Regions Financial Corp Files 8-K on Security Holder Rights

TL;DR

Regions Financial filed an 8-K detailing changes to security holder rights and corporate bylaws.

AI Summary

Regions Financial Corporation filed an 8-K on July 29, 2024, reporting events as of July 25, 2024. The filing indicates material modifications to the rights of security holders and amendments to its articles of incorporation or bylaws. It also covers other events and financial statements/exhibits.

Why It Matters

This filing signals potential changes affecting the rights of Regions Financial's security holders and updates to its corporate governance documents.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate actions and does not immediately indicate significant financial distress or operational risk.

Key Players & Entities

• REGIONS FINANCIAL CORPORATION (company) — Registrant
• July 25, 2024 (date) — Earliest event reported
• July 29, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $1,000 — Stock, Series F, liquidation preference $1,000 per share, par value $1 per share (the
• $1 — preference $1,000 per share, par value $1 per share (the "Series F Preferred Stoc
• $490,141,000, b — Preferred Stock, receiving proceeds of $490,141,000, before offering expenses. The Series F De

Filing Documents

• rf-20240725.htm (8-K) — 44KB
• exhibit11-underwritingagre.htm (EX-1.1) — 800KB
• exhibit51-scconsent8xk.htm (EX-5.1) — 25KB
• exhibit81-scconsent8xk.htm (EX-8.1) — 15KB
• regionslogoa.jpg (GRAPHIC) — 53KB
• 0001281761-24-000057.txt ( ) — 1225KB
• rf-20240725.xsd (EX-101.SCH) — 2KB
• rf-20240725_def.xml (EX-101.DEF) — 17KB
• rf-20240725_lab.xml (EX-101.LAB) — 30KB
• rf-20240725_pre.xml (EX-101.PRE) — 18KB
• rf-20240725_htm.xml (XML) — 7KB

03. Material Modification to Rights of Security Holders

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.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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.

01. Other Events

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated July 22, 2024, by and among Regions Financial Corporation 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. 3.1 Certificate of Designations of Regions Financial Corporation, filed with the Secretary of State of the State of Delaware and effective July 25, 2024 (filed as Exhibit 3.6 to the Company's Form 8-A filed on July 26, 2024 and incorporated by reference herein). 4.1 Deposit Agreement, dated as of July 29, 2024, by and among Regions Financial Corporation, Broadridge Corporate Issuer Solutions, LLC., as depositary, and the holders from time to time of the depositary receipts described therein (filed as Exhibit 4.1 to the Company's Form 8-A filed on July 26, 2024 and incorporated by reference herein). 4.2 Form of depositary receipt representing the Series F Depositary Shares (included as Exhibit A to Exhibit 4.1). 5.1 Opinion of Sullivan & Cromwell LLP. 8.1 Opinion of Sullivan & Cromwell LLP. 23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1). 23.2 Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1). 104 Cover Page Interactive Date (embedded within the Inline XBRL document).

SIGNATURES

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. Regions Financial Corporation Date: July 29, 2024 By: /s/ Karin K. Allen Name: Karin K. Allen Title: Executive Vice President, Assistant Controller and Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR