s profile, geographic focus, capitalization, valuation and other characteristics and which Mr. Biddle mentioned had previously expressed an interest in Urstadt Biddle from time to time. The Urstadt Biddle board of directors discussed the importance of maintaining confidentiality regarding any potential strategic transaction process, and that a leak could be particularly harmful to Urstadt Biddle in a volatile market environment. The Urstadt Biddle board of directors also discussed the fact that if Party A did not submit a compelling proposal, the Urstadt Biddle board of directors would have the option of approaching other potential candidates for a strategic transaction. Following discussion, the Urstadt Biddle board of directors authorized Urstadt Biddle’s executive management team and the Financial Advisors to contact and provide select due diligence materials solely to Party A, subject to Party A entering into a customary non-disclosure agreement with Urstadt Biddle.

On June 2, 2022, Mr. Biddle and the chief executive officer of Party A met to discuss Party A’s potential interest in pursuing a strategic transaction involving Urstadt Biddle, subject to entering into a non-disclosure agreement. Later on June 2, 2022, at the direction of the Urstadt Biddle board of directors, representatives of Eastdil Secured sent to representatives of Party A a draft non-disclosure agreement, which did not restrict Urstadt Biddle from engaging in discussions with other parties regarding a strategic transaction (which we refer to as an “exclusivity provision”). Following negotiations regarding, among other terms, the length of the standstill period, on June 7, 2022, Party A and Urstadt Biddle executed the non-disclosure agreement (which we refer to as the “Party A NDA”).

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On June 8, 2022, Party A was provided access to the electronic data room containing select due diligence materials.

Throughout June 2022, Party A conducted due diligence, including participating in in-person property tours with Mr. Biddle.

On July 1, 2022, Party A provided an initial indication of interest to acquire Urstadt Biddle through a merger. The initial indication of interest contemplated a mix of stock and cash consideration consisting of (i) an exchange ratio per share of UB common stock and per share of UB Class A common stock of 0.833 of a share of Party A’s common stock and (ii) $1.83 cash per share of UB common stock and per share of UB Class A common stock (which we refer to as the “Party A 2022 Proposal”).

On July 12, 2022, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, Mr. Biddle summarized the process to date of exploring potential strategic transactions, including Urstadt Biddle’s engagement with Party A leading to the Party A 2022 Proposal. Representatives of Eastdil Secured then reviewed the process timeline with the Urstadt Biddle board of directors and discussed with the Urstadt Biddle board of directors the Party A 2022 Proposal, noting that it was comprised of 90% stock consideration and 10% cash consideration, and implied a per share price of $18.34 and premium of 7.0% to UB common stock and 12.8% to UB Class A common stock based on the closing prices of UB common stock and UB Class A common stock, respectively, on July 8, 2022, relative stock prices of the companies pre- and post-COVID-19, net asset value estimates for both companies, general market conditions and changes in market conditions over previous months, benchmark interest rates, Party A’s company profile, and an illustrative pro forma analysis of the combined company. Representatives of Eastdil Secured then discussed with the Urstadt Biddle board of directors potential next steps, including continuing engagement with Party A, approaching other potential investors, or discontinuing the process for the time being and returning to business as usual until more favorable market conditions return. In response to questions from the Urstadt Biddle board of directors, representatives of Eastdil Secured provided an overview of debt markets and the likelihood of private investors engaging in a strategic transaction at this time, given market conditions. Following this discussion, representatives of the Financial Advisors left the meeting and the Urstadt Biddle board of directors, members of Urstadt Biddle’s executive management team and representatives of Hogan Lovells discussed the Party A 2022 Proposal and the strategic transaction process generally. Mr. Biddle expressed his view that the Party A 2022 Proposal did not adequately reflect Urstadt Biddle’s value and, given the backdrop of weak market conditions and likelihood that no other party was likely to make a more attractive offer at this time, recommended that Urstadt Biddle terminate its bilateral discussions with Party A, discontinue the strategic transaction process for the time being and return to business as usual, noting that Urstadt Biddle could choose to revisit the strategic transaction process in the event market conditions improved. The Urstadt Biddle board of directors discussed the benefits and considerations of the Party A 2022 Proposal and the strategic transaction process. Following these discussions, the Urstadt Biddle board of directors unanimously concluded that the Party A 2022 Proposal was inadequate for the reasons discussed at the meeting and authorized Urstadt Biddle’s executive management team and the Financial Advisors to formally decline the Party A 2022 Proposal, terminate bilateral discussions with Party A and discontinue the strategic transaction process for the time being.

On July 13, 2022, Urstadt Biddle sent Party A a letter indicating that the Urstadt Biddle board of directors determined that the Party A 2022 Proposal was insufficient and the potential transaction was not in the best interests of Urstadt Biddle and its stockholders at this time, and accordingly terminated discussions regarding a potential transaction. Also on July 13, 2022, Mr. Biddle called the chief executive officer of Party A to relay the same message, and both acknowledged that geopolitical and interest rate uncertainties had created a very difficult market for doing a transaction and that they would discontinue any discussions at this time.

On September 27, 2022, Martin E. Stein, Jr., the former chief executive officer of Regency and current executive chairman of Regency, contacted Mr. Biddle and suggested that Mr. Biddle get to know Lisa Palmer,

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the president and chief executive officer of Regency. Mr. Stein and Mr. Biddle also discussed the possibility of the two companies exploring potential opportunities together in the future.

On September 29, 2022, the chief executive officer of Party A contacted Mr. Biddle to set up a meeting the following month to discuss general market conditions in the retail sector.

On October 6, 2022, Ms. Palmer contacted Mr. Biddle. Ms. Palmer suggested that she and Mr. Biddle meet, and they agreed to meet on November 29, 2022.

On October 31, 2022, Mr. Biddle and the chief executive officer of Party A met. During this meeting, the chief executive officer of Party A expressed Party A’s continued interest in Urstadt Biddle, although no specific terms of any potential strategic transaction were discussed.

On November 29, 2022, Mr. Biddle and Ms. Palmer met. During the meeting, Ms. Palmer expressed that Regency may have an interest in some form of strategic transaction with Urstadt Biddle. Mr. Biddle stated that such a transaction might be of interest to Urstadt Biddle, but that he would need to consult with the Urstadt Biddle board of directors.

On January 19, 2023, Ms. Palmer contacted Mr. Biddle to see if he would be attending the JPMorgan CEO conference in New York on March 2, 2023, and they agreed to meet after the conference.

On January 26, 2023, Mr. Biddle contacted Ms. Palmer and inquired whether Regency was still interested in pursuing a potential strategic transaction with Urstadt Biddle. Ms. Palmer indicated she would consult with the Regency board of directors.

On January 30, 2023, Ms. Palmer contacted Mr. Biddle and indicated that Regency was conducting some preliminary due diligence on Urstadt Biddle based on publicly available information, but that Regency’s review of a potential strategic transaction with Urstadt Biddle had not yet been presented to the Regency board of directors. Mr. Biddle informed Ms. Palmer that there had been another party interested in a potential strategic transaction previously, but there were currently no active discussions with such other party at this time.

On February 1, 2023, Mr. Biddle contacted Ms. Palmer to inquire about the level of Regency’s interest in Urstadt Biddle. Although no specific pricing was discussed, Mr. Biddle indicated that Regency would need to understand that Urstadt Biddle was currently trading at a discount to net asset value and propose transaction consideration that recognized this disparity for any strategic transaction to be possible.

On February 9, 2023, Ms. Palmer contacted Mr. Biddle and informed him that the potential strategic transaction with Urstadt Biddle had been discussed with the Regency board of directors and that the Regency board of directors was supportive of Regency continuing to explore a potential strategic transaction with Urstadt Biddle. Mr. Biddle informed Ms. Palmer that Urstadt Biddle would be holding a special meeting of the Urstadt Biddle board of directors on February 23, 2023 to discuss Regency’s interest in a potential strategic transaction with Urstadt Biddle.

On February 23, 2023, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, the Urstadt Biddle board of directors reviewed the process undertaken in 2022 of exploring potential strategic transactions, culminating in declining the Party A 2022 Proposal and subsequent termination of discussions with Party A and pausing the strategic transaction process. Mr. Biddle then updated the Urstadt Biddle board of directors on the conversations he had with Ms. Palmer regarding Regency’s interest in exploring a potential strategic transaction with Urstadt Biddle. Mr. Biddle also updated the Urstadt Biddle board of directors regarding his meetings with the chief executive officer of Party A. Mr. Biddle expressed that, given these circumstances, the Urstadt Biddle board of directors should assess whether Urstadt Biddle should

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re-start the process for a potential strategic transaction with Regency, Party A and/or other potential parties. Representatives of Eastdil Secured then discussed with the Urstadt Biddle board of directors current market conditions, changes in Urstadt Biddle’s market price since July 2022, and the Party A 2022 Proposal. Representatives of Eastdil Secured also discussed with the Urstadt Biddle board of directors various publicly traded shopping center REITs as potential counterparties, including Regency, Party A, and another publicly traded shopping center REIT (which we refer to as “Party B”), which were identified as strong potential candidates who could recognize the highest value for Urstadt Biddle in a strategic transaction. Representatives of Eastdil Secured also identified other possible candidates, including two other publicly traded shopping center REITs (which we refer to as “Party C” and “Party D”). Among the factors considered by the Urstadt Biddle board of directors were the candidates’ expressed interest in Urstadt Biddle or in growth generally, portfolio compatibility, their ability to execute an accretive transaction, and their ability to access liquidity without seeking financing from third parties other than in-place credit lines, a particularly important factor given Urstadt Biddle’s desire to maintain confidentiality regarding the process. Representatives of Eastdil Secured and members of Urstadt Biddle’s executive management team discussed with the Urstadt Biddle board of directors considerations in evaluating potential strategic alternatives, including the advantages and disadvantages of a multiparty process and maintaining the status quo and continuing to execute on Urstadt Biddle’s strategic plan, and a potential timeline for the process. Representatives of the Financial Advisors then left the meeting and the Urstadt Biddle board of directors discussed the potential for a multiparty process that included Regency, Party A and Party B, and possibly other potential parties. The Urstadt Biddle board of directors determined that it needed additional information regarding the potential valuation of Urstadt Biddle to reassess its expectations regarding pricing, at which point it would determine whether Urstadt Biddle should re-start the strategic transaction process with Regency, Party A and/or Party B, and possibly other potential parties.

On March 2, 2023, Mr. Biddle and Ms. Palmer met in person. During this meeting, Mr. Biddle advised Ms. Palmer that the Urstadt Biddle board of directors requested that Urstadt Biddle and the Financial Advisors work together to perform a preliminary financial analysis of Urstadt Biddle prior to proceeding further.

On March 9, 2023, at the request of the chief executive officer of Party C, Mr. Biddle and the chief executive officer of Party C met to discuss general market conditions in the retail sector. During the meeting, the chief executive officer of Party C suggested that Urstadt Biddle and Party C explore a merger transaction. Mr. Biddle advised the chief executive officer of Party C that he did not believe such a transaction would be of interest to Urstadt Biddle. Mr. Biddle’s belief was based on prior discussions with the Urstadt Biddle board of directors and the Financial Advisors that Party C did not likely have the ability to pay what Regency and Party A could likely pay, as well as the increased risk of a leak regarding the transaction process if Party C were to be included. Also during the meeting, the chief executive officer of Party C inquired whether Mr. Biddle and other Urstadt Biddle Family Stockholders would be interested in selling Party C their shares in Urstadt Biddle. Mr. Biddle responded that he would speak with the other Urstadt Biddle Family Stockholders.

On March 10, 2023, Mr. Biddle contacted the chief executive officer of Party C and informed him that the Urstadt Biddle Family Stockholders had considered the offer for Party C to purchase their shares in Urstadt Biddle, but that they were not prepared to engage in any discussions at this time.

On March 16, 2023, Ms. Palmer contacted Mr. Biddle and proposed that Regency make an offer based solely on publicly available information. Mr. Biddle responded that he would discuss the proposal with Urstadt Biddle’s legal and financial advisors and the Urstadt Biddle board of directors.

On March 23, 2023, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, representatives of Eastdil Secured discussed with the Urstadt Biddle board of directors its observations regarding Urstadt Biddle’s historical trading prices, NAV and cash flow. Representatives of Eastdil Secured discussed the potential likelihood of Party A and Regency having the financial ability to execute a transaction that recognizes the highest value for Urstadt Biddle, further noting that Regency’s ability to pay could

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likely be more limited if the valuation were based on publicly available information. Mr. Biddle updated the Urstadt Biddle board of directors regarding recent communications from Ms. Palmer who requested an opportunity to conduct a bilateral process with Urstadt Biddle. Mr. Biddle also noted that the chief executive officer of Party A expressed Party A’s continued interest in Urstadt Biddle. Representatives of the Financial Advisors then left the meeting and the Urstadt Biddle board of directors discussed current market conditions, Urstadt Biddle’s valuation and the proposed strategic transaction process. Following such discussions, the Urstadt Biddle board of directors agreed that Regency and Party A were likely to have the greatest financial ability to execute a transaction most favorable to Urstadt Biddle stockholders, and authorized Urstadt Biddle’s executive management team and the Financial Advisors to contact and provide select due diligence materials to Party A and Regency, subject to each party entering into a customary nondisclosure agreement with Urstadt Biddle, as a first step in the potential strategic acquisition process.

Following the meeting of the Urstadt Biddle board of directors, on March 23, 2023, Mr. Biddle contacted Ms. Palmer to inform her that the Urstadt Biddle board of directors would like to engage in a formal process, including inviting other potentially interested parties to participate, rather than engage in bilateral negotiations with Regency, which process, the Urstadt Biddle board of directors believed, would maximize value for Urstadt Biddle’s stockholders.

On March 24, 2023, representatives of Hogan Lovells sent to representatives of Regency a draft non-disclosure agreement, which did not contain an exclusivity provision. Following negotiations regarding, among other terms, the length of the standstill period, on March 28, 2023, Urstadt Biddle and Regency then executed the non-disclosure agreement.

On March 29, 2023, representatives of Eastdil Secured, at the direction of Urstadt Biddle, contacted representatives of RBC Capital Markets and Wells Fargo Securities, Regency’s financial advisors, regarding Regency’s potential interest in participating in a process for a potential strategic transaction involving Urstadt Biddle.

On March 30, 2023, Regency was provided access to an electronic data room containing select due diligence materials relating to Urstadt Biddle.

On April 3, 2023, Mr. Biddle and the chief executive officer of Party A met to discuss whether Party A would be interested in participating in the re-started process regarding a potential strategic transaction involving Urstadt Biddle. The chief executive officer of Party A indicated that Party A would need the deal to be accretive to earnings. Mr. Biddle provided to the chief executive officer of Party A a draft amendment to the Party A NDA, which amendment provided for an extension of the standstill period for the 12-month period following the date of the amendment and also extended the term of the Party A NDA for the same period.

On April 4, 2023, Party A and Urstadt Biddle executed the amendment to the Party A NDA. On April 5, 2023, Party A was provided access to an electronic data room containing select due diligence materials relating to Urstadt Biddle.

Throughout the remainder of April 2023, Regency and Party A conducted due diligence and members of Urstadt Biddle’s executive management team responded to due diligence requests from each of Regency and Party A and their respective advisors. During this time, representatives of Regency participated in in-person property tours with Mr. Biddle.

On April 25, 2023, Regency sent to representatives of Eastdil Secured its non-binding proposal to acquire 100% of the outstanding common equity of Urstadt Biddle in a stock-for-stock merger (which we refer to as the “Regency Initial Proposal”), which Eastdil Secured sent to the Urstadt Biddle board of directors. The Regency Initial Proposal contemplated that in the merger each share of UB common stock and each share of UB Class A common stock would receive 0.344 of a share of Regency common stock. Based on Regency’s closing stock

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price of $61.43 on April 28, 2023, the exchange ratio implied a value of $20.13 per share of UB common stock and per share of UB Class A common stock, representing a premium of 32.2% and 22.7% to the closing prices of UB common stock and UB Class A common stock, respectively, on April 28, 2023. The Regency Initial Proposal indicated that the merger would be structured to be tax-free to Urstadt Biddle stockholders and contemplated that Regency would assume Urstadt Biddle’s mortgage debt and Urstadt Biddle’s Series H and Series K preferred shares, and Urstadt Biddle’s outstanding equity awards for Urstadt Biddle employees who remain with Regency following the closing of the proposed merger would be converted into equivalent equity awards of Regency based on the exchange ratio. The Regency Initial Offer did not address the treatment of Urstadt Biddle dividends between signing and closing, and did not contemplate any financing contingency.

On April 28, 2023, Party A sent to representatives of Eastdil Secured its non-binding proposal to acquire 100% of the outstanding shares of UB common stock and UB Class A common stock through a merger (which we refer to as the “Party A 2023 Initial Proposal”), which Eastdil Secured sent to the Urstadt Biddle board of directors. The Party A 2023 Initial Proposal contemplated consideration per share of 0.75 of a newly issued share of Party A common stock and $4.80 in cash. The proposed consideration consisted of 75% stock consideration and 25% cash consideration and implied a value of $19.19 per share of UB common stock and per share of UB Class A common stock, representing a premium of 20.1% and 11.5% to the closing prices of UB common stock and UB Class A common stock, respectively, on April 28, 2023. The Party A 2023 Initial Proposal also contemplated that Party A would assume Urstadt Biddle’s mortgage debt and Urstadt Biddle’s outstanding Series K preferred shares, Urstadt Biddle’s Series H preferred shares would be redeemed for cash at its liquidation preference of $25.00 per share, and Urstadt Biddle would continue to pay its regular quarterly dividend distributions at Urstadt Biddle’s current rate of $0.225 for each share of UB common stock and $0.250 for each share of UB Class A common stock until closing. The Party A 2023 Initial Proposal did not contemplate any financing contingency.

On May 2, 2023, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, Mr. Biddle provided the Urstadt Biddle board of directors with an update on the strategic transaction process to date. Representatives of Eastdil Secured then discussed with the Urstadt Biddle board of directors the terms of the Regency Initial Proposal and the Party A 2023 Initial Proposal, including the proposed transaction structure, consideration, treatment of preferred equity, dividends and financing. Representatives of Eastdil Secured also discussed with the Urstadt Biddle board of directors the implied value of both offers, the differences between the stock and cash components of the offers and the potential impact of stock price variations. Representatives of Eastdil Secured also discussed with the Urstadt Biddle board of directors the impact of the offers on stockholders, including stockholder dividends, and discussed the potential combined company in terms of portfolio, capitalization and certain other considerations. During these discussions, members of the Urstadt Biddle board of directors and Urstadt Biddle’s executive management team asked questions regarding the offers, and representatives of the Financial Advisors responded. Mr. Biddle discussed his interactions with the two parties and their apparent levels of interest and engagement. Representatives of Eastdil Secured then discussed with the Urstadt Biddle board of directors potential next steps, including timing and potential strategies for responding to both parties. Representatives of the Financial Advisors then left the meeting, and the Urstadt Biddle board of directors discussed the strategic transaction process, the offers from Regency and Party A, the timeline and Urstadt Biddle’s prospects. Following these discussions, the Urstadt Biddle board of directors authorized the Financial Advisors to inform both Party A and Regency that each of their offers were being seriously considered, but that each should improve its offer. The Urstadt Biddle board of directors further authorized Hogan Lovells to provide a draft merger agreement to both parties along with additional due diligence materials.

Later on May 2, 2023, at the direction of the Urstadt Biddle board of directors, representatives of Eastdil Secured contacted the advisors for each of Party A and Regency and outlined the next steps in the process, including preparing a markup of the draft merger agreement, conducting further due diligence, engaging in further underwriting discussions, and Urstadt Biddle conducting reverse diligence on Party A and Regency to

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evaluate the stock consideration, and requested that each party submit an updated proposal no later than May 11, 2023, which should include (i) a complete markup of a draft form of merger agreement; (ii) confirmation of the completion of its due diligence review of Urstadt Biddle; and (iii) an updated transaction proposal. Representatives of Eastdil Secured also sent to the financial advisors for Party A and Regency a financial and real estate reverse due diligence request list.

Also on May 2, 2023, representatives of Hogan Lovells sent to counsel for Party A and to Wachtell, Lipton, Rosen & Katz (which we refer to as “Wachtell”), counsel for Regency, a draft merger agreement and also sent to counsel for Party A an amended and restated Party A NDA making the Party A NDA mutual. The draft merger agreement provided for, among other things: (i) the merger of Urstadt Biddle with and into a wholly owned subsidiary of an affiliate of the buyer; (ii) the assumption by the buyer of Urstadt Biddle’s Series H and Series K preferred stock; (iii) acceleration of all outstanding UB restricted stock awards; (iv) the ability for Urstadt Biddle to continue paying its regular quarterly dividends at Urstadt Biddle’s current rate of $0.225 for each share of UB common stock and $0.250 for each share of UB Class A common stock until closing; (v) a 30-day “window shop” period during which Urstadt Biddle would be permitted to furnish non-public information and participate in negotiations with a third party upon receipt of an unsolicited bona fide acquisition proposal; (vi) a two-tiered termination fee payable by Urstadt Biddle of 1.0% of Urstadt Biddle’s equity value during the window shop period and 2.0% of Urstadt Biddle’s equity value thereafter; (vii) the ability of the Urstadt Biddle board of directors to change its recommendation to Urstadt Biddle stockholders in the event of an intervening event or superior proposal; (viii) the ability of Urstadt Biddle to terminate the merger agreement to enter into an alternative acquisition agreement in respect of a superior proposal, subject to the payment of the termination fee; (ix) a covenant that, for a period of 12 months following the closing of the transaction, any employees continuing with buyer would be paid (A) base salary at least equal to the base salary provided to such employee as of immediately prior to the effective time of the merger, (B) with respect to the 2024 calendar year, annual cash bonus at least equal to the annual cash bonus provided with respect to the 2022 calendar year, and (C) with respect to the 2024 calendar year, either (x) an equity grant in buyer equivalent in value to the UB restricted stock award provided to such employee in January 2023 with such buyer equity grant providing for complete vesting no later than the shorter of the vesting described in the UB restricted stock award provided to such employee in January 2023 and the buyer equity grants received by other similarly situated employees of buyer or (y) a cash amount equal in value to the UB restricted stock award provided to such employee in January 2023; and (xi) a covenant that all employees of Urstadt Biddle immediately prior to the effective time of the merger be paid a pro rata cash bonus in respect of the calendar year 2023.

On May 3, 2023, representatives of Hogan Lovells sent to counsel for Party A and Wachtell a reverse due diligence request list. Also on May 3, 2023, counsel for Party A sent to representatives of Hogan Lovells a revised draft of the amended and restated Party A NDA.

On May 4, 2023, Party A and Urstadt Biddle executed the amended and restated Party A NDA.

On May 5, 2023, representatives of Wachtell sent to representatives of Hogan Lovells Regency’s responses to the reverse due diligence request list.

On May 8, 2023, representatives of Hogan Lovells sent to counsel for each of Party A and Regency an initial draft of Urstadt Biddle’s disclosure letter to the merger agreement.

Also on May 8, 2023, counsel to Party A sent to representatives of Hogan Lovells an initial markup of the draft merger agreement and a proposed voting agreement. Among other things, Party A’s markup of the draft merger agreement proposed the following modified terms: (i) the assumption by Party A of Urstadt Biddle’s Series K preferred stock and the redemption of Urstadt Biddle’s Series H preferred stock; (ii) Urstadt Biddle aligning its dividend record and payment dates with Party A; (iii) deleting the window shop period; (iv) limiting the ability of the Urstadt Biddle board of directors to change its recommendation to Urstadt Biddle stockholders only in the case of a superior proposal; (v) deleting the ability of Urstadt Biddle to terminate the merger

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agreement to enter into an alternative acquisition agreement in respect of a superior proposal; (vi) a termination fee of 4% of Urstadt Biddle’s equity value; (vii) a covenant requiring Urstadt Biddle to conduct a special stockholder meeting to vote on the merger, regardless of a change in recommendation by the Urstadt Biddle board of directors (a “force-the-vote provision”); (viii) a covenant that, for a period of 12 months following the closing of the transaction, any employees continuing with Party A would be paid (A) base salary at least equal to the base salary provided to such employee as of immediately prior to the effective time of the merger, and (B) with respect to the 2024 calendar year, target annual cash bonus opportunity at least equal to the target annual cash bonus opportunity provided with respect to the 2022 calendar year; and (ix) deleting the covenant that all employees of Urstadt Biddle immediately prior to the effective time of the merger be paid a pro rata cash bonus in respect of the calendar year 2023. Party A’s proposed voting agreement required, among other things, that the Urstadt Biddle Family Stockholders party to the voting agreement vote their shares at the special meeting in favor of the merger with Party A, which voting agreement did not provide for a termination thereof in the event the Urstadt Biddle board of directors changed its recommendation to Urstadt Biddle stockholders.

On May 10, 2023, representatives of Hogan Lovells and counsel for Party A discussed Party A’s markup of the draft merger agreement and the proposed voting agreement. Among other things, representatives of Hogan Lovells suggested to counsel for Party A that Party A should re-consider its position on deal protection generally, and also discussed the proposed changes to the employee-related covenants.

On May 11, 2023, Regency sent to representatives of the Financial Advisors a non-binding final proposal to acquire 100% of Urstadt Biddle in a stock-for-stock transaction (which we refer to as the “Regency Final Proposal”), which the Financial Advisors sent to the Urstadt Biddle board of directors. The Regency Final Proposal contemplated that in the merger each share of UB common stock and each share of UB Class A common stock would receive 0.347 of a share of Regency common stock. Based on Regency’s closing stock price of $58.49 on May 11, 2023, the exchange ratio implied a value of $20.30 per share of UB common stock and per share of UB Class A common stock, representing a premium of 35.0% and 21.9% to the closing prices of UB common stock and UB Class A common stock, respectively, on May 11, 2023. The Regency Final Proposal was not subject to any financing contingency.

Enclosed with Regency’s Final Proposal was Regency’s initial markup of the draft merger agreement and a proposed voting agreement. Among other things, Regency’s markup of the draft merger agreement proposed the following modified terms: (i) a two-step merger transaction in which (A) a newly formed indirect wholly owned subsidiary of Urstadt Biddle would merge with and into Urstadt Biddle, with Urstadt Biddle surviving the merger as a wholly owned subsidiary of a new holding company and (B) such new holding company would merge with and into a wholly owned direct subsidiary of Regency, with Regency’s subsidiary surviving the merger; (ii) conversion of UB restricted stock awards into Regency restricted stock awards with respect to employees of Urstadt Biddle who continue employment with Regency; (iii) Urstadt Biddle aligning its dividend record and payment dates with Regency and the first dividend following the execution of the merger agreement being pro-rated to two-thirds of Urstadt Biddle’s current dividend rate; (iv) deleting the window shop period; (v) deleting the ability of Urstadt Biddle to terminate the merger agreement to enter into an alternative acquisition agreement in respect of a superior proposal; (vi) a termination fee of 3.9% of Urstadt Biddle’s fully diluted equity value; (vii) a force-the-vote provision; (viii) a covenant that, for a period of 12 months following the closing of the transaction, any employees continuing with Regency would be paid base salary, target cash bonus opportunity and/or target long-term incentive opportunity in the aggregate that is at least equal to the aggregate base salary, target cash bonus opportunity and/or target long-term incentive opportunity provided to such employee by Urstadt Biddle immediately prior to the second merger effective time; and (ix) deleting the covenant that all employees of Urstadt Biddle immediately prior to the effective time of the merger be paid a pro rata cash bonus in respect of the calendar year 2023. Regency’s proposed voting agreement required, among other things, that the controlling stockholders party to the voting agreement vote their shares at the special meeting in favor of the mergers with Regency, which voting agreement did not provide for a termination thereof in the event the Urstadt Biddle board of directors changed its recommendation to Urstadt Biddle stockholders.

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On May 11, 2023, counsel for Party A sent to representatives of Hogan Lovells documents in response to the reverse due diligence request list. Also on May 11, 2023, Party A sent to representatives of the Financial Advisors a further revised non-binding proposal (which we refer to as the “Party A Final Proposal”), which the Financial Advisors sent to the Urstadt Biddle board of directors. The Party A Final Proposal contemplated consideration per share of 0.75 of a newly issued share of Party A common stock and $4.60 in cash. The proposed consideration consisted of 74.6% stock consideration and 25.4% cash consideration and implied a value of $18.10 per share of UB common stock and per share of UB Class A common stock, representing a premium of 20.4% and 8.7% to the closing prices of UB common stock and UB Class A common stock, respectively, on May 11, 2023. The Party A Final Proposal was not subject to any financing contingency.

Also on May 11, 2023, counsel for Party A sent to representatives of Hogan Lovells a further revised markup of the draft merger agreement and a revised voting agreement. Among other things, Party A’s revised markup of the draft merger agreement: (i) permitted the Urstadt Biddle board of directors to make a change of recommendation to Urstadt Biddle stockholders in the event of an intervening event; (ii) did not include a force-the-vote provision; (iii) permitted Urstadt Biddle to terminate the merger agreement to enter into an alternative acquisition agreement in respect of a superior proposal; and (iv) increased the termination fee payable by Urstadt Biddle to 5% of Urstadt Biddle’s equity value. The revised voting agreement proposed by Party A provided that the voting agreement would terminate upon a change of recommendation by the Urstadt Biddle board of directors.

Also on May 11, 2023, a representative of Party D contacted Mr. Grellier, a member of the Urstadt Biddle board of directors, and expressed an interest in participating in any process regarding a strategic transaction involving Urstadt Biddle.

