Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC. The Amendments No. 2 to the Equity Distribution Agreement listed below are substantially identical in all material respects to the Amendment No. 2 to the Equity Distribution Agreement, dated May 8, 2020, among Regency Centers Corporation, Regency Centers, L.P., Wells Fargo Bank, National Association and Wells Fargo Securities, LLC, except for the identities of the parties, and have not been filed as exhibits to the Companys 1934 Act reports pursuant to Instruction 2 to item 601 of Regulation S-K

Exhibit 1.1

REGENCY CENTERS CORPORATION

AMENDMENT NO. 2 TO THE

EQUITY DISTRIBUTION AGREEMENT

May 8, 2020

Wells Fargo Securities, LLC

  500 West 33rd Street

  New York, New York 10001

Wells Fargo Bank, National Association

  c/o Wells Fargo Securities, LLC

  500 West 33rd Street

  New York, New York 10001

Ladies and Gentlemen:

Reference is made to the Equity Distribution Agreement dated May 17, 2017 (as amended from time to time, the “Agreement”), among Regency Centers Corporation, a Florida corporation (the “Company”), Regency Centers, L.P., a Delaware limited partnership (the “Partnership”), Wells Fargo Bank, National Association (the “Forward Purchaser”) and Wells Fargo Securities, LLC (the “Agent” or the “Forward Seller”). In consideration of the mutual promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the Partnership, the Forward Purchaser, the Forward Seller and the Agent hereby agree to enter into this Amendment No. 2 to the Agreement, dated the date hereof (the “Amendment No. 2”), with the purpose of amending certain terms of the Agreement.

SECTION 1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Agreement.

SECTION 2. Amendment of the Agreement.

(a) The first six paragraphs of Section 1, Description of Shares, shall be replaced in their entirety as follows:

The Company has authorized and proposes to issue and sell, in the manner contemplated by this Agreement, shares of the Company’s common stock, par value $0.01 per share (“Common Stock”) upon the terms and subject to the conditions contained herein. The issuance and sale of the Shares (as defined below) will be effected pursuant to the Registration Statement (as defined below) filed by the Company under the Securities Act of 1933, as amended (collectively with the rules and regulations thereunder, the “Securities Act”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue the Shares.

The Company has filed, in accordance with the provisions of the Securities Act, with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No. 333-217081) (the “Original Registration Statement”), including a base prospectus, relating to certain securities, including the Shares to be issued from time to time by the Company, which shelf registration statement became effective upon filing under Rule 462(e) of the Securities Act and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the “Exchange Act”). The Company has prepared a prospectus supplement to the

base prospectus included as part of the Original Registration Statement specifically relating to the Shares (the “Original Prospectus Supplement”). Except where the context otherwise requires, the “Registration Statement” refers to (i) initially, the Original Registration Statement and (ii) on and after the date on which the Shares may no longer be offered and sold pursuant to the Original Registration Statement, the registration statement, if any, filed by the Company for the purpose of continuing the offering of the Shares following any such date (the “Replacement Registration Statement”), in each case, as amended when it became or becomes effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B under the Securities Act (the “Rule 430B Information”). The base prospectus, including all documents incorporated therein by reference, included in the Registration Statement, supplemented by the most recent prospectus supplement prepared by the Company specifically relating to the Shares, which shall initially be the Original Prospectus Supplement, in the form in which such prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” The Shares having an aggregate sales price of up to the amount provided in the Prospectus shall be referred to as the Maximum Amount (the “Maximum Amount”). Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to the Commission’s Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information that is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is incorporated by reference in the Registration Statement or the Prospectus, as the case may be.

All references in this Agreement to any Issuer Free Writing Prospectus (other than any Issuer Free Writing Prospectuses that, pursuant to Rule 433 under the Securities Act, are not required to be filed with the Commission) shall be deemed to include the copy thereof filed with the Commission pursuant to EDGAR; and all references in this Agreement to “supplements” to the Prospectus shall include, without limitation, any supplements, “wrappers” or similar materials prepared in connection with any offering, sale or private placement of any Shares by Agent outside of the United States.

Agent has been appointed by the Company as its agent to sell the Issuance Shares and agrees to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Issuance Shares offered by the Company upon the terms and subject to the conditions contained herein. The Forward Seller has been appointed by the Company and the Forward Purchaser as agent to sell the Forward Hedge Shares and agrees with the Company and

the Forward Purchaser to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Forward Hedge Shares to be borrowed by the Forward Purchaser or its affiliate and offered on behalf of the Company upon the terms and subject to the conditions contained herein. Notwithstanding any other provision of this Agreement, if a Forward Seller and Forward Purchaser have not been identified in the introductory paragraph of this Agreement and have not executed this Agreement, the Company agrees that all provisions of this Agreement related to the Forward Seller, the Forward Purchaser and Forwards are not applicable hereunder and no sales of Forward Hedge Shares shall take place pursuant to this Agreement.

The Company and the Partnership have previously entered into other separate equity distribution agreements (collectively, the “Separate Distribution Agreements”) with other parties (and, as applicable, their respective affiliates) (each, in its capacity as agent and/or principal, forward seller and forward purchaser thereunder, a “Separate Agent”), for the issuance (in the case of the Issuance Shares) or borrowing (in the case of Forward Hedge Shares) and sale from time to time through the applicable Separate Agents on the terms set forth in the applicable Separate Distribution Agreements. The Company and the Partnership may also in the future enter into additional equity distribution agreements (the “Alternative Distribution Agreements”) with one or more additional agents and/or principals, forward sellers and forward purchasers (together with the Separate Agents, the “Alternative Agents”).

(b) Section 5(a)(11), Representations and Warranties by the Company and the Partnership (Capitalization), shall be replaced in its entirety as follows:

All of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company; the capital stock of the Company conforms in all material respects to the description thereof in the Registration Statement and the Prospectus; except as set forth on Exhibit E or the Prospectus, all of the issued shares of capital stock or other equity interests of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except as set forth on Exhibit E or the Prospectus and for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; and the Partnership has an authorized capitalization as set forth in the Prospectus, and all of the issued partnership interests of the Partnership have been duly and validly authorized and issued and are fully paid and non-assessable; and there are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any shares of capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement and the Prospectus.

(c) The following paragraph (51) shall be added to the end of Section 5(a), Representations and Warranties by the Company and the Partnership:

(51) Cybersecurity. Except as disclosed in the Registration Statement and the Prospectus, (i) (x) there has been no security breach or other compromise of or relating to any of the Company’s or its subsidiaries’ (including the Partnership’s) information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment or technology (collectively, “IT Systems and Data”) and (y) the Company and its subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in, any security breach or other compromise to their IT Systems and Data, other than, in the case of this clause (i), any breaches or compromises that are not, individually or in the aggregate, material and as to which the Company or the Partnership does not reasonably expect to make any public disclosure; (ii) the Company and its subsidiaries are presently in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification, except as would not, in the case of this clause (ii), individually or in the aggregate, have a Material Adverse Effect; and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practices.

(d) Section 14, Notices, shall be replaced in its entirety as follows:

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to Agent and/or Forward Seller shall be sent to Wells Fargo Securities, LLC, 500 West 33rd Street, New York, New York 10001, Attention: Equity Syndicate Department (facsimile ###-###-####), with a copy to (which shall not constitute notice) Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, Attention: Robert W. Downes (facsimile ###-###-####); notices to the Forward Purchaser shall be sent to Wells Fargo Bank National Association, 500 West 33rd Street, New York, New York 10001, Attention: Structuring Services Group (facsimile ###-###-####), with a copy to (which shall not constitute notice) ***@***, with a copy to (which shall not constitute notice) Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, Attention: Robert W. Downes (facsimile ###-###-####) and with a copy to (which shall not constitute notice) Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, Attention: Mark M. Mendez (facsimile ###-###-####) and notices to the Company shall be directed to it at One Independent Drive, Suite 114, Jacksonville, Florida 32202 Attention: Michael Mas (facsimile ###-###-####),with a copy to (which shall not constitute notice) Foley & Lardner, One Independent Drive, Suite 1300, Jacksonville, Florida 32202 , Attention: Michael B. Kirwan (facsimile ###-###-####).

(e) Exhibit B of the Agreement shall be amended by deleting Exhibit B in its entirety and replacing it with Exhibit A attached hereto.

(f) Exhibit C of the Agreement shall be amended by deleting Exhibit C in its entirety and replacing it with Exhibit B attached hereto.

(g) Exhibit E of the Agreement shall be amended by deleting Exhibit E in its entirety and replacing it with Exhibit C attached hereto.

SECTION 3. Effectiveness. This Amendment No. 2 shall automatically become effective as of the date hereof and all references in the Agreement to “this Agreement” or the like shall refer to the Agreement as further amended hereby.

SECTION 4. Counterparts. This Amendment No. 2 may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument.

SECTION 5. Law; Construction. THIS AMENDMENT NO. 2 AND ANY CLAIM, CONTROVERSY OR DISPUTE RELATING TO OR ARISING OUT OF THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Entire Agreement. This Amendment No. 2 and the Agreement as further amended hereby constitute the entire agreement and understanding between the parties hereto and supersede any and all prior agreements and understandings relating to the subject matter hereof. Except as further amended hereby, all of the terms of the Agreement shall remain in full force and effect and are hereby confirmed in all respects.

[SIGNATURE PAGE FOLLOWS]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the Forward Seller, Forward Purchaser, the Agent, the Company and the Partnership in accordance with its terms.

Wells Fargo Securities, LLC, as Forward Seller

Wells Fargo Bank, National Association, as Forward Purchaser

Exhibit A

EXHIBIT B

COMPANY AND AGENT REPRESENTATIVES FOR NOTICE

Company Representatives for Notice:

Lisa Palmer

President and Chief Executive Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7636

Fax: (904) 354-1832

***@***

Michael Mas

Executive Vice President and Chief Financial Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7470

Fax: (904) 354-1832

***@***

Chris Leavitt

Senior Vice President, Finance and Treasurer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7608

Fax: (904) 354-1832

***@***

Laura Clark, CFA

Senior Vice President, Capital Markets

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7831

Fax: (904) 354-1832

***@***

Agent Representatives for Notice:

Forward Seller Representatives for Notice:

Forward Purchaser Representatives for Notice:

Exhibit B

EXHIBIT C

COMPANY REPRESENTATIVES FOR TRADE CONFIRMATIONS

Lisa Palmer

President and Chief Executive Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7636

Fax: (904) 354-1832

***@***

Michael Mas

Executive Vice President and Chief Financial Officer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7470

Fax: (904) 354-1832

***@***

Chris Leavitt

Senior Vice President, Finance and Treasurer

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7608

Fax: (904) 354-1832

***@***

Laura Clark, CFA

Senior Vice President, Capital Markets

One Independence Drive

Suite 114

Jacksonville, FL 32202

Office: (904) 598-7831

Fax: (904) 354-1832

***@***

Exhibit C

EXHIBIT E

SUBSIDIARIES OF THE COMPANY

As of May 1, 2020