As filed with the Securities and Exchange Commission on May 13, 2019

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

REGENCY CENTERS CORPORATION

(Exact name of registrant as specified in its charter)

One Independent Drive, Suite 114

Jacksonville, Florida 32202

(Address of Principal Executive Offices)

Regency Centers Corporation Omnibus Incentive Plan

(Full title of the plan)

Barbara C. Johnston, Esq.

Senior Vice President, General Counsel

One Independent Drive, Suite 114

Jacksonville, Florida 32202

(904) 598-7000

(Name, address and telephone number of agent for service)

Copy to:

Michael B. Kirwan, Esq.

Foley & Lardner LLP

One Independent Drive, Suite 1300

Jacksonville, Florida 32202

(904) 359-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

EXPLANATORY NOTE

The purpose of this Registration Statement is to register 4,000,000 additional shares of common stock, par value $0.01 per share (the “Common Stock”), of Regency Centers Corporation (the “Company”) in connection with the Company’s Omnibus Incentive Plan (f/k/a the 2011 Omnibus Incentive Plan).

Pursuant to General Instruction E of Form S-8, the contents of the Company’s Registration Statement on Form S-8 (Registration No. 333-174662), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as set forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jacksonville, State of Florida, on this 7^th day of May, 2019.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on May 7, 2019 in the capacities indicated.

Exhibit 5.1

May 13, 2019

Regency Centers Corporation

One Independent Drive, Suite 114

Jacksonville, FL 32202

Ladies and Gentlemen:

We have acted as legal counsel to Regency Centers Corporation, a Florida corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission of the Company’s Registration Statement on Form S-8 (as amended, the “Registration Statement”), under the Securities Act of 1933, as amended, relating to the registration of the offer, issuance and sale by the Company of 4,000,000 shares of common stock, par value $0.01 per share (the “Securities”) of the Company. The Securities are to be sold by the Company pursuant to the Regency Centers Corporation Omnibus Incentive Plan (the “Plan”), incorporated by reference as Exhibit 4.1 to the Registration Statement.

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Articles of Incorporation of the Company; (ii) the Bylaws of the Company; (iii) the Plan; (iv) the Registration Statement and (v) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the Securities have been duly authorized and, when issued and delivered upon the receipt of consideration constituting lawful consideration under Florida law in accordance with the Plan, will be validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the laws of the state of Florida. We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to any reference to our firm in the prospectus which is a part of the Registration Statement. In giving this consent we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities Exchange Commission promulgated thereunder.

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Regency Centers Corporation, and

Regency Centers, L.P.:

We consent to the incorporation by reference in the registration statement on Form S-8 of Regency Centers Corporation of our reports dated February 21, 2019, with respect to the consolidated balance sheets of Regency Centers Corporation and subsidiaries as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule III- Real Estate and Accumulated Depreciation, and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 combined annual report on Form 10-K of Regency Centers Corporation and Regency Centers, L.P. We also consent to the use of our reports dated February 21, 2019, with respect to the consolidated balance sheets of Regency Centers, L.P. and subsidiaries as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes and financial statement schedule III- Real Estate and Accumulated Depreciation, and the effectiveness of internal control over financial reporting as of December 31, 2018, which reports appear in the December 31, 2018 combined annual report on Form 10-K of Regency Centers Corporation and Regency Centers, L.P.

/s/ KPMG LLP

Jacksonville, Florida

May 13, 2019