On May 12, 2023, representatives of Hogan Lovells and representatives of Wachtell discussed Regency’s markup of the draft merger agreement and the proposed voting agreement, including, among other things, the deal protection covenants, the pro-rated quarterly dividend and the employee-related covenants.

Later on May 12, 2023, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, representatives of Eastdil Secured and Hogan Lovells discussed with the Urstadt Biddle board of directors the terms of the Regency Final Proposal and the Party A Final Proposal, including the proposed transaction structure, consideration, treatment of preferred equity, dividends and financing and a comparison to the Regency Initial Proposal and the Party A 2023 Initial Proposal, respectively. Representatives of Eastdil Secured and members of Urstadt Biddle’s executive management team then discussed with the Urstadt Biddle board of directors the implied value of both offers, the differences between the stock and cash components of the offers and the potential impact of stock price variations. Mr. Grellier then updated the Urstadt Biddle board of directors on the unsolicited call he received on May 11, 2023 from a representative of Party D regarding Party D’s potential interest in Urstadt Biddle should Urstadt Biddle be pursuing a strategic transaction. Representatives of Eastdil Secured discussed with the Urstadt Biddle board of directors a comparison of the business, portfolios and financial performance of Urstadt Biddle, Regency, Party A and Party D, as well as certain debt considerations, including credit ratings, equity market capitalizations, outstanding public debt and liquidity with respect to Regency, Party A and Party D. The Urstadt Biddle board of directors, together with representatives of the Financial Advisors and representatives of Hogan Lovells, discussed the benefits and considerations of inviting Party D to join the process, including, among other things, the late stage of the process and potential for creating transaction risk relative to Party A or Regency, the profile of assets owned by Party D and the markets in which Party D owned assets, Party D’s investment strategy, and the likelihood of Party D being able to submit a proposal superior to the proposal submitted by Regency. Mr. Biddle and Charles Urstadt, executive chairman of the Urstadt Biddle board of directors, both Urstadt Biddle Family Stockholders, expressed that they did not believe the long-term, future prospects of combining with Party D were as beneficial as a combination with either Party A or Regency, particularly given that Party D’s investment strategy with respect to markets and profile of assets did not align with Urstadt Biddle. After discussion, the Urstadt Biddle board of

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directors determined that it was in the best interests of the stockholders of Urstadt Biddle not to invite Party D to participate in the process for the reasons noted above.

Representatives of Hogan Lovells then discussed with the Urstadt Biddle board of directors the revised drafts of the merger agreement and proposed voting agreement provided by each of Party A and Regency, including, among other things, their respective proposals regarding deal protection, dividends and employee-related covenants. Mr. Biddle and Mr. Urstadt both expressed their views that they did not want to be in a position where the obligations of the Urstadt Biddle Family Stockholders to approve a transaction could diverge from the recommendation of the Urstadt Biddle board of directors and the interests of the other Urstadt Biddle stockholders. Representatives of Eastdil Secured and Mr. Biddle discussed current events, the potential for continued volatility in the markets, the unsolicited call from Party D and the upcoming International Council of Shopping Centers Conference (which we refer to as the “ICSC Conference”), and whether it would be in Urstadt Biddle’s best interest to move quickly to see if Urstadt Biddle and Regency could agree on terms for a strategic transaction prior to the start of the ICSC Conference, where maintaining confidentiality regarding a potential strategic transaction would be more challenging. Representatives of the Financial Advisors then left the meeting and the Urstadt Biddle board of directors, members of Urstadt Biddle’s executive management team and representatives of Hogan Lovells discussed the strategic transaction process, the Party A Final Offer, the Regency Final Offer, the higher implied value of the Regency Final Offer, the unsolicited call from Party D, the deal protection provisions in the merger agreement and deal certainty post-signing, the timeline to get to signing of a merger agreement and next steps. After these discussions, the Urstadt Biddle board of directors authorized Urstadt Biddle and its advisors to continue discussions with Regency and its advisors regarding the Regency Final Offer and terms for a proposed strategic transaction consistent with the discussions at the meeting, including changes to the deal protection terms, determined that the Urstadt Biddle board of directors would reconvene on May 15, 2023 to discuss any updates, and determined that Urstadt Biddle should not engage in further discussions with Party A at this time.

On May 13, 2023, representatives of Wachtell sent to representatives of Hogan Lovells Regency’s initial revisions to Urstadt Biddle’s disclosure letter to the merger agreement. Also on May 13, 2023, representatives of Hogan Lovells and representatives of Wachtell discussed, among other things, the two-step merger transaction structure, the deal protection provisions, the proposed proration of Urstadt Biddle’s next regular quarterly dividend and the employee-related covenants in Regency’s markup of the draft merger agreement.

On May 14, 2023, Mr. Biddle and Ms. Palmer had a call to discuss deal protection provisions and the proposed voting agreement.

On May 14, 2023, representatives of Hogan Lovells sent to representatives of Wachtell a further revised draft of the merger agreement, which, among other things: (i) re-inserted acceleration and vesting of Urstadt Biddle’s restricted stock awards for all Urstadt Biddle employees; (ii) agreed to align dividend record and payment dates with Regency during the period between signing and closing, but deleted the two-thirds proration of Urstadt Biddle’s next regular quarterly dividend; (iii) accepted Regency’s deletion of the window shop period; (iv) deleted the force-the-vote provision; (v) re-inserted Urstadt Biddle’s ability to terminate the merger agreement to enter into an alternative acquisition agreement in respect of a superior proposal; (vi) provided for a termination fee payable by Urstadt Biddle of 2.5% of the equity value of Urstadt Biddle; (vii) re-inserted Urstadt Biddle’s prior employee-related covenants; and (viii) included an obligation of Regency to pay the employees of Urstadt Biddle immediately prior to the second merger effective time a pro-rated cash bonus based on the amount set forth in Urstadt Biddle’s disclosure letter to the merger agreement.

On May 15, 2023, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. At the meeting, representatives of Eastdil Secured and Hogan Lovells updated the Urstadt Biddle board of directors regarding the progress of negotiations with Regency and the status of the draft merger agreement and related deal terms.

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Also on May 15, 2023, representatives of Hogan Lovells sent to representatives of Wachtell a further revised draft of Urstadt Biddle’s disclosure letter to the merger agreement and a revised draft of the voting agreement providing for the termination of the voting agreement in the event of a change in recommendation by the Urstadt Biddle board of directors. Also on May 15, 2023, representatives of Hogan Lovells contacted representatives of Wachtell and requested on behalf of Urstadt Biddle that Regency agree to make a “gross-up” payment in respect of any excise taxes imposed on certain senior executives of Urstadt Biddle under Section 4999 of the Code.

Early in the morning on May 16, 2023, representatives of Wachtell sent to representatives of Hogan Lovells a further revised draft of the merger agreement, which, among other things, provided for (i) a termination fee payable by Urstadt Biddle of 3.95% of the equity value of Urstadt Biddle; (ii) a proration equal to 2.5 divided by 3 of Urstadt Biddle’s next regular quarterly dividend; and (iii) a covenant that, for a period of 12 months following the closing of the transaction, any employees continuing with Regency would be paid base salary at least equal to the base salary provided to such employee by Urstadt Biddle immediately prior to the second merger effective time, with respect to the 2024 calendar year, target annual cash bonus opportunity at least equal to the target annual cash bonus opportunity provided to such employee with respect to the 2022 calendar year and with respect to the 2024 calendar year, a Regency equity grant that is equivalent in value and comparable in terms to the Regency equity grant provided to similarly situated Regency employees.

On May 16, 2023, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. Prior to the Financial Advisors joining the meeting, representatives of Hogan Lovells reviewed with the Urstadt Biddle board of directors the duties of a director under Maryland law that would be applicable when considering a potential strategic transaction with Regency. After the Financial Advisors joined the meeting, Mr. Biddle provided the Urstadt Biddle board of directors an update regarding the status of negotiations with respect to the potential transaction with Regency. Representatives of Eastdil Secured then reviewed Eastdil Secured’s preliminary financial analysis of the potential transaction. Representatives of Hogan Lovells then reviewed with the Urstadt Biddle board of directors the material terms of the revised drafts of the merger agreement and the voting agreement with the Urstadt Biddle board of directors. During this discussion, representatives of each of Eastdil Secured and Deutsche Bank and Hogan Lovells responded to questions from the Urstadt Biddle board of directors.

Also on May 16, 2023, representatives of Wachtell sent to representatives of Hogan Lovells an initial draft of Regency’s disclosure letter to the merger agreement. Later on May 16, 2023, representatives of Wachtell contacted representatives of Hogan Lovells and informed them that Regency rejected Urstadt Biddle’s request for a “gross-up” payment.

On May 16 and May 17, 2023, representatives of Hogan Lovells and representatives of Wachtell worked to finalize the drafts of the merger agreement, the voting agreement and the disclosure letters.

On May 17, 2023, representatives of Wachtell and representatives of Hogan Lovells discussed employee-related matters, including the continuity of employee compensation and benefits and alternatives to a “gross-up” payment.

On May 17, 2023, the Urstadt Biddle board of directors held a meeting, with members of Urstadt Biddle’s executive management team and representatives of the Financial Advisors and Hogan Lovells participating. Prior to the Financial Advisors joining the meeting, representatives of Hogan Lovells reviewed with the Urstadt Biddle board of directors the duties of a director under Maryland law when considering a potential strategic transaction with Regency. After the Financial Advisors joined the meeting, Mr. Biddle provided the Urstadt Biddle board of directors an update regarding the status of negotiations with respect to the potential transaction with Regency, representatives of Hogan Lovells provided an update on the near-final draft merger agreement, and representatives of Eastdil Secured reviewed Eastdil Secured’s financial analysis of the proposed transaction.

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During the meeting, representatives of Eastdil Secured rendered to the Urstadt Biddle board of directors its oral opinion, subsequently confirmed by delivery of a written opinion dated May 17, 2023, to the effect that, as of that date, and based on and subject to the assumptions, qualifications, limitations and other matters set forth in such opinion, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to holders (other than any wholly owned Urstadt Biddle subsidiary, Regency and any Regency subsidiary) of shares of UB common stock and UB Class A common stock. The opinion of Eastdil Secured is more fully described in the section entitled “The Mergers — Opinion of Urstadt Biddle’s Financial Advisor”. The Urstadt Biddle board of directors, with the advice and assistance of its Financial Advisors and Hogan Lovells and Urstadt Biddle’s executive management team, evaluated and discussed the terms of the merger agreement and the transactions contemplated thereby as well as the value provided by the exchange ratio. Following these discussions, and other discussions by the Urstadt Biddle board of directors concerning, among other things, the matters described in the section entitled “The Mergers — Recommendation of the Urstadt Biddle Board of Directors of Directors; Urstadt Biddle’s Reasons for the Mergers,” the Urstadt Biddle board of directors, on behalf of Urstadt Biddle, then (i) declared that the merger agreement, the mergers and the other transactions contemplated by the merger agreement were advisable and in the best interests of Urstadt Biddle and its stockholders; (ii) approved the mergers and the other transactions contemplated by the merger agreement and approved and adopted the merger agreement; (iii) directed the submission of a proposal to approve the mergers and the other transactions contemplated by the merger agreement for consideration by the holders of UB common stock and UB Class A common stock at the special meeting and (iv) resolved to recommend that the holders of UB common stock and UB Class A common stock approve the mergers and the other transactions contemplated by the merger agreement. In accordance with Deutsche Bank’s guidance, Richard Grellier, a director of Urstadt Biddle and an employee of Deutsche Bank, recused himself from the vote on the merger agreement, the mergers and the other transactions contemplated by the merger agreement.

During the late evening on May 17, 2023, Urstadt Biddle and Regency executed and delivered the merger agreement, and the Urstadt Biddle Family Stockholders executed and delivered the voting agreement.

On the morning of May 18, 2023, prior to the opening of trading of shares of common stock of Regency and Urstadt Biddle on the Nasdaq and the NYSE, respectively, Regency and Urstadt Biddle issued a joint press release publicly announcing the mergers and execution of the merger agreement.

Recommendation of the Urstadt Biddle Board of Directors; Urstadt Biddle’s Reasons for the Mergers

After careful consideration, at a meeting held on May 17, 2023, the Urstadt Biddle board of directors (i) declared that the merger agreement, the mergers and the other transactions contemplated by the merger agreement were advisable and in the best interests of Urstadt Biddle and its stockholders, (ii) approved the mergers and the other transactions contemplated by the merger agreement and approved and adopted the merger agreement; (iii) directed the submission of a proposal to approve the mergers and the other transactions contemplated by the merger agreement for consideration by the holders of UB common stock and UB Class A common stock at the special meeting; and (iv) resolved to recommend that the holders of UB common stock and UB Class A common stock approve the mergers and the other transactions contemplated by the merger agreement. As described in the section entitled “The Mergers — Background of the Mergers” beginning on page 39 of this proxy statement/prospectus, in evaluating the mergers, the Urstadt Biddle board of directors consulted with and received the advice of Urstadt Biddle’s outside legal counsel and financial advisors, held discussions with Urstadt Biddle’s executive management team and considered a number of factors that it believed supported its decision to enter into the merger agreement and to recommend adoption by Urstadt Biddle stockholders. These factors included, but were not limited to, the following (not necessarily in order of relative importance):

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In the course of its deliberations, the Urstadt Biddle board of directors also considered a variety of risks, uncertainties and other countervailing factors related to the mergers, including, but not limited to (not necessarily in order of relative importance):

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In addition, the Urstadt Biddle board of directors was aware of and considered the interests of its directors and executive officers that may be different from, or in addition to, the interests of Urstadt Biddle stockholders generally when approving the merger agreement and recommending that Urstadt Biddle stockholders vote to approve the mergers. For more information, see the section entitled “The Mergers — Interests of Urstadt Biddle Directors and Executive Officers in the Mergers” beginning on page 71 of this proxy statement.

The Urstadt Biddle board of directors determined that, overall, these potential risks and uncertainties were outweighed by the benefits that the Urstadt Biddle board of directors expects to achieve for Urstadt Biddle stockholders as a result of the mergers. The Urstadt Biddle board of directors realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

The foregoing discussion of the information and factors that the Urstadt Biddle board of directors considered is not intended to be exhaustive, but is meant to include the material factors regarding the mergers that the Urstadt Biddle board of directors considered, which are not necessarily presented in order of relative importance. In light of the complexity and wide variety of factors that the Urstadt Biddle board of directors considered, the Urstadt Biddle board of directors did not find it practical to, and did not attempt to, quantify, rank or otherwise assign relative or specific weights or values to any of the factors considered and did not undertake to make any specific determinations as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the Urstadt Biddle board of directors. Rather, the

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Urstadt Biddle board of directors made its recommendation based on the totality of the information available to the Urstadt Biddle board of directors. In addition, individual members of the Urstadt Biddle board of directors may have given different weights to different factors.

The foregoing description of Urstadt Biddle’s consideration of the factors supporting the mergers is forward-looking in nature. This information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 35 of this proxy statement/prospectus.

Accordingly, the Urstadt Biddle board of directors recommends that Urstadt Biddle stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Adjournment Proposal.

Opinion of Urstadt Biddle’s Financial Advisor

Urstadt Biddle retained Eastdil Secured as a financial advisor in connection with the mergers. The Urstadt Biddle board of directors selected Eastdil Secured as a financial advisor based on Eastdil Secured’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in the industry, and its knowledge of Urstadt Biddle’s business and affairs. As part of Eastdil Secured’s engagement, the Urstadt Biddle board of directors requested that Eastdil Secured evaluate the fairness, from a financial point of view, to holders (other than Regency, any subsidiary of Regency or any wholly owned subsidiary of Urstadt Biddle) of UB common stock and UB Class A common stock of the exchange ratio provided for in the mergers. On May 17, 2023, at a meeting of the Urstadt Biddle board of directors held to evaluate the mergers, Eastdil Secured rendered an oral opinion, confirmed by delivery of a written opinion dated May 17, 2023, to the Urstadt Biddle board of directors to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken as stated in its opinion, the exchange ratio provided for in the mergers was fair, from a financial point of view, to the holders (other than Regency, any subsidiary of Regency or any wholly owned subsidiary of Urstadt Biddle) of UB common stock and UB Class A common stock.

The full text of Eastdil Secured’s written opinion, dated May 17, 2023, to the Urstadt Biddle board of directors is attached as Annex B to this proxy statement/prospectus and is incorporated herein by reference. The written opinion sets forth, among other things, the assumptions made, procedures followed, factors considered and limitations and qualifications on the review undertaken by Eastdil Secured in rendering its opinion. The following summary is qualified in its entirety by reference to the full text of the opinion. The opinion was addressed to the Urstadt Biddle board of directors (in its capacity as such) for its information and use in connection with its evaluation of the exchange ratio from a financial point of view and did not address any other terms, aspects or implications of the mergers or any related transactions. Eastdil Secured’s opinion did not address the merits of the underlying decision by Urstadt Biddle to enter into the merger agreement or the relative merits of the mergers or related transactions compared with other business strategies or transactions available or that have been or might be considered by Urstadt Biddle or the Urstadt Biddle board of directors or in which Urstadt Biddle might engage. Eastdil Secured’s opinion does not constitute a recommendation to the Urstadt Biddle board of directors or any other person or entity in respect of the mergers or any related transactions, including as to how any holder of UB common stock or UB Class A common stock or other person should vote or act in connection with the mergers, any related transactions or any other matter.

The terms of the mergers and related transactions were determined through negotiations between Urstadt Biddle and Regency, rather than by any financial advisor, and the decision to enter into the merger agreement was solely that of the Urstadt Biddle board of directors. Eastdil Secured did not recommend any specific form of consideration to the Urstadt Biddle board of directors or that any specific form of consideration constituted the only appropriate consideration for the mergers. Eastdil Secured’s opinion was only one of many factors considered by the Urstadt Biddle board of directors in its evaluation of the mergers and should not be viewed as

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determinative of the views of the Urstadt Biddle board of directors, management or any other party with respect to the mergers or the exchange ratio.

In arriving at its opinion, Eastdil Secured, among other things:

In connection with Eastdil Secured’s review, Eastdil Secured assumed and relied upon the accuracy and completeness of the financial and other information provided, discussed with or otherwise made available to Eastdil Secured, including all accounting, tax, regulatory and legal information, and Eastdil Secured did not make (and did not assume any responsibility for) any independent verification of such information. Eastdil Secured relied upon assurances of the managements of Urstadt Biddle and Regency that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial forecasts, estimates and other information relating to Urstadt Biddle and Regency that Eastdil Secured

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was directed to utilize in its analyses, Eastdil Secured was advised by the respective managements of Urstadt Biddle and Regency and Eastdil Secured assumed that they were reasonably prepared and reflected the best currently available estimates, judgments and assumptions of the managements of Urstadt Biddle and Regency, as the case may be, as to the future financial performance of Urstadt Biddle and Regency, as the case may be, the potential pro forma financial effects of the mergers and the other matters covered thereby. Eastdil Secured assumed no responsibility for, and expressed no view as to, such forecasts, estimates or other information utilized in Eastdil Secured’s analyses or the judgments or assumptions upon which they were based. Eastdil Secured also assumed that there had been no meaningful changes in the condition (financial or otherwise), results of operations, businesses or prospects of Urstadt Biddle or Regency since the respective dates of the most recent financial statements and other information provided to Eastdil Secured. Eastdil Secured relied, at the direction of Urstadt Biddle, upon the assessments of the managements of Urstadt Biddle and Regency as to, among other things, (i) the potential impact on Urstadt Biddle and Regency of certain market and other trends in and prospects for the commercial real estate market and related credit and financial markets and (ii) the ability to integrate the businesses and operations of Urstadt Biddle and Regency as contemplated. Eastdil Secured assumed, with Urstadt Biddle’s consent, that there would not be any developments with respect to any of the foregoing, or any adjustment to the exchange ratio, that would be meaningful in any respect to Eastdil Secured’s analyses or opinion.

In arriving at its opinion, Eastdil Secured did not conduct physical inspections of the properties or assets of Urstadt Biddle, Regency or any other entity, and Eastdil Secured did not make and was not provided with any evaluations or appraisals of the properties, assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of Urstadt Biddle, Regency or any other entity. Eastdil Secured also did not evaluate the solvency or fair value of Urstadt Biddle, Regency or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters.

In rendering its opinion, Eastdil Secured assumed, at the direction of Urstadt Biddle, that the final form of the merger agreement, when signed by the parties thereto, would not differ from the draft merger agreement reviewed by Eastdil Secured in any respect meaningful to Eastdil Secured’s analyses or opinion, that the mergers and related transactions would be consummated in accordance with the terms described in the merger agreement and related documents and in compliance with all applicable laws, documents and other requirements without amendment or waiver of any material terms or conditions and that, in the course of obtaining any necessary governmental, regulatory or third party consents, approvals or agreements for the mergers and related transactions, no delay, limitation or restriction, including any divestiture or other requirements, would be imposed or action would be taken that would have an adverse effect on Urstadt Biddle, Regency, the mergers or related transactions. Eastdil Secured also assumed, at the direction of Urstadt Biddle, that the mergers would qualify for U.S. federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code. Eastdil Secured was advised by Urstadt Biddle and Regency, and Eastdil Secured assumed, at the direction of Urstadt Biddle, that each of Urstadt Biddle and Regency has operated in conformity with the requirements for qualification as a REIT for U.S. federal income tax purposes since its election to be taxed as a REIT and Eastdil Secured further assumed, at the direction of Urstadt Biddle, that the mergers and related transactions would not adversely affect such REIT status or the operations of the pro forma combined entity resulting from the mergers.

Eastdil Secured did not express any opinion as to the actual value of Regency common stock when issued pursuant to the mergers or the prices at which Regency common stock, UB common stock, UB Class A common stock or any other securities would trade at any time. Eastdil Secured’s opinion was necessarily based on economic, market, financial and other conditions existing, and information made available to Eastdil Secured, as of the date of Eastdil Secured’s opinion. As Eastdil Secured noted in its opinion to the Urstadt Biddle board of directors, the credit, financial and stock markets, and the industries and regions in which Urstadt Biddle and Regency operate, have experienced and continue to experience volatility and Eastdil Secured expressed no opinion or view as to any potential effects of such volatility on Urstadt Biddle, Regency (or their respective businesses), the mergers or related transactions (including the contemplated benefits thereof). Although subsequent developments may affect the matters set forth in its opinion, Eastdil Secured does not have any

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obligation to update, revise, reaffirm or withdraw its opinion or otherwise comment on or consider any such events occurring or coming to Eastdil Secured’s attention after the date of its opinion.

Eastdil Secured’s opinion only addressed the fairness, from a financial point of view and as of the date of its opinion, to holders of UB common stock and UB Class A common stock (other than Regency, any subsidiary of Regency or any wholly owned subsidiary of Urstadt Biddle) of the exchange ratio provided for in the merger agreement to the extent expressly specified in Eastdil Secured’s opinion, without regard to individual circumstances of specific holders that may distinguish such holders or the securities of Urstadt Biddle held by such holders (including any rights, preferences, restrictions or limitations that may be attributable to shares of UB common stock or UB Class A common stock or other securities of Urstadt Biddle), and did not address any related transactions or any other terms, aspects or implications of the mergers, including, without limitation, the form or structure of the mergers or any other agreement, arrangement or understanding entered into in connection with or contemplated by the mergers, related transactions or otherwise. In addition, Eastdil Secured’s opinion did not address the fairness of the amount or nature of, or any other aspects relating to, any compensation to be received by any officers, directors or employees of any parties to the mergers or related transactions or any related entities, or class of such persons, relative to the exchange ratio or otherwise. Eastdil Secured’s opinion did not address the merits of the underlying decision by Urstadt Biddle to enter into the merger agreement or the relative merits of the mergers or related transactions compared with other business strategies or transactions available or that have been or might be considered by Urstadt Biddle or the Urstadt Biddle board of directors or in which Urstadt Biddle might engage. Eastdil Secured also did not express any opinion or view with respect to, and at the direction of Urstadt Biddle relied upon the assessments of representatives of Urstadt Biddle and Regency regarding, accounting, tax, regulatory, legal or similar matters as to which Eastdil Secured understood that Urstadt Biddle and Regency obtained such advice as they deemed necessary from qualified professionals.

In connection with rendering its opinion, Eastdil Secured performed certain financial, comparative and other analyses as summarized below. This summary is not a complete description of the financial analyses performed and factors considered in connection with such opinion. In arriving at its opinion, Eastdil Secured did not ascribe a specific value to Urstadt Biddle or Regency but rather made its determinations as to the fairness, from a financial point of view, of the exchange ratio on the basis of various financial and comparative analyses taken as a whole. The preparation of a financial opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a financial opinion is not readily susceptible to summary description.

In arriving at its opinion, Eastdil Secured did not attribute any particular weight to any single analysis or factor considered but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered and in the context of the circumstances of the particular transaction. Accordingly, the analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying such opinion. The fact that any specific analysis has been referred to in the summary below is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary. No company is identical to Urstadt Biddle or Regency and an evaluation of Eastdil Secured’s analyses is not entirely mathematical; rather, such analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading or other values of the companies reviewed.

In performing its analyses, Eastdil Secured considered industry performance, general business and economic conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Urstadt Biddle, Regency or any other parties to the mergers and related transactions. None of Urstadt Biddle, Regency, Eastdil Secured or any other person assumes responsibility if future results are different from those described whether or not any such difference is material. Any estimates contained in these analyses and the ranges of values resulting from any particular analysis are not necessarily indicative of actual values or predictive

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of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of properties, businesses or securities do not purport to be appraisals or necessarily reflect the prices at which properties, businesses or securities may actually be sold or acquired. Accordingly, the assumptions and estimates used in, and the results derived from, the following analyses are inherently subject to substantial uncertainty.

Summary of Financial Analyses of Eastdil Secured Advisors LLC

The following is a summary of the material financial analyses provided on May 17, 2023 to the Urstadt Biddle board of directors by Eastdil Secured in connection with its opinion. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of such financial analyses. In calculating implied exchange ratio reference ranges as reflected in such analyses, Eastdil Secured (a) compared the low-end of the approximate implied per share equity value reference ranges derived for Urstadt Biddle from such analyses to the high-end of the approximate implied per share equity value reference ranges derived for Regency from such analyses in order to calculate the low-end of the implied exchange ratio reference ranges and (b) compared the high-end of the approximate implied per share equity value reference ranges derived for Urstadt Biddle from such analyses to the low-end of the approximate implied per share equity value reference ranges derived for Regency from such analyses in order to calculate the high-end of the implied exchange ratio reference ranges.

Net Asset Value Analyses. Eastdil Secured performed separate net asset value analyses of Urstadt Biddle and Regency in which Eastdil Secured reviewed Urstadt Biddle’s and Regency’s respective assets and liabilities based on financial and other information and data, as described below.

Urstadt Biddle. Eastdil Secured performed a net asset value analysis of Urstadt Biddle based on Urstadt Biddle’s balance sheet data as of January 31, 2023, publicly available information disclosed in Urstadt Biddle’s public filings and other information and data provided by Urstadt Biddle’s management. An estimated aggregate net asset value reference range for Urstadt Biddle was calculated by taking into account, on an asset-by-asset basis, among other factors, the net operating income forecasts of each asset as provided by Urstadt Biddle management, market and submarket quality, and the asset quality, tenant roster, location, current occupancy levels and lease maturity profiles of such assets. For purposes of its net asset value analysis, Eastdil Secured also took into account, based on Urstadt Biddle’s balance sheet as of January 31, 2023, publicly available information disclosed in Urstadt Biddle’s public filings and other information and data provided by Urstadt Biddle’s management, (i) the total estimated value of Urstadt Biddle’s cash, cash equivalents and other assets, and (ii) the total estimated amount of Urstadt Biddle’s liabilities, including total debt, outstanding contractual leasing costs, and other liabilities and estimated debt marked-to-market valuation. This analysis indicated an approximate implied per share equity value reference range for Urstadt Biddle of $23.39 to $28.96.

Regency. Eastdil Secured performed a net asset value analysis of Regency based on Regency’s portfolio and balance sheet data as of March 31, 2023, publicly available information disclosed in Regency’s public filings and other information and data provided by Regency’s management. An estimated aggregate net asset value reference range for Regency was calculated by taking into account, among other factors, the net operating income forecasts of the portfolio as provided by Regency’s management, market and submarket quality, and the asset quality, tenant roster, location, current occupancy levels and lease maturity profiles of such assets. For purposes of its net asset value analysis, Eastdil Secured also took into account, based on Regency’s portfolio and balance sheet as of March 31, 2023, publicly available information disclosed in Regency’s public filings and other information and data provided by Regency’s management, (i) the total estimated value of Regency’s ground-up development and redevelopment projects in progress, cash, cash equivalents and other assets, and (ii) the total estimated amount of

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Regency’s liabilities, including total debt and other liabilities and estimated debt marked-to-market valuation. This analysis indicated an approximate implied per share equity value reference range for Regency of $57.78 to $71.34.

Utilizing the approximate implied per share equity value reference ranges derived for Urstadt Biddle and Regency described above, Eastdil Secured calculated the following approximate implied exchange ratio reference range, as compared to the exchange ratio:

Selected Publicly Traded Companies Analyses. Eastdil Secured performed separate selected publicly traded companies analyses of Urstadt Biddle and Regency in which Eastdil Secured reviewed and compared financial and operating data relating to Urstadt Biddle, Regency and the selected publicly traded companies listed below.

