UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 25, 2024
REGIONS FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-34034 | | 63-0589368 |
| State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS. Employer Identification No.) |
1900 Fifth Avenue North
Birmingham, Alabama 35203
(Address, including zip code, of principal executive office)
Registrant’s telephone number, including area code: (800) 734-4667
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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $.01 par value | RF | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B | RF PRB | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th Interest in a Share of 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C | RF PRC | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th Interest in a Share of 4.45% Non-Cumulative Perpetual Preferred Stock, Series E | RF PRE | New York Stock Exchange |
| Depositary Shares, each representing a 1/40th Interest in a Share of Non-Cumulative Perpetual Preferred Stock, Series F | RF PRF | New York Stock Exchange |
Item 3.03. Material Modification to Rights of Security Holders.
Following the issuance of the Non-Cumulative Perpetual Preferred Stock, Series F, liquidation preference $1,000 per share, par value $1 per share (the “Series F Preferred Stock”), of Regions Financial Corporation (the “Company”) on July 29, 2024, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock, any shares of the Company that rank junior to the Series F Preferred Stock or any shares of the Company that are pari passu with the Series F Preferred Stock with respect to the payment of dividends (including the Company’s 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B, the Company’s 5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C, the Company’s Non-Cumulative Perpetual Preferred Stock, Series D and the Company’s 4.45% Non-Cumulative Perpetual Preferred Stock, Series E) is subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series F Preferred Stock for the last preceding dividend period. The terms of the Series F Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.6 to the Company’s Form 8-A filed on July 26, 2024 and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 25, 2024, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series F Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is filed as Exhibit 3.6 to the Company’s Form 8-A filed on July 26, 2024 and is incorporated herein by reference.
Item 8.01. Other Events.
On July 29, 2024, the Company completed the public offering of 20,000,000 depositary shares (the “Series F Depositary Shares”), each representing a 1/40th interest in a share of the Series F Preferred Stock, receiving proceeds of $490,141,000, before offering expenses. The Series F Depositary Shares were issued and sold pursuant to an underwriting agreement, dated as of July 22, 2024 (the “Underwriting Agreement”), between the Company and Morgan Stanley & Co. LLC, BofA Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Regions Securities LLC, as representatives of the several underwriters listed therein. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
The Deposit Agreement, dated as of July 29, 2024 (the “Deposit Agreement”), by and among the Company, Broadridge Corporate Issuer Solutions, LLC., as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Series F Depositary Shares is attached as Exhibit 4.1 to this Current Report on Form 8-K. The form of depositary receipt representing the Series F Depositary Shares is included as Exhibit A to the Deposit Agreement and is filed as Exhibit 4.2 to this Current Report on Form 8-K.
This Current Report on Form 8-K is being filed for the purpose of filing Exhibits 1.1, 4.1 and 4.2 as exhibits to the Company’s registration statement on Form S-3 (File No. 333-262964) (the “Registration Statement”), and such exhibits are hereby incorporated by reference into the Registration Statement.
Copies of the opinions of Sullivan & Cromwell LLP, counsel to the Company, are attached as Exhibits 5.1 and 8.1 to this Current Report on Form 8-K. Exhibits 5.1, 8.1, 23.1 and 23.2 of this Current Report on Form 8-K are hereby incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. | | Description |
| 1.1 | | |
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| 3.1 | | |
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| 4.1 | | |
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| 4.2 | | |
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| 5.1 | | |
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| 8.1 | | |
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| 23.1 | | |
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| 23.2 | | |
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| 104 | | Cover Page Interactive Date (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Regions Financial Corporation |
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| Date: July 29, 2024 | By: | /s/ Karin K. Allen |
| | Name: | Karin K. Allen |
| | Title: | Executive Vice President, Assistant Controller and Chief Accounting Officer |
