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EASTGROUP PROPERTIES INC

For the period ended Dec 31, 2025. Filed Apr 10, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2025 · Filed Apr 10, 2026

EGP$193.81-0.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.)

Filed by the Registrant ☒Filed by a Party other than the Registrant ☐Check the appropriate box:
☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under § 240.14a-12

EASTGROUP PROPERTIES, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Letter to Shareholders

Funds from operations attributable to common stockholders(1) increased 7.5%

Same property net operating income (cash basis)(1) increased 6.7%

Acquired approximately 740,000 square feet of operating properties and approximately 300 acres of development land

Declared dividends of $5.90 per share, marking 184 consecutive quarters of cash dividends

April 10, 2026

Dear Fellow Shareholders,

In 2025, our time-tested strategy allowed us to navigate a volatile environment and, once again, deliver a record year of performance and enhance shareholder value. Your Board of Directors actively oversees our strategy, while maintaining our people-first and values-driven approach to our business.

Our Strong Portfolio

The cornerstone of sustained financial performance is our high-quality, diverse and resilient portfolio and strategic land holdings. In 2025, we continued to modernize our portfolio, acquiring properties in markets that align with our long-term strategy. As a result, 2025 marked another year of multi-consecutive year-over-year increases in funds from operations attributable to common stockholders (“FFO”), same property net operating income (“PNOI”), and rental rates. We believe we are well-positioned to capitalize on future growth opportunities across our markets.

Our Talented Team

Our record financial performance is not possible without our great people who continue to execute at a very high level. We have a deep bench of talent, as evidenced by the series of leadership promotions announced at the end of 2025. Collectively, this group has spent nearly 70 years with EastGroup, and these promotions reflect our confidence in their ability to grow and drive shareholder value.

This year, Kathy Sandstrom is not standing for election as a director nominee at our 2026 Annual Meeting of Shareholders. We appreciate her years of sound advice, leadership, expertise, and dedicated service to the Company. Kathy will be greatly missed. Pamela Kessler has been nominated for election to the Board of Directors. We are excited about the opportunity for Pamela to join the Board of Directors and provide her expertise and perspective as the Co-Chief Executive Officer, Co-President, and former Chief Financial Officer of a publicly traded REIT.

Our Culture and Values

We have a unique family-oriented, employee-focused and entrepreneurial culture. We also focus on our relationships with our tenants, partners and communities. We believe this people-first approach drives high engagement and satisfaction levels, evidenced by our low employee turnover and strong lease metrics.

On the environmental side, we continue to seek opportunities to enhance operational efficiency, reduce utility costs and improve climate resilience. Recent property-level awards and recognitions highlight our commitment to excellence in sustainable building design, management and operational practices.

Our Commitment to Our Shareholders

Our strong 2025 results support our commitment to deliver value to our shareholders. For 2025, we declared dividends of $5.90 per share. We have increased or maintained dividends for 33 consecutive years, with increases in each of the last 14 years. At December 31, 2025, the ten-year compounded annual total return (dividends plus change in our common stock price) to shareholders was 15.6%. We also continued to maintain a strong and flexible balance sheet.

We hope you can join us at our 2026 Annual Meeting of Shareholders. You will find information about the meeting, including matters to be voted on, in this proxy statement. On behalf of the entire Board of Directors, we thank you for your continued support of our company. We are proud of our people and our performance and we believe our business and future prospects remain resilient.

Marshall A. LoebChief Executive Officer and DirectorDonald F. ColleranChairman of the Board

(1)FFO and Same PNOI Excluding Income from Lease Terminations (Cash Basis) are not computed in accordance with Generally Accepted Accounting Principles (“GAAP”). Refer to Appendix A: Reconciliations of GAAP to Non-GAAP Measures.

2026 Proxy Statement1

Table of Contents

2025 Performance Highlights3
Proxy Voting Roadmap8
Notice of 2026 Annual Meeting of Shareholders12
Proxy Statement13
Election of Directors13
Board Composition and Refreshment13
Evaluation of Board Composition and Succession Planning13
Continued Board Refreshment14
Director Nominee Biographical Information and Experience15
Director Nominee Skills and Diversity Matrix19
Board and Committee Evaluations20
Consideration of New Director Candidates21
Overboarding and Director Time Commitments22
Corporate Governance23
Leadership Structure23
Committees of the Board24
Board Oversight and Engagement26
Other Governance Principles30
Compensation of Directors31
Ratification of Independent Registered Public Accounting Firm33
Evaluation and Selection of Independent Auditors34
Auditor Fees and Services34
Policy for Pre-Approval of Audit and Permitted Non-Audit Services35
Report of the Audit Committee35
Non-Binding, Advisory Vote on Executive Compensation36
Executive Officers37
Compensation Discussion and Analysis39
Executive Summary39
Named Executive Officers39
2025 Performance Highlights39
At-Risk Compensation Mix40
Compensation Objectives and Philosophy41
Compensation Best Practices42
How We Make Compensation Decisions43
Roles and Responsibilities43
Consideration of Say-on-Pay Vote45
Use of Peer Group Data46
Components of Our Compensation Program48
Base Salary48
Annual Incentive Compensation49
Long-Term Compensation52
Other Benefits55
Compensation Policies and Procedures55
Compensation Committee Report57
Compensation Tables58
Summary Compensation Table58
Grants of Plan-Based Awards in 202559
Outstanding Equity Awards at Year-End60
Option Exercises and Stock Vested62
Potential Payments Upon Termination or Change in Control63
CEO Pay Ratio66
Pay Versus Performance66
Equity Compensation Plan Information70
Stock Ownership Information71
Security Ownership of Certain Beneficial Owners and Management71
Security Ownership of Directors and Officers71
Certain Transactions and Relationships72
Other Matters73
About the 2026 Annual Meeting of Shareholders73
Appendix A: Reconciliations of GAAP to Non-GAAP Measures77
Frequently Requested Information
Director Nominee Biographical Information and Experience15
Director Nominee Skills and Diversity Matrix19
Evaluation of Board Composition and Company Needs20
Committees of the Board24
Board Oversight and Engagement26
Compensation of Directors31
Compensation Discussion and Analysis39
Components of Our Compensation Program48
Compensation Tables58
Stock Ownership Information71
About the 2026 Annual Meeting of Shareholders73
2EastGroup Properties
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