Urstadt Biddle. Eastdil Secured reviewed and compared financial and operating data relating to Urstadt Biddle and the following 6 selected U.S. publicly traded commercial REITs with the scale and operational focus that Eastdil Secured deemed generally relevant (which we refer to in this section as the “selected Urstadt Biddle REITs”):

Eastdil Secured reviewed closing stock prices on May 16, 2023 of the selected Urstadt Biddle REITs as multiples of calendar year 2024 estimated funds from operations per share (which we refer to in this section as “FFO per share”) and estimated FFO per share as adjusted for certain items, including but not limited to normalized recurring capital expenditures and the adjustment to GAAP revenue to “straight-line” rents as applicable (which we refer to in this section as “AFFO per share”). Eastdil Secured also calculated and compared total enterprise values of the selected Urstadt Biddle REITs as multiples of calendar year 2024 estimated earnings before interest, taxes, depreciation and amortization (which we refer to in this section as “EBITDA”). Estimated financial data of the selected Urstadt Biddle REITs were based on public filings, publicly available research analysts’ consensus estimates and other publicly available information. Estimated financial data of Urstadt Biddle was based on the Urstadt Biddle Forecasts.

The overall low to high calendar year 2024 estimated FFO per share and AFFO per share multiples observed for the selected Urstadt Biddle REITs were 8.1x to 12.2x (with a mean of 10.1x and a median of 10.6x) and 9.9x to 15.1x (with a mean of 12.6x and a median of 12.5x), respectively, and the overall low to high calendar year 2024 estimated EBITDA multiples observed for the selected Urstadt Biddle REITs were 12.5x to 15.6x (with a mean of 14.1x and a median of 14.2x). Eastdil Secured then applied selected ranges of calendar year 2024 estimated FFO per share and AFFO per share multiples of 8.5x to 12.0x and 10.5x to 14.0x, respectively, and selected ranges of calendar year 2024 estimated EBITDA multiples of 13.0x to 15.0x, derived from the selected Urstadt Biddle REITs to corresponding data of Urstadt Biddle based on the Urstadt Biddle Forecasts. Based on this analysis, Eastdil Secured selected approximate implied per share equity value reference ranges for Urstadt Biddle, based on calendar year 2024 estimated FFO per share and AFFO per share multiples, of $16.69 to $23.56 and $19.04 to $25.38, respectively, and, based on calendar year 2024 estimated EBITDA multiples, of $20.01 to $25.55.

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Regency. Eastdil Secured reviewed and compared financial and operating data relating to Regency and the following 7 selected U.S. publicly traded commercial REITs with the scale and operational focus that Eastdil Secured deemed generally relevant (which we refer to in this section as the “selected Regency REITs”):

Eastdil Secured reviewed closing stock prices on May 16, 2023 of the selected Regency REITs as multiples of calendar year 2024 estimated FFO per share and estimated AFFO per share. Eastdil Secured also calculated and compared total enterprise values of the selected Regency REITs as multiples of calendar year 2024 estimated EBITDA. Estimated financial data of the selected Regency REITs were based on public filings, publicly available research analysts’ consensus estimates and other publicly available information. Estimated financial data of Regency were based on the Regency Forecasts.

The overall low to high calendar year 2024 estimated FFO per share and AFFO per share multiples observed for the selected Regency REITs were 9.6x to 13.1x (with a mean of 10.9x and a median of 10.9x) and 12.5x to 17.1x (with a mean of 14.1x and a median of 13.8x), respectively, and the overall low to high calendar year 2024 estimated EBITDA multiples observed for the selected Regency REITs were 12.5x to 15.9x (with a mean of 13.9x and a median of 13.5x). Eastdil Secured then applied selected ranges of calendar year 2024 estimated FFO per share and AFFO per share multiples of 10.0x to 13.5x and 13.5x to 16.5x, respectively, and selected ranges of calendar year 2024 estimated EBITDA multiples of 13.0x to 16.0x, derived from the selected Regency REITs to corresponding data of Regency based on the Regency Forecasts. Based on this analysis, Eastdil Secured selected approximate implied per share equity value reference ranges for Regency, based on calendar year 2024 estimated FFO per share and AFFO per share multiples, of $41.80 to $56.43 and $46.71 to $57.09, respectively, and, based on calendar year 2024 EBITDA multiples, of $42.60 to $58.00.

Utilizing the approximate implied per share equity value reference ranges derived for Urstadt Biddle and Regency described above, Eastdil Secured calculated the following approximate implied exchange ratio reference ranges, as compared to the exchange ratio:

Discounted Cash Flow Analyses. Eastdil Secured performed separate discounted cash flow analyses of Urstadt Biddle and Regency to calculate implied per share equity value reference ranges for Urstadt Biddle and Regency.

Urstadt Biddle. Eastdil Secured calculated the unlevered free cash flows that Urstadt Biddle is forecasted to generate during the last six months of calendar year ending December 31, 2023 through the full calendar year ending December 31, 2034 utilizing the Urstadt Biddle Forecasts. Eastdil Secured also calculated a range of future residual values for Urstadt Biddle at the end of this period by applying residual capitalization rates ranging from 7.00% to 8.00%, which was estimated by Eastdil Secured utilizing professional judgement and experience, to estimates of Urstadt Biddle’s cash net operating income for the calendar year ending December 31, 2034, as provided in the Urstadt Biddle Forecasts, and added estimates of the residual value of certain properties and related businesses.

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Eastdil Secured then discounted the unlevered free cash flow estimates and the range of residual values to present value as of July 1, 2023 using discount rates ranging from 9.00% to 11.00%, which ranges were chosen by Eastdil Secured based upon an analysis of Urstadt Biddle’s weighted average cost of capital utilizing the capital asset pricing model (“CAPM”). The present value of the unlevered free cash flow estimates and the range of residual values were then adjusted by factoring in the net other assets and liabilities, debt, and preferred equity as of January 31, 2023.

Based on the foregoing, this analysis indicated approximate implied per share equity value reference ranges for Urstadt Biddle of $20.35 to $28.10.

Regency. Eastdil Secured calculated the unlevered free cash flows that Regency is forecasted to generate during the last six months of calendar year ending December 31, 2023 through the full calendar year ending December 31, 2027 utilizing the Regency Forecasts as adjusted for certain items as approved by Urstadt Biddle management, including adjustments for dividend payments, interest expense, estimated non-recurring capital expenditures and adjustments to exclude potential future acquisitions, dispositions and development activities that were not in-process. The unlevered free cash flows and other related cash flow line items for Regency for the last six months of calendar year ending December 31, 2023 were estimated to be one-half of the full-year forecasts for the calendar year ending December 31, 2023 as set forth in the Regency Forecasts. Eastdil Secured also calculated a range of future residual values for Regency at the end of this period by applying residual capitalization rates ranging from 5.90% to 6.90%, which was estimated by Eastdil Secured utilizing professional judgement and experience, to estimates of Regency’s net operating income for the calendar year ending December 31, 2027, as provided in the Regency Forecasts and adjusted to exclude potential future acquisitions, dispositions, and development activities that were not in-process, and added estimates of the residual value of certain properties and related businesses, utilizing the Regency Forecasts as approved by Urstadt Biddle management.

Eastdil Secured then discounted the unlevered free cash flow estimates and the range of residual values to present value as of July 1, 2023 using discount rates ranging from 7.00% to 9.00%, which ranges were chosen by Eastdil Secured based upon an analysis of Regency’s weighted average cost of capital utilizing the CAPM. The present value of the unlevered free cash flow estimates and the range of residual values were then adjusted by factoring in the net other assets and liabilities and debt as of March 31, 2023.

Based on the foregoing, this analysis indicated approximate implied per share equity value reference ranges for Regency of $57.67 to $73.93.

Utilizing the approximate implied per share equity value reference ranges derived for Urstadt Biddle and Regency described above, Eastdil Secured calculated the following approximate implied exchange ratio reference range, as compared to the exchange ratio:

General

Eastdil Secured is an internationally recognized real estate investment banking firm which is regularly engaged in providing financial advisory services in connection with mergers and acquisitions. Urstadt Biddle selected Eastdil Secured as a financial advisor in connection with the mergers because of its qualifications, reputation and experience generally and particularly in the real estate industry and its familiarity with Urstadt Biddle and its business. The issuance of Eastdil Secured’s opinion was approved by an authorized committee of Eastdil Secured.

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Urstadt Biddle has agreed to pay Eastdil Secured for its financial advisory services in connection with the mergers an aggregate fee currently estimated to be approximately $7 million, a portion of which was payable upon delivery of its opinion and approximately $6.25 million of which is contingent upon consummation of the mergers. Urstadt Biddle also has agreed to reimburse certain of Eastdil Secured’s expenses, including fees and disbursements of Eastdil Secured’s counsel, and to indemnify Eastdil Secured and certain related parties against certain liabilities, including liabilities under the U.S. federal securities laws, that may arise out of Eastdil Secured’s engagement.

Eastdil Secured and its affiliates provide a full range of investment banking and financial advisory, property sales and debt placement services in the ordinary course of business, for which Eastdil Secured and such affiliates receive customary fees. Eastdil Secured and its affiliates in the past have provided, currently are providing and in the future may provide investment banking and other financial services to Urstadt Biddle, Regency and certain of their respective affiliates for which Eastdil Secured and its affiliates have received and would expect to receive fees including, during the two-year period prior to the date of Eastdil Secured’s opinion, having acted as debt placement agent to Regency in which Eastdil Secured and its affiliates received aggregate fees of approximately $550,000 from Regency.

Certain Urstadt Biddle Unaudited Prospective Financial Information

Urstadt Biddle does not as a matter of course make public long-term projections as to future revenues, cash net operating income, EBITDA, funds from operations, funds from operations, as adjusted, unlevered free cash flow or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the mergers and the other transactions contemplated by the merger agreement, Urstadt Biddle management prepared and provided to the Urstadt Biddle board of directors in connection with its evaluation of the mergers and the other transactions contemplated by the merger agreement, and to Urstadt Biddle’s lead financial advisor, Eastdil Secured, for its use and reliance in connection with its financial analyses and opinion (described in this proxy statement/prospectus in the section entitled “The Mergers—Opinion of Urstadt Biddle’s Financial Advisor”), certain unaudited prospective financial information on a standalone basis regarding Urstadt Biddle’s operations for the second half of calendar year 2023 and calendar years 2024 through 2034 (the “Urstadt Biddle Forecasts”).

The Urstadt Biddle Forecasts do not give effect to the mergers or entry into the merger agreement, including any potential synergies that may be achieved by the combined company as a result of the mergers, any changes to Urstadt Biddle’s strategy or operations that may be implemented after the consummation of the mergers or any costs incurred in connection with the mergers. The Urstadt Biddle board of directors did not quantify synergies that may be achieved by the combined company as a result of the mergers. Furthermore, the Urstadt Biddle Forecasts do not take into account the effect of any failure of the mergers to be completed and should not be viewed as relevant or continuing in that context.

The below summary of the Urstadt Biddle Forecasts is included for the purpose of providing Urstadt Biddle stockholders access to certain non-public information that was furnished to the Urstadt Biddle board of directors and Eastdil Secured in connection with the mergers and such information may not be appropriate for other purposes, and is not included to induce any holder of UB common stock or UB Class A common stock to vote in favor of the proposals contained in this proxy statement/prospectus or to influence any Urstadt Biddle stockholder or any other person to make an investment decision with respect to the mergers or otherwise.

The Urstadt Biddle Forecasts were not prepared with a view toward public disclosure, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of prospective financial information, or GAAP, but, in the view of Urstadt Biddle management, were reasonably prepared and reflect the best available estimates, judgments and assumptions at the time of preparation, to the best of Urstadt Biddle management’s knowledge and belief, as to the expected future financial performance of Urstadt Biddle. The

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inclusion of the Urstadt Biddle Forecasts should not be regarded as an indication that such information is predictive of actual future events or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Urstadt Biddle Forecasts.

While presented with numeric specificity, the Urstadt Biddle Forecasts set forth below were based on numerous variables, expectations and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Urstadt Biddle’s business) available at the time they were prepared as to certain business decisions that are subject to change. Further, such variables, expectations and assumptions are inherently subjective and uncertain and are beyond the control of Urstadt Biddle. Some or all of the variables, expectations and assumptions underlying the Urstadt Biddle Forecasts may have changed since the date the Urstadt Biddle Forecasts were prepared. Important factors that may affect actual results and cause the Urstadt Biddle Forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to Urstadt Biddle’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, general business and economic conditions and other factors described in the sections of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, there can be no assurance that the projected results summarized below will be realized. Urstadt Biddle stockholders are urged to review the most recent SEC filings of Urstadt Biddle for a description of Urstadt Biddle’s reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Urstadt Biddle’s Annual Report on Form 10-K for the year ended October 31, 2022 and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this proxy statement/prospectus.

None of Urstadt Biddle, Regency or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the Urstadt Biddle Forecasts.

URSTADT BIDDLE UNDERTAKES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE BELOW URSTADT BIDDLE FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THE URSTADT BIDDLE FORECASTS WERE GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR. SINCE THE URSTADT BIDDLE FORECASTS COVER MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES LESS PREDICTIVE WITH EACH SUCCESSIVE YEAR.

The financial metrics presented in this section are “non-GAAP financial measures” as set forth in Item 10(e) of Regulation S-K and should not be considered as alternatives to net income (determined in accordance with GAAP) or as an indication of Urstadt Biddle’s future performance. None of these non-GAAP measures represents cash generated from operating activities determined in accordance with GAAP, and none are a measure of liquidity or an indicator of Urstadt Biddle’s ability to make cash distributions. The Urstadt Biddle Forecasts should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the below Urstadt Biddle Forecasts) in connection with a proposed transaction like the mergers when the disclosure is included in a document like this proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by Eastdil Secured for purposes of its opinion or by the Urstadt Biddle board of directors in connection with its consideration of the mergers. Accordingly, Urstadt Biddle has not provided a reconciliation of the non-GAAP financial measures to the relevant GAAP financial measures.

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Urstadt Biddle has not made, and is not making, any representation to any Urstadt Biddle stockholder, in the merger agreement or otherwise, concerning the Urstadt Biddle Forecasts or regarding the ultimate performance of Urstadt Biddle compared to the Urstadt Biddle Forecasts or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the Urstadt Biddle Forecasts, Urstadt Biddle urges all stockholders of Urstadt Biddle not to place undue reliance on such information and to review Urstadt Biddle’s most recent SEC filings for a description of Urstadt Biddle’s reported financial results.

Neither Urstadt Biddle’s registered public accounting firm, PKF O’Connor Davies, LLP, nor any other registered public accounting firm has compiled, examined or performed any audit or other procedures with respect to the Urstadt Biddle Forecasts contained herein, nor has any registered public accounting firm expressed any opinion or any other form of assurance on such information or its achievability. The report of PKF O’Connor Davies, LLP contained in Urstadt Biddle’s Annual Report on Form 10-K for the year ended October 31, 2022, which is incorporated by reference into this proxy statement/prospectus, relates to the historical financial information of Urstadt Biddle. It does not extend to the Urstadt Biddle Forecasts and should not be read to do so. Furthermore, the Urstadt Biddle Forecasts do not take into account any circumstances or events occurring after the dates on which it was prepared.

