EASTGROUP PROPERTIES INC
For the period ended Dec 31, 2025. Filed Apr 10, 2026.
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Dec 31, 2025 · Filed Apr 10, 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 Director | Donald 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 Statement | 1 |
|---|
Table of Contents
| 2025 Performance Highlights | 3 |
|---|---|
| Proxy Voting Roadmap | 8 |
| Notice of 2026 Annual Meeting of Shareholders | 12 |
| Proxy Statement | 13 |
| Election of Directors | 13 |
| Board Composition and Refreshment | 13 |
| Evaluation of Board Composition and Succession Planning | 13 |
| Continued Board Refreshment | 14 |
| Director Nominee Biographical Information and Experience | 15 |
| Director Nominee Skills and Diversity Matrix | 19 |
| Board and Committee Evaluations | 20 |
| Consideration of New Director Candidates | 21 |
| Overboarding and Director Time Commitments | 22 |
| Corporate Governance | 23 |
| Leadership Structure | 23 |
| Committees of the Board | 24 |
| Board Oversight and Engagement | 26 |
| Other Governance Principles | 30 |
| Compensation of Directors | 31 |
| Ratification of Independent Registered Public Accounting Firm | 33 |
| Evaluation and Selection of Independent Auditors | 34 |
| Auditor Fees and Services | 34 |
| Policy for Pre-Approval of Audit and Permitted Non-Audit Services | 35 |
| Report of the Audit Committee | 35 |
| Non-Binding, Advisory Vote on Executive Compensation | 36 |
| Executive Officers | 37 |
| Compensation Discussion and Analysis | 39 |
| Executive Summary | 39 |
| Named Executive Officers | 39 |
| 2025 Performance Highlights | 39 |
| At-Risk Compensation Mix | 40 |
| Compensation Objectives and Philosophy | 41 |
| Compensation Best Practices | 42 |
| How We Make Compensation Decisions | 43 |
| Roles and Responsibilities | 43 |
| Consideration of Say-on-Pay Vote | 45 |
|---|---|
| Use of Peer Group Data | 46 |
| Components of Our Compensation Program | 48 |
| Base Salary | 48 |
| Annual Incentive Compensation | 49 |
| Long-Term Compensation | 52 |
| Other Benefits | 55 |
| Compensation Policies and Procedures | 55 |
| Compensation Committee Report | 57 |
| Compensation Tables | 58 |
| Summary Compensation Table | 58 |
| Grants of Plan-Based Awards in 2025 | 59 |
| Outstanding Equity Awards at Year-End | 60 |
| Option Exercises and Stock Vested | 62 |
| Potential Payments Upon Termination or Change in Control | 63 |
| CEO Pay Ratio | 66 |
| Pay Versus Performance | 66 |
| Equity Compensation Plan Information | 70 |
| Stock Ownership Information | 71 |
| Security Ownership of Certain Beneficial Owners and Management | 71 |
| Security Ownership of Directors and Officers | 71 |
| Certain Transactions and Relationships | 72 |
| Other Matters | 73 |
| About the 2026 Annual Meeting of Shareholders | 73 |
| Appendix A: Reconciliations of GAAP to Non-GAAP Measures | 77 |
| Frequently Requested Information | |
|---|---|
| Director Nominee Biographical Information and Experience | 15 |
| Director Nominee Skills and Diversity Matrix | 19 |
| Evaluation of Board Composition and Company Needs | 20 |
| Committees of the Board | 24 |
| Board Oversight and Engagement | 26 |
| Compensation of Directors | 31 |
| Compensation Discussion and Analysis | 39 |
| Components of Our Compensation Program | 48 |
| Compensation Tables | 58 |
| Stock Ownership Information | 71 |
| About the 2026 Annual Meeting of Shareholders | 73 |
| 2 | EastGroup Properties |
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