Form 8-K

8-K — EASTGROUP PROPERTIES INC

Accession: 0001628280-26-064276

Filed: 2026-10-01

Period: 2026-10-01

CIK: 0000049600

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — egp-20261001.htm (Primary)

EX-99.1 (a10-01newdirectorsfinal.htm)

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8-K

8-K (Primary)

Filename: egp-20261001.htm · Sequence: 1

egp-20261001

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): October 1, 2026

EASTGROUP PROPERTIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland 1-07094 13-2711135

(State or Other Jurisdiction

of Incorporation) (Commission File Number) (IRS Employer

Identification No.)

400 W. Parkway Place, Suite 100, Ridgeland, MS 39157

(Address of Principal Executive Offices, including zip code)

(601) 354-3555

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading symbol(s) Name of each exchange on which registered

Common stock, $0.0001 par value per share EGP New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 1, 2026, the Board of Directors (the “Board”) of EastGroup Properties, Inc. (the “Company”) increased the size of the Board from seven to nine directors and appointed each of Bethany Logan Ropa and Robyn R. Werner to the Board as an independent director to fill the vacancies resulting from such increase, each effective as of October 1, 2026. Committee assignments for Ms. Ropa and Ms. Werner have not yet been determined.

The Company intends to enter into an indemnification agreement with each of Ms. Ropa and Ms. Werner in connection with her appointment to the Board, which will contain provisions that may require the Company to, among other things: indemnify each of Ms. Ropa and Ms. Werner against liabilities that may arise by reason of her status or service as a director to the fullest extent permitted under Maryland law and the Company’s bylaws and articles of incorporation, and advance each of Ms. Ropa and Ms. Werner expenses incurred as a result of any proceeding against her as to which she could be indemnified. The foregoing description is only a summary of, and is qualified in its entirety by reference to, the indemnification agreements, the form of which was filed as an exhibit to the Company’s Form 10-Q filed October 28, 2020. There are no arrangements or understandings between either of Ms. Ropa or Ms. Werner and any other persons pursuant to which either was appointed a director of the Company. There are no transactions in which either has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Upon appointment to the Board, each of Ms. Ropa and Ms. Werner became entitled to compensation pursuant to the Company's Independent Director Compensation Policy, including a pro-rated portion of the Company’s non-employee director cash and equity compensation retainers for her service from October 1, 2026 through the date of the Company’s next annual meeting of shareholders. Non-employee directors receive an annual cash retainer of $80,000 and an annual retainer grant of restricted stock with a fair market value equal to $145,000. The restricted shares will vest in full on the earlier of the one-year anniversary of the date of grant or the date of the next annual meeting of shareholders following the date of grant, subject to continuous service on the Board through such vesting date. Non-employee directors also receive an initial grant of restricted stock with a fair market value equal to $25,000. The restricted shares will vest in full on the one-year anniversary of the date of grant, subject to continuous service on the Board through such vesting date.

Item 7.01 Regulation FD Disclosure.

On October 1, 2026, the Company issued a press release announcing the appointment of each of Ms. Ropa and Ms. Werner to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1

Press release dated October 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 1, 2026

EASTGROUP PROPERTIES, INC.

By: /s/ STACI H. TYLER

Staci H. Tyler

Executive Vice President, Chief Financial Officer and Treasurer

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EX-99.1

Filename: a10-01newdirectorsfinal.htm · Sequence: 2

a10-01newdirectorsfinal

400 W. Parkway Place, Suite 100, Ridgeland, MS 39157 | TEL: 601-354-3555 | www.eastgroup.net EastGroup Properties Announces New Directors JACKSON, MISSISSIPPI, October 1, 2026 — EastGroup Properties, Inc. (NYSE: EGP) (the “Company” or “EastGroup”) announced today that Bethany Logan Ropa and Robyn R. Werner have been appointed to the EastGroup board of directors (the “Board”) effective October 1, 2026. Their appointments expand the Company’s Board to nine directors, eight of whom are independent. Since 2025, Ms. Ropa has served as Chief Financial Officer of JE Dunn Construction Group (“JE Dunn”), a privately held general contractor focused on building large commercial projects across the United States. She previously served on JE Dunn’s board of directors from 2021 to 2024, including serving as Chair of the Nominating and Governance Committee. From 2008 to 2025, Ms. Ropa worked at UBS in the Real Estate, Lodging and Leisure investment banking group, most recently serving as Managing Director and Head of Americas. Ms. Werner, a Certified Public Accountant, was an Assurance Partner with Ernst & Young LLP (“EY”) from 2008 until her retirement in 2025. During her time with EY, she focused on the real estate, hospitality and construction industry and served as the lead partner or quality partner for audits of numerous public real estate investment trusts. Ms. Werner held a variety of leadership roles at EY, including National Real Estate, Hospitality and Construction Assurance Leader; Regional Real Estate, Hospitality and Construction Assurance Leader; and Regional Market Co-leader for the industry sector. Donald F. Colleran, Chairman of the Board, commented, “On behalf of the Board, I am pleased to announce the appointments of Bethany Ropa and Robyn Werner as directors of the Company. With Bethany and Robyn joining the Board, we are excited to expand the Board’s skillsets, and we welcome the varied industry knowledge and expertise that each brings to EastGroup’s Board, its executive team, and our shareholders.” About EastGroup Properties, Inc. EastGroup, a member of the S&P Mid-Cap 400 and Russell 2000 Indexes, is a self-administered equity real estate investment trust focused on the development, acquisition and operation of industrial properties in high- growth markets throughout the United States with an emphasis in the states of Texas, Florida, California, Arizona and North Carolina. The Company's goal is to maximize shareholder value by being a leading provider in its markets of functional, flexible and quality business distribution space for location sensitive customers (primarily in the 20,000 to 100,000 square foot range). The Company's strategy for growth is based on ownership of premier distribution facilities generally clustered near major transportation features in supply-constrained submarkets. The Company’s portfolio, including development projects and value-add acquisitions in lease-up and under construction, currently includes approximately 67.0 million square feet. EastGroup Properties, Inc. press releases are available at www.eastgroup.net. Contact: investor@eastgroup.net

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