In preparing the Urstadt Biddle Forecasts included in this proxy statement/prospectus, Urstadt Biddle made a number of assumptions regarding, among other things, lease-up rates of existing assets, occupancy and tenant retention levels, changes in rent and operating expenses, the scope, timing and cost of tenant inducements, interest rates, corporate financing activities, the amount, timing, cost and lease-up rates of existing development, the amount of liquor store and third-party fee income, the amount of general and administrative costs, the amount of taxes paid and future non-recurring capital expenditures. The Urstadt Biddle Forecasts exclude adjustments relating to potential future dividend payments or potential future acquisitions, dispositions and development activities that were not in-process.

The following table presents a summary of the Urstadt Biddle Forecasts (amounts may reflect rounding).

Urstadt Biddle Forecasts

($ in millions, except per share data)

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Certain Regency Unaudited Prospective Financial Information

Regency does not as a matter of course make public long-term projections as to future total net operating income, funds from operations, adjusted funds from operations, free cash flow or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. However, in connection with the mergers and the other transactions contemplated by the merger agreement, Regency management prepared and provided to Urstadt Biddle’s lead financial advisor, Eastdil Secured, for its use and reliance in connection with its financial analyses and opinion, as approved by Urstadt Biddle management (described in this proxy statement/prospectus in the section entitled “The Mergers— Opinion of Urstadt Biddle’s Financial Advisor”), certain unaudited prospective financial information on a standalone basis regarding Regency’s operations for the calendar years 2023 through 2027 (the “Regency Forecasts”).

The Regency Forecasts do not give effect to the mergers or entry into the merger agreement, including any potential synergies that may be achieved by the combined company as a result of the mergers, any changes to Regency’s strategy or operations that may be implemented after the consummation of the mergers or any costs incurred in connection with the mergers. Regency did not quantify synergies that may be achieved by the combined company as a result of the mergers. Furthermore, the Regency Forecasts do not take into account the effect of any failure of the mergers to be completed and should not be viewed as relevant or continuing in that context.

The below summary of the Regency Forecasts is included for the purpose of providing Urstadt Biddle stockholders access to certain non-public information that was furnished to Eastdil Secured in connection with the mergers and such information may not be appropriate for other purposes, and is not included to induce any holder of UB common stock or UB Class A common stock to vote in favor of the proposals contained in this proxy statement/prospectus or to influence any Urstadt Biddle stockholder or any other person to make an investment decision with respect to the mergers or otherwise.

The Regency Forecasts were not prepared with a view toward public disclosure, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for the preparation and presentation of prospective financial information, or GAAP, but, in the view of Regency management, were reasonably prepared and reflect the best available estimates, judgments and assumptions at the time of preparation, to the best of Regency management’s knowledge and belief, as to the expected future financial performance of Regency. The inclusion of the Regency Forecasts should not be regarded as an indication that such information is predictive of actual future events or results and such information should not be relied upon as such, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the Regency Forecasts. Note further that Regency defines certain metrics differently than does Urstadt Biddle. The definitions that Regency uses are included underneath the summary of Regency Forecasts table below.

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While presented with numeric specificity, the Regency Forecasts set forth below were based on numerous variables, expectations and assumptions (including assumptions related to industry performance and general business, economic, market and financial conditions and additional matters specific to Regency’s business) available at the time they were prepared as to certain business decisions that are subject to change. Further, such variables, expectations and assumptions are inherently subjective and uncertain and are beyond the control of Regency. Some or all of the variables, expectations and assumptions underlying the Regency Forecasts may have changed since the date the Regency Forecasts were prepared. Important factors that may affect actual results and cause the Regency Forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to Regency’s business (including its ability to achieve strategic goals, objectives and targets over applicable periods), industry performance, the regulatory and competitive environment, general business and economic conditions and other factors described in the sections of this proxy statement/prospectus entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” As a result, actual results may differ materially from those contained in this unaudited prospective financial information. Accordingly, there can be no assurance that the projected results summarized below will be realized. Urstadt Biddle stockholders are urged to review the most recent SEC filings of Regency for a description of Regency’s reported and anticipated results of operations and financial condition and capital resources, including in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Regency’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q, which are incorporated by reference into this proxy statement/prospectus.

None of Regency, Urstadt Biddle or their respective officers, directors, affiliates, advisors or other representatives can give you any assurance that actual results will not differ materially from the Regency Forecasts.

REGENCY UNDERTAKES NO OBLIGATION TO UPDATE OR OTHERWISE REVISE OR RECONCILE THE BELOW REGENCY FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE THE REGENCY FORECASTS WERE GENERATED OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING SUCH INFORMATION ARE SHOWN TO BE IN ERROR. SINCE THE REGENCY FORECASTS COVER MULTIPLE YEARS, SUCH INFORMATION BY ITS NATURE BECOMES LESS PREDICTIVE WITH EACH SUCCESSIVE YEAR.

The financial metrics presented in this section are “non-GAAP financial measures” as set forth in Item 10(e) of Regulation S-K and should not be considered as alternatives to net income (determined in accordance with GAAP) or as an indication of Regency’s future performance. None of these non-GAAP measures represents cash generated from operating activities determined in accordance with GAAP, and none are a measure of liquidity or an indicator of Regency’s ability to make cash distributions. The Regency Forecasts should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the below Regency Forecasts) in connection with a proposed transaction like the mergers when the disclosure is included in a document like this proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by Eastdil Secured for purposes of its opinion or by the Urstadt Biddle board of directors in connection with its consideration of the mergers. Accordingly, Regency and Urstadt Biddle have not provided a reconciliation of the non-GAAP financial measures to the relevant GAAP financial measures.

Neither Urstadt Biddle nor Regency has made, and neither is making, any representation to any Urstadt Biddle stockholder, in the merger agreement or otherwise, concerning the Regency Forecasts or regarding the ultimate performance of Regency compared to the Regency Forecasts or that the projected results will be achieved. In light of the foregoing factors and the uncertainties inherent in the Regency Forecasts, Regency urges all stockholders of Urstadt Biddle and Regency not to place undue reliance on such information and to review Regency’s most recent SEC filings for a description of Regency’s reported financial results.

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Neither Regency’s registered public accounting firm, KPMG, LLP, nor any other registered public accounting firm has compiled, examined or performed any audit or other procedures with respect to the Regency Forecasts contained herein, nor has any registered public accounting firm expressed any opinion or any other form of assurance on such information or its achievability. The report of KPMG, LLP contained in Regency’s Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated by reference into this proxy statement/prospectus, relates to the historical financial information of Regency. It does not extend to the Regency Forecasts and should not be read to do so. Furthermore, the Regency Forecasts do not take into account any circumstances or events occurring after the dates on which it was prepared.

In preparing the Regency Forecasts included in this proxy statement/prospectus, Regency made a number of assumptions regarding, among other things, lease-up rates of existing assets, occupancy and tenant retention levels, changes in rent and operating expenses, the scope, timing and cost of tenant inducements, interest rates, corporate financing activities, the amount, timing, cost and lease-up rates of existing and planned development, annual dividend levels, the amount of external acquisitions and dispositions, the amount of general and administrative costs, the amount of taxes paid and future capital expenditures.

The following tables present a summary of the Regency Forecasts (amounts may reflect rounding).  

Regency Forecasts

($ in millions, except per share data)

In addition, the Regency Forecasts included the following metrics:

Regency Forecasts

($ in millions, except per share data)

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Interests of Urstadt Biddle Directors and Executive Officers in the Mergers

Urstadt Biddle directors and executive officers may have certain interests in the mergers and the other transactions contemplated by the merger agreement that may be different from, or in addition to, the interests of Urstadt Biddle stockholders generally. The members of the Urstadt Biddle board of directors were aware of and considered these interests in reaching the determination to approve the mergers and the other transactions contemplated by the merger agreement and recommend to the holders of UB common stock and UB Class A common stock that they vote to approve the proposals to be voted on the special meeting.

The Urstadt Biddle executive officers for purposes of the discussion below are Willing L. Biddle (President and Chief Executive Officer), John T. Hayes (Senior Vice President and Chief Financial Officer), Charles D. Urstadt (Executive Chairman), Stephan A. Rapaglia (Senior Vice President and Chief Operating Officer) and Miyun Sung (Senior Vice President, Chief Legal Officer and Secretary).

Treatment of Equity and Equity-Based Awards

Each of the Urstadt Biddle directors and executive officers will be entitled to receive, for each share of UB common stock and UB Class A common stock he or she holds at the first merger effective time, the same merger consideration in the same manner as other holders of UB common stock and UB Class A common stock. For information regarding beneficial ownership of UB common stock and UB Class A common stock, other than outstanding equity-based awards that will accelerate as a result of the mergers as described below, by each of the Urstadt Biddle directors and named executive officers and all of such directors and executive officers as a group, please see the section entitled “Security Ownership of Certain Beneficial Owners and Management.”

At the first merger effective time, except as described in the immediately following paragraph, each then-outstanding UB restricted stock award will first be converted into a UB Sub I restricted stock award. Each such UB Sub I restricted stock award that is outstanding as of immediately prior to the second merger effective time will then, at the second merger effective time, vest in full and, following any net settlement, be converted into the right to receive (a) a number of shares of Regency common stock equal to the product of (i) the number of shares of UB Sub I common stock or UB Sub I Class A common stock, as applicable, underlying such UB Sub I restricted stock award and (ii) the exchange ratio, plus (b) cash in lieu of fractional shares of Regency common stock into which UB Sub I restricted stock awards would have been converted.

It is expected that, in connection with the mergers, Mr. Biddle will enter into a consulting agreement with Regency pursuant to which, among other things, his UB Sub I restricted stock awards would convert into restricted stock awards with respect to Regency common stock based on the exchange ratio and with terms and conditions materially similar to those of his UB Sub I restricted stock awards, except that Mr. Biddle would no longer be entitled to the acceleration of vesting upon completion of the mergers, but he would be entitled to the acceleration of vesting upon the termination of such consulting agreement.

The following table sets forth (i) the number of UB restricted stock awards with respect to shares of UB common stock and UB Class A common stock held by each Urstadt Biddle director and named executive officer as of July 6, 2023, the latest practicable date before the filing of this proxy statement/prospectus, and (ii) the value of such UB restricted stock awards. The values in the table below have been determined assuming a share price of $19.32 and $19.59, which were the average closing prices of a share of UB common stock and UB Class A common stock, respectively, over the first five trading days following the first public announcement of the mergers on May 18, 2023. The amounts reflected in the table below exclude any UB restricted stock awards

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that are vested or are expected to vest in accordance with their terms prior to July 6, 2023 (the assumed closing date of the mergers solely for purposes of this compensation-related disclosure).

Severance Entitlements

Each of the Urstadt Biddle executive officers is party to a change in control agreement (“change in control agreement”) with Urstadt Biddle, each dated as of January 12, 2022. The change in control agreements each provide that if an executive officer’s employment is terminated by the executive officer for “good reason” or by Urstadt Biddle without “cause,” in each case within six months prior to, on the date of or within 18 months following a change in control (as such term is defined in the change in control agreements), the executive officer will be entitled to receive a lump sum cash payment equal to:

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Additionally, the executive officer’s unvested UB restricted stock awards that are subject solely to time-based vesting conditions will become fully vested and nonforfeitable as of the date of the executive officer’s termination of employment (or, if the executive officer’s termination of employment occurs prior to the date of the change in control, as of the date of the change in control).

Urstadt Biddle is also obligated to maintain, for a period of 12 months after the date of the executive officer’s termination of employment or, if earlier, until the executive officer becomes eligible to receive coverage under another employer’s group health plan (the “Benefits Period”), and at the same level and for the benefit of the executive officer’s family, where applicable, all life insurance, disability, medical and other benefit programs or arrangements in which the executive officer is participating or to which the executive officer is entitled at the date of the change in control (or, if the executive officer’s termination of employment occurs prior to the date of the change in control, at the date of termination) in each case at the same level and for the benefit of the executive officer’s family, where applicable.

The mergers will constitute a change in control for purpose of the change in control agreements.

Each executive officer’s receipt of the severance benefits pursuant to the change in control agreements is subject to the executive officer’s execution and non-revocation of a release of claims in favor of Urstadt Biddle and compliance with the restrictive covenants set forth in the change in control agreement. The change in control agreements contain restrictive covenants relating to the non-disclosure of confidential information, non-competition, non-solicitation of employees and customers, and mutual non-disparagement. The non-competition and non-solicitation covenants run until the later of (i) 24 months following the date of a change in control that occurs during the executive officer’s employment with Urstadt Biddle or (ii) 12 months following the executive officer’s termination of employment.

For purposes of the change in control agreements, “cause” generally means termination of the executive officer’s employment by Urstadt Biddle because of dishonesty, conviction of a felony, gross neglect of duties (other than as a result of disability or death), or conflict of interest (other than any conflict of interest which has been fully disclosed to the Urstadt Biddle board of directors and has been determined by them not to be material), which, in the case of gross neglect or conflict, will continue for 30 days after Urstadt Biddle gives written notice to the executive officer requesting the cessation of such gross neglect or conflict, as the case may be.

For purposes of the change in control agreements, “good reason” generally means the executive officer’s voluntary termination of employment within 180 days following the occurrence of any of the following events without the executive officer’s express consent, unless the event is fully corrected by Urstadt Biddle within 30 days after the executive officer notifies Urstadt Biddle of the event: (i) a change in the executive officer’s authority, duties or responsibilities which represents a material diminution in his or her authority, duties or responsibilities immediately prior to a change in control (or, if earlier, the date on which the executive officer’s employment terminates); (ii) a material reduction in the executive officer’s base salary for any calendar year below the level of the executive officer’s base salary in the completed calendar year immediately preceding a change in control (or, if earlier, the date on which the executive officer’s employment terminates); (iii) a relocation of the executive officer outside a 35 mile radius of the executive officer’s work site; (iv) Urstadt Biddle fails to require a successor to all or substantially all of its businesses and/or assets by sale, merger (where Urstadt Biddle is not the surviving entity), lease or otherwise to expressly assume the change in control agreement; or (v) any other material breach by Urstadt Biddle of the terms of change in control agreement.

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The table below summarizes the estimated value of severance benefits payable to each Urstadt Biddle executive officer pursuant to the change in control agreements in the event of certain qualifying terminations within six months prior to, on the date of or within 18 months following completion of the mergers.

