Regions Financial Corp Files 8-K on Preferred Stock

TL;DR

Regions Financial filed an 8-K detailing preferred stock activity on Sept 6, 2024.

AI Summary

Regions Financial Corporation filed an 8-K on September 6, 2024, reporting other events and financial statements. The filing details various preferred stock series, including Series B, C, E, and F, all with activity on September 6, 2024. The company is incorporated in Delaware and headquartered in Birmingham, Alabama.

Why It Matters

This filing provides an update on Regions Financial's capital structure, specifically concerning its preferred stock issuances, which can impact its financial leverage and shareholder equity.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and financial information without any immediate negative or positive financial implications.

Key Players & Entities

• Regions Financial Corporation (company) — Registrant
• September 6, 2024 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Birmingham, Alabama (location) — Principal Address
• Series B Preferred Stock (security) — Preferred Stock Series
• Series C Preferred Stock (security) — Preferred Stock Series
• Series E Preferred Stock (security) — Preferred Stock Series
• Series F Preferred Stock (security) — Preferred Stock Series

FAQ

Key Financial Figures

• $1,000,000,000 — er 6, 2024, the Company issued and sold $1,000,000,000 aggregate principal amount of 5.502% Fi
• $996,000,000 — rein by reference. The Company received $996,000,000 in proceeds, before offering expenses,

Filing Documents

• rf-20240906.htm (8-K) — 39KB
• exhibit11-underwritingagre.htm (EX-1.1) — 719KB
• exhibit41-fourteenthsupple.htm (EX-4.1) — 462KB
• exhibit51-scconsent8xksept.htm (EX-5.1) — 15KB
• exhibit81-scconsent8xksept.htm (EX-8.1) — 13KB
• image_0a.jpg (GRAPHIC) — 4KB
• regionslogoa.jpg (GRAPHIC) — 53KB
• 0001281761-24-000088.txt ( ) — 1627KB
• rf-20240906.xsd (EX-101.SCH) — 2KB
• rf-20240906_def.xml (EX-101.DEF) — 17KB
• rf-20240906_lab.xml (EX-101.LAB) — 30KB
• rf-20240906_pre.xml (EX-101.PRE) — 18KB
• rf-20240906_htm.xml (XML) — 6KB

01. Other Events

Item 8.01. Other Events. On September 6, 2024, the Company issued and sold $1,000,000,000 aggregate principal amount of 5.502% Fixed Rate / Floating Rate Senior Notes due 2035 (the "2035 Notes") of the Company. The 2035 Notes were sold pursuant to an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, and Regions Securities LLC, as representatives of the several underwriters listed therein, dated September 3, 2024. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The Company received $996,000,000 in proceeds, before offering expenses, from the sale of the 2035 Notes. The 2035 Notes were issued pursuant to the terms of the Indenture, dated as of August 8, 2005, as supplemented by the Fourteenth Supplemental Indenture, dated September 6, 2024, between the Company and Deutsche Bank Trust Company Americas, as trustee, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of certificate representing the 2035 Notes is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. 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 incorporated into the Registration Statement by reference herein. A copy of the opinions of Sullivan & Cromwell LLP, counsel to the Company, are attached as Exhibit 5.1 and Exhibit 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 incorporated into the Registration Statement by reference herein.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated September 3, 2024, by and among Barclays Capital Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., UBS Securities LLC, and Regions Securities LLC, as representatives of the several underwriters listed therein. 4.1 Fourteenth Supplemental Indenture, dated September 6, 2024, between Regions Financial Corporation and Deutsche Bank Trust Company Americas, as trustee. 4.2 Form of 5.502% Senior Notes due 2035 (included in 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 Data (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: September 6, 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