2023 Annual Bonus

Pursuant to the terms of the merger agreement, each of the Urstadt Biddle executive officers is expected to a receive a 2023 pro-rated cash bonus for the portion of the calendar year attributable to the period prior to the closing of the mergers. The table below presents the pro-rated potential cash bonus to be received by each executive officer:

Proposed Consulting Agreements

It is expected that, in connection with the mergers, Mr. Biddle will enter into a consulting agreement with Regency to assist and advise Regency on transition matters, and reflecting the mutual understanding of the parties, with the specific terms and conditions to be agreed upon by Regency and Mr. Biddle in good faith prior to the closing of the mergers and which consulting arrangement shall (i) have a term commencing on Mr. Biddle’s date of termination of employment with Urstadt Biddle and ending not less than nine months or

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more than 12 months thereafter and (ii) provide that Mr. Biddle’s restricted Regency common stock, including the restricted Regency common stock that rolled over from UB restricted stock awards and that would, but for this agreement, have vested in connection with the mergers pursuant to Mr. Biddle’s change in control agreement, shall become fully vested and nonforfeitable as of the termination of such consulting arrangement.

In connection with the mergers, Regency will offer consulting agreements to each of the named executive officers (other than Mr. Biddle) to assist and advise Regency on transition matters and reflecting the mutual understanding of the parties, with the specific terms and conditions to be agreed upon by Regency and each such named executive officer in good faith prior to the closing of the mergers and which consulting arrangements shall (i) have a term commencing on such named executive officer’s date of termination of employment with Urstadt Biddle and ending not less than six months or more than nine months thereafter and (ii) provide for a monthly payment to such named executive officers.

Director and Officer Indemnification and Insurance

Pursuant to the terms of the merger agreement, the Urstadt Biddle directors and executive officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies following the mergers. For a more detailed description of the provisions of the merger agreement relating to director and officer indemnification, please see the section entitled “The Merger Agreement — Director and Officer Indemnification and Insurance.”

Quantification of Potential Payments and Benefits to Urstadt Biddle Named Executive Officers in Connection with the Mergers

In accordance with Item 402(t) of Regulation S-K, the table below sets forth estimates of the amounts of compensation that are based on or otherwise relate to the mergers and that will or may be paid or become payable to the Urstadt Biddle named executive officers either immediately following completion of the mergers (i.e., on a “single-trigger” basis) or in the event of certain qualifying terminations of employment in connection with the mergers (i.e., on a “double-trigger” basis). Holders of UB common stock and UB Class A common stock are being asked to approve, on a non-binding, advisory basis, such compensation for the Urstadt Biddle named executive officers. Because the vote to approve such compensation is advisory only, it will not be binding on either Urstadt Biddle, the Urstadt Biddle board of directors or Regency. Accordingly, if the Merger Proposal is approved by the holders of UB common stock and UB Class A common stock and the mergers are completed, the compensation payments are contractually required to be paid by Urstadt Biddle to its named executive officers and will or may be paid, subject only to the conditions applicable thereto, which are described in the footnotes to the table below. For additional information, see the section entitled “The Mergers — Interests of Urstadt Biddle Directors and Executive Officers in the Mergers.”

The potential payments in the tables below are quantified in accordance with Item 402(t) of Regulation S-K. The estimated values are based on:

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In addition, the amounts indicated below are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement/prospectus, and do not reflect certain compensation actions that may occur before completion of the mergers. As a result, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

Potential Payments to Urstadt Biddle Named Executive Officers

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Treatment of UB Restricted Stock Awards in the Mergers

Upon the terms and subject to the conditions of the merger agreement, at the first merger effective time, each then-outstanding UB restricted stock award will first be converted into, except as described in the immediately following paragraph, a UB Sub I restricted stock award. Each such UB Sub I restricted stock award that is outstanding as of immediately prior to the second merger effective time will then, at the second merger effective time, vest in full and, following any net settlement, be converted into the right to receive (a) a number of shares of Regency common stock equal to the product of (i) the number of shares of UB Sub I common stock or UB Sub I Class A common stock, as applicable, underlying such UB Sub I restricted stock award and (ii) the exchange ratio, plus (b) cash in lieu of fractional shares of Regency common stock into which UB Sub I restricted stock awards would have been converted.

It is expected that, in connection with the mergers, Mr. Biddle will enter into a consulting agreement with Regency pursuant to which, among other things, his UB Sub I restricted stock awards would convert into restricted stock awards with respect to Regency common stock based on the exchange ratio and with terms and conditions materially similar to those of his UB Sub I restricted stock awards, except that Mr. Biddle would no longer be entitled to the acceleration of vesting upon completion of the mergers, but he would be entitled to the acceleration of vesting upon the termination of such consulting agreement.

Accounting Treatment

In accordance with FASB ASC Topic 805, Business Combinations, a screen test is required to evaluate if substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition. In the event that the screen test is not met, the rules require a further assessment to determine whether an asset acquisition or a business combination has occurred. In addition, the rules require the identification of the acquirer, the determination of the acquisition date, the recognition and measurement, at fair value, of the identifiable assets acquired, liabilities assumed and any noncontrolling interest in the consolidated subsidiaries of the acquiree. The primary accounting differences between an asset acquisition and a business combination are that transaction costs are capitalized in an asset acquisition versus expensed in a business combination, and that no goodwill or bargain purchase gain is recorded in an asset acquisition, although there need not be goodwill or a bargain purchase gain in a business combination. The determination to account for the mergers as an asset acquisition or business combination will be made closer to the closing of the mergers.

Regulatory Matters

Regency and Urstadt Biddle have each agreed to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with each other in doing, all things necessary, proper or advisable under applicable law to consummate and make effective, as promptly as practicable, the mergers and the other transactions contemplated by the merger agreement.

There can be no assurances that all requisite regulatory approvals will be obtained and, if obtained, there can be no assurances as to the timing of any approvals, Regency’s and Urstadt Biddle’s ability to obtain the approvals

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on satisfactory terms or the absence of any litigation challenging such approvals. For more information, see the section entitled “Risk Factors,” beginning on page 23 of this proxy statement/prospectus.

The parties’ respective obligations to complete the mergers are conditioned, among other matters, upon (i) the absence of any temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the mergers, (ii) the absence of any law, statute, rule or regulation having been enacted, entered, issued, enforced or promulgated by any governmental authority after the date of merger agreement and remaining in effect, that, in any case, makes illegal the consummation of the mergers and (iii) the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, and the registration statement not being the subject of any stop order or proceeding seeking a stop order.

Regency and Urstadt Biddle are not aware of any other material federal or state regulatory requirements that must be complied with, or approvals that must be obtained, in connection with the mergers or the other transactions contemplated by the merger agreement.

Exchange of Shares in the Mergers

The First Merger

Holders of UB common stock, UB Class A common stock, and UB preferred stock as of the first merger effective time will not be required to surrender their certificates (or book-entry shares or other instruments) of UB common stock, UB Class A common stock, or UB preferred stock or take any other action in order to receive UB Sub I common shares or UB Sub I preferred stock, as applicable, in the first merger. Each certificate (or book-entry share) representing outstanding UB common stock, UB Class A common stock, or UB preferred stock will automatically be deemed, from and after the first merger effective time through the second merger effective time, to represent the same number of shares of capital stock of UB Sub I into which such shares are converted in the first merger in accordance with the merger agreement.

The Second Merger

The merger agreement provides that, at or prior to the second merger effective time, Regency will deposit with the exchange agent for the benefit of the holders of UB Sub I common shares and shares of UB Sub I preferred stock other than UB Sub I common shares and shares of UB Sub I preferred stock owned directly by Urstadt Biddle, Regency, UB Sub I or Merger Sub, which will be retired and shall cease to exist (which shares we refer to as the “excluded shares”), (i) evidence of the shares of Regency common stock and Regency preferred stock in book-entry form equal to the aggregate shares to be issued at the second merger effective time and (ii) an aggregate amount of cash sufficient to pay the aggregate cash to be delivered to holders of record of UB common stock or UB Class A common stock in lieu of fractional shares of Regency common stock.

The merger agreement provides that, as soon as reasonably practicable after the second merger effective time, Regency will cause the exchange agent to mail to each holder of record of a certificate representing the UB Sub I common shares a letter of transmittal and instructions for surrendering any certificates representing UB Sub I common shares in exchange for the applicable merger consideration and, if applicable, cash in lieu of fractional shares. Upon surrender of their certificates, if applicable, representing UB Sub I common shares for cancellation along with the executed letter of transmittal, and other required documents described in the instructions, holders of record of UB Sub I common shares will be entitled to receive in exchange, in respect of each UB Sub I common share they hold, the merger consideration and, if applicable, cash in lieu of fractional shares of Regency common stock.

Holders of book entry UB Sub I common shares are not required to deliver an executed letter of transmittal in order to receive the merger consideration and, if applicable, cash in lieu of fractional shares of Regency

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common stock. Subject to receipt of any documentation as may be required by the exchange agent, Regency will cause the exchange agent to pay and deliver as soon as reasonably practicable after the second merger effective time (and, in any event no later than three business days thereafter) the merger consideration and, if applicable, cash in lieu of fractional shares of Regency common stock.

Dividends

Under the merger agreement, between May 17, 2023 and the earlier of the second merger effective time and the termination of the merger agreement, neither Regency nor Urstadt Biddle may declare, make or pay any dividend without the consent of the other party other than a regular quarterly cash dividend of up to $0.225 per share of UB common stock and $0.25 per share of UB Class A common stock in the case of Urstadt Biddle and up to $0.65 per share of Regency common stock in the case of Regency. The first such dividend for each party will have a record date of June 14, 2023 and a payment date of July 6, 2023. In order to account for moving its scheduled dividend record date timing forward to match Regency’s timing, in the merger agreement, Urstadt Biddle has agreed that the amount of such first dividend be equal to (i) the product of (i) (2.5 divided by 3) multiplied by (ii) $0.225 per share of UB common stock and (ii) the product of (i) (2.5 divided by 3) multiplied by (ii) $0.25 per share of UB Class A common stock (which we refer to as the “First Interim Dividend”). Accordingly, on June 1, 2023, the Urstadt Biddle board of directors declared a dividend of $0.2083 for each share of UB Class A common stock and $0.1875 for each share of UB common stock. The dividends are payable July 6, 2023 to stockholders of record on June 14, 2023.

It is expected that Regency will declare its next quarterly dividend to holders of Regency common stock thereafter on or around September 15, 2023, and its next quarterly dividend thereafter on or around December 15, 2023. To the extent that Regency declares any such dividend prior to closing of the mergers and the closing is expected to occur after such record date, Urstadt Biddle has agreed to declare a dividend on UB common stock and UB Class A common stock with the same record date, with the amount of such dividend being equal to (a) $0.225 per share of UB common stock and (b) $0.25 per share of UB Class A common stock.

In addition, if either Urstadt Biddle or Regency (in each case in consultation with the other party) determines that it is necessary to declare a dividend in order to maintain its qualification as a REIT under the Code and to avoid to the extent possible the incurrence of entity level income or excise tax (which we refer to as a “REIT Dividend”), the declaring party must notify the other party in writing of such determination at least 10 business days prior to the special meeting.

If Urstadt Biddle declares a REIT Dividend in accordance with the immediately preceding paragraph, the merger consideration will be adjusted downward by the amount that the REIT Dividend would have been if Urstadt Biddle had not been required to reduce the First Interim Dividend from its regular dividend amount (which we refer to as the “Hypothetical Permitted REIT Dividend Amount”), which will be effected by reducing the exchange ratio by an amount (rounded to the fifth decimal place) equal to the product of (i) the then-applicable exchange ratio prior to the adjustment multiplied by (ii) the quotient obtained by dividing (A) the per-share amount of a Hypothetical Permitted REIT Dividend Amount by (B) $20.40. The record date and payment date for any REIT Dividend shall be the close of business on the last business day prior to the closing date.

If Regency declares a REIT Dividend, then the exchange ratio will be increased by an amount (rounded to the fifth decimal place) equal to the product of (i) the then-applicable exchange ratio prior to the adjustment multiplied by (ii) the quotient obtained by dividing (A) the per-share amount of the Regency REIT Dividend by (B) $58.78.

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Listing of Regency Common Stock, Regency Series A Preferred Stock and Regency Series B Preferred Stock

It is a condition to the completion of the mergers that the Regency common stock, Regency Series A preferred stock and Regency Series B preferred stock to be issued in connection with the mergers be approved for listing on the Nasdaq, subject to official notice of issuance.

De-Listing and Deregistration of UB Common Stock, UB Class A Common Stock, and UB Preferred Stock

If the mergers are completed, the shares of UB common stock, UB Class A common stock, and UB preferred stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act, and Urstadt Biddle will no longer be required to file periodic reports with the SEC with respect to UB common stock, UB Class A common stock, and UB preferred stock.

No Appraisal Rights or Dissenters’ Rights

Appraisal rights are statutory rights that, if applicable under law, enable stockholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction.

Under Maryland law, dissenting stockholders may have, subject to satisfying certain procedures, the right to demand and receive payment of the fair value of their shares of stock in connection with certain transactions (often referred to as appraisal rights), including a proposed merger, share exchange or sale of substantially all of the assets of the corporation. Under Maryland law, however, dissenters’ rights generally are not available to holders of shares of stock, such as UB common stock and UB Class A common stock, that are listed on a national securities exchange such as the NYSE, nor are dissenters rights available for stock that is not entitled to vote on the transaction, such as UB Series H preferred stock and UB Series K preferred stock (which are also listed on the NYSE). Furthermore, the merger consideration is in the form of shares of Regency common stock, which is also listed on a national securities exchange.

Treatment of Indebtedness and Preferred Stock

Indebtedness

In connection with the mergers, it is expected that Urstadt Biddle’s current $125 million unsecured revolving credit facility will be prepaid and terminated in full.

The terms and timing of any amendments to Urstadt Biddle’s other debt agreements or any other approach chosen by Regency to the assumption, defeasance, satisfaction or discharge of Urstadt Biddle’s debt agreements and the indebtedness incurred pursuant thereto discussed in this proxy statement/prospectus have not been determined as of the date of this proxy statement/prospectus.

This proxy statement/prospectus does not constitute an offer to sell or the solicitation of an offer to buy any debt securities of Regency or Urstadt Biddle. It does not constitute a prospectus or prospectus equivalent document for any such securities. No offering of any debt securities of Regency shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom.

Preferred Stock

In connection with the first merger, holders of each share of UB Series H preferred stock will receive one share of UB Sub I Series H preferred stock for each share of UB Series H preferred stock that they own immediately prior to the first merger effective time, and holders of each share of UB Series K preferred stock

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will receive one share of UB Sub I Series K preferred stock for each share of UB Series K preferred stock that they own immediately prior to the first merger effective time. UB Sub I preferred stock will have substantially similar terms to the corresponding class of UB preferred stock.

In connection with the second merger, holders of each share of UB Sub I Series H preferred stock will receive one share of Regency Series A preferred stock, and holders of each share of UB Sub I Series K preferred stock will receive one share of Regency Series B preferred stock. The Regency Series A preferred stock and Regency Series B preferred stock will have substantially similar terms to those of the UB Series H preferred stock and UB Series K preferred stock, respectively, and will be traded on the Nasdaq under the ticker symbols “REGCP” and “REGCO,” respectively.

For more details on the treatment of Urstadt Biddle’s existing preferred stock under the merger agreement, see the section entitled “The Mergers — Exchange of Shares in the Mergers” beginning on page 78 and for more details on the series of preferred stock to be issued by Regency in connection with the mergers, see the section entitled “Description of Regency Capital Stock – Preferred Stock.

For a more detailed description of Regency’s and Urstadt Biddle’s existing indebtedness and series of preferred stock, see Regency’s Quarterly Report on Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, and Urstadt Biddle’s Quarterly Report on and Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, each of which is incorporated by reference into this proxy statement/prospectus, and any subsequent report filed with the SEC and incorporated by reference.

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THE MERGER AGREEMENT

The following section summarizes certain material provisions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached as Annex A to this proxy statement/prospectus. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this summary or any other information contained in this proxy statement/prospectus. You are urged to read the merger agreement carefully and in its entirety before making any decisions regarding the merger agreement and the mergers.

The representations, warranties and covenants contained in the merger agreement and described in this proxy statement/prospectus were made only for purposes of the merger agreement and as of specific dates set forth therein and may be subject to more recent developments, were made solely for the benefit of the other parties to the merger agreement and may be subject to limitations agreed upon by the contracting parties, including being qualified by reference to confidential disclosures and exceptions and by each parties’ filings with the SEC, for the purposes of allocating risk between the parties to the merger agreement instead of establishing these matters as facts, and may apply standards of materiality in a way that is different from what may be viewed as material by you or other investors. The representations and warranties contained in the merger agreement do not survive the second merger effective time. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or conditions of Regency, Merger Sub, Urstadt Biddle or any of their respective affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in public disclosures by Regency or Urstadt Biddle.

Form of the Mergers

Regency will acquire Urstadt Biddle through two mergers. In the first merger, UB Sub II will merge with and into Urstadt Biddle with Urstadt Biddle surviving as a wholly owned subsidiary of UB Sub I. Afterward, UB Sub I will merge with and into Merger Sub, with Merger Sub surviving. As a result of the mergers, Urstadt Biddle will become an indirect wholly owned subsidiary of Regency. Following these two mergers, Urstadt Biddle will be converted into a Maryland limited liability company in accordance with the terms of the MGCL and the MLLCA and continue under the name “Urstadt Biddle Holding LLC.”

Closing; Effective Time

Unless the parties otherwise agree in writing, upon the terms and subject to the conditions of the merger agreement, the closing of the mergers will take place on a date and time to be mutually agreed upon by the parties, but in no event later than the third business day after the conditions set forth in the merger agreement (other than those conditions that by their nature are to be satisfied or waived at the Closing (as defined in the merger agreement), but subject to the satisfaction or valid waiver of such conditions) shall have been satisfied or validly waived by the party entitled to the benefit of such condition (subject to applicable law), unless such date is modified by mutual agreement by the parties.

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Prior to the Closing, the parties will prepare and on the closing date, the parties will cause to be filed articles of merger with respect to the first merger and the second merger to be duly executed and filed with the State Department of Assessments and Taxation in Maryland in accordance with the MGCL and the MLLCA, as applicable, and make any other filings, recordings or publications required to be made by Regency or Urstadt Biddle under the MGCL or the MLLCA, in connection with the mergers.

The first merger will become effective upon the date and at the time set forth in the articles of merger for the first merger, and the second merger will become effective upon the date and at the time set forth in the articles of merger for the second merger, which time will be after the first merger effective time. The parties will use reasonable best efforts so that the second merger effective time occurs immediately after (or, if not possible, as promptly as practicable after) the first merger effective time and in all cases on the same date.

Governing Documents

Upon the first merger effective time, the articles of incorporation and bylaws of UB Sub I will be substantially identical to the Urstadt Biddle charter and Urstadt Biddle’s Second Amended and Restated Bylaws (which we refer to as the “Urstadt Biddle bylaws”), respectively, except for changes permitted by § 3-106.2(b)(4) of the MGCL or that are mutually agreed by Regency and Urstadt Biddle. Effective as of the first merger effective time and by virtue of the first merger, the articles of incorporation and bylaws of UB Sub II as in effect immediately prior to the first merger effective time will be the charter and bylaws of the surviving corporation in the first merger (except for the change in the name of the surviving corporation to that of Urstadt Biddle).

Upon the second merger effective time and by virtue of the second merger, the certificate of formation and limited liability company agreement of Merger Sub as in effect immediately prior to the second merger effective time will be the certificate of formation and limited liability company agreement of the Surviving Entity, until thereafter amended in accordance with applicable law and the applicable provisions of such certificate of formation and limited liability company agreement.

Directors and Officers

Effective as of the first merger effective time, until successors are duly elected or appointed, (i) the officers and directors of UB Sub I will be the officers and directors of Urstadt Biddle as of immediately prior to the first merger effective time and (ii) the officers and directors of Urstadt Biddle will be the officers and directors of UB Sub II as of immediately prior to the first merger effective time.

Effective as of the second merger effective time, until successors are duly elected or appointed, the officers of Merger Sub immediately prior to the second merger effective time shall be and remain the officers of the Surviving Entity.

The merger agreement does not provide for any changes to the officers or directors of Regency.

Merger Consideration

In connection with the first merger, holders of each share of UB Class A common stock will receive one share of UB Sub I Class A common stock for each share of UB Class A common stock that they own immediately prior to the first merger effective time, and holders of each share of UB common stock will receive one share of UB Sub I common stock for each share of UB common stock that they own immediately prior to the first merger effective time. In addition, holders of each share of UB Series K preferred stock will receive one share of UB Sub I Series K preferred stock for each share of UB Series K preferred stock that they own immediately prior to the first merger effective time, and holders of each share of UB Series H preferred stock will receive one share of UB Sub I Series H preferred stock for each share of UB Series K preferred stock that they own immediately prior to the first merger effective time.

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In connection with the second merger, Urstadt Biddle stockholders will have the right to receive 0.347 of a newly issued share of Regency common stock, for each share of UB Sub I common stock and UB Sub I Class A common stock (other than excluded shares) that they own immediately prior to the second merger effective time. No fractional share of Regency common stock will be issued, and holders of record of UB Sub I common shares will receive cash in lieu of fractional shares. The exchange ratio is fixed (except for in limited circumstances with respect to REIT Dividends, as described herein) and will not be adjusted to reflect stock price changes prior to the closing of the mergers. Because the exchange ratio is fixed (except for in limited circumstances with respect to REIT Dividends, as described herein), the market value of the merger consideration will fluctuate with changes in the market price of Regency common stock and you will not be able to ascertain the precise value of the merger consideration at the time that you vote. We urge you to obtain current market quotations of Regency common stock, UB common stock and UB Class A common stock.

The exchange ratio may be adjusted if there is a change in the number of issued and outstanding shares of Regency common stock, UB common stock or UB Class A common stock, or securities convertible or exchangeable into shares of Regency common stock, UB common stock or UB Class A common stock, in each case, as a result of a stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction occurring after the date of the merger agreement and prior to the second merger effective time. For more information, see the section entitled “The Mergers — Dividends” beginning on page 79 of this proxy statement/prospectus.

In addition, in connection with the second merger, holders of each share of UB Sub I Series H preferred stock will receive one share of Regency Series A preferred stock, and holders of each share of UB Sub I Series K preferred stock will receive one share of Regency Series B preferred stock. The Regency Series A preferred stock and Regency Series B preferred stock will have substantially similar terms to those of UB Series H preferred stock and Series K preferred stock, respectively, and will be traded on the Nasdaq under the ticker symbols “REGCP” and “REGCO,” respectively.

Exchange of Shares in the Mergers

The First Merger

Holders of UB common stock, UB Class A common stock, and UB preferred stock as of the first merger effective time will not be required to surrender their certificates (or book-entry shares or other instruments) of UB common stock, UB Class A common stock, or UB preferred stock or take any other action in order to receive UB Sub I common shares or UB Sub I preferred stock, as applicable, in the first merger. Each certificate (or book-entry share) representing outstanding UB common stock, UB Class A common stock, or UB preferred stock will automatically be deemed, from and after the first merger effective time through the second merger effective time, to represent the same number of shares of capital stock of UB Sub I into which such shares are converted in the first merger in accordance with the merger agreement.

The Second Merger

The merger agreement provides that, at or prior to the second merger effective time, Regency will deposit with the exchange agent for the benefit of the holders of UB Sub I common shares and shares of UB Sub I preferred stock (other than the excluded shares), (i) evidence of the shares of Regency common stock and Regency preferred stock in book-entry form equal to the aggregate shares to be issued at the second merger effective time and (ii) an aggregate amount of cash sufficient to pay the aggregate cash to be delivered to holders of record of UB common stock or UB Class A common stock in lieu of fractional shares of Regency common stock.

The merger agreement provides that, as soon as reasonably practicable after the second merger effective time, Regency will cause the exchange agent to mail to each holder of record of a certificate representing the UB

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Sub I common shares a letter of transmittal and instructions for surrendering any certificates representing UB Sub I common shares in exchange for the applicable merger consideration and, if applicable, cash in lieu of fractional shares. Upon surrender of their certificates, if applicable, representing UB Sub I common shares for cancellation along with the executed letter of transmittal, and other required documents described in the instructions, holders of record of UB Sub I common shares will be entitled to receive in exchange, in respect of each UB Sub I common share they hold, the merger consideration and, if applicable, cash in lieu of fractional shares of Regency common stock.

Holders of book entry UB Sub I common shares are not required to deliver an executed letter of transmittal in order to receive the merger consideration (and, if applicable, cash in lieu of fractional shares of Regency common stock). Subject to receipt of any documentation as may be required by the exchange agent, Regency will cause the exchange agent to pay and deliver as soon as reasonably practicable after the second merger effective time (and, in any event no later than three business days thereafter) the merger consideration and, if applicable, cash in lieu of fractional shares of Regency common stock.

Representations and Warranties of Urstadt Biddle

The merger agreement contains representations and warranties made by Urstadt Biddle. These representations and warranties are subject to qualifications and limitations agreed to by Regency and Urstadt Biddle in connection with negotiating the terms of the merger agreement. Some of the significant representations and warranties of Urstadt Biddle contained in the merger agreement relate to, among other things:

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Representations and Warranties of Regency and Merger Sub

The merger agreement contains representations and warranties made by Regency. These representations and warranties are subject to qualifications and limitations agreed to by Regency and Urstadt Biddle in connection with negotiating the terms of the merger agreement. Some of the significant representations and warranties of Regency and/or Merger Sub contained in the merger agreement relate to, among other things:

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Definition of “Material Adverse Effect”

Many of the representations of Regency and Urstadt Biddle are qualified by a “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, would or would be reasonably expected to, individually or in the aggregate, have a material adverse effect). “Material adverse effect,” for purposes of the merger agreement, means, with respect to Regency or Urstadt Biddle, any event, circumstance, change, effect, development, condition, or occurrence, individually or in the aggregate, would, or would reasonably be expected to, individually in the aggregate, have a material adverse effect on the business, assets, properties, liabilities, condition (financial or otherwise), or results of operations of such party and its subsidiaries, taken as a whole, except that no event, circumstance, change, effect, development, condition

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or occurrence to the extent arising out of or resulting from any of the following will constitute a material adverse effect with respect to the applicable party:

However, exceptions in each of the first five bullets above will only apply if they do not disproportionately affect the applicable party and its subsidiaries, taken as a whole, relative to other participants in the industry or industries in which such party and its subsidiaries operate. The sixth and seventh bullets above will only apply if they do not materially disproportionally affect the party and the party’s subsidiaries, taken as a whole, relative to other participants in the retail real estate industry in the geographic regions in which the party and the party’s subsidiaries operate.

Conduct of Urstadt Biddle’s Business Pending the Mergers

Under the merger agreement, between May 17, 2023 and the earlier of the second merger effective time and the termination of the merger agreement, except (i) to the extent required by applicable law or the regulations or requirements of any stock exchange or regulatory organization, (ii) to the extent action is reasonably taken (or reasonably omitted) in response to COVID-19 or COVID-19 measures, (iii) as may be consented to in advance in writing by Regency, (iv) as may be expressly required pursuant to the merger agreement, or (v) as otherwise set forth on confidential disclosure letter provided to Regency in connection with the merger agreement, Urstadt Biddle has agreed to and has agreed to cause each of Urstadt Biddle’s subsidiaries to conduct its business in all material respects in the ordinary course and in a manner consistent with past practice. Urstadt Biddle has further

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agreed not to, and to cause its subsidiaries not to (subject to specified exceptions, including, but not limited to, those outlined below):

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Nothing in the merger agreement prohibits Urstadt Biddle or, following the first merger, UB Sub I, from taking any action, at any time or from time to time, that in the reasonable judgment of the Urstadt Biddle board of directors, upon advice of counsel to Urstadt Biddle, is reasonably necessary for Urstadt Biddle or, following the first merger, UB Sub I to avoid or to continue to avoid incurring entity-level income or excise taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the second merger effective time, including making any dividend or other distribution payments to stockholders of Urstadt Biddle or UB Sub I, as applicable, in accordance with the merger agreement, or to qualify or preserve the status of any subsidiary of Urstadt Biddle as a disregarded entity or partnership for U.S. federal income tax purposes or as a qualified REIT subsidiary, taxable REIT subsidiary or REIT under the applicable provisions of Section 856 of the Code.

Conduct of Regency’s Business Pending the Mergers

Under the merger agreement, during the Interim Period, unless (i) expressly contemplated or required by the merger agreement, (ii) set forth in the applicable section of Regency’s confidential disclosure letter provided to Urstadt Biddle in connection with the execution of the merger agreement, (iii) required by applicable law, the regulations of the Nasdaq, or organizational documents, or (iv) consented to by Urstadt Biddle (which consent may not be unreasonably withheld, delayed or conditioned), Regency has agreed to use commercially reasonable efforts to preserve intact in all material respects its current business organization and ongoing businesses and maintain Regency’s status as a REIT, and has further agreed not to, and to cause its subsidiaries not to (subject to specified exceptions including, but not limited to, those outlined below):

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Nothing in the merger agreement will prohibit Regency from taking any action, at any time or from time to time, that in the reasonable judgment of the Regency board of directors, upon advice of counsel to Regency, is reasonably necessary for Regency to avoid or to continue to avoid incurring entity-level income or excise taxes under the Code or to maintain its qualification as a REIT under the Code for any period or portion thereof ending on or prior to the second merger effective time, including making dividend or other distribution payments to stockholders of Regency in accordance with the merger agreement, or to qualify or preserve the status of any subsidiary of Regency as a disregarded entity or partnership for U.S. federal income tax purposes or as a qualified REIT subsidiary, taxable REIT subsidiary or REIT under the applicable provisions of Section 856 of the Code, as the case may be.

Other Covenants and Agreements

The merger agreement contains certain other covenants and agreements, including covenants related to (subject in each case to specific exceptions and qualifications):

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