Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): September 17, 2024

REGIONS FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

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:


☐			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $.01 par value

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

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. ¨

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 17, 2024, Regions Financial Corporation (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware effecting the elimination of the Certificate of Designations (the “Certificate of Designations”) relating to the Company’s 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”). No shares of the Series B Preferred Stock remain outstanding. On September 16, 2024, all then-outstanding shares of Series B Preferred Stock were redeemed in accordance with the terms of the Certificate of Designations. Following the filing of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein, all previously-authorized shares of the Series B Preferred Stock resumed the status of undesignated shares of the Company’s preferred stock, par value $1.00 per share.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number						Description of Exhibit

3.1						Certificate of Elimination of the 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B of Regions Financial Corporation, filed with the Secretary of State of the State of Delaware and effective September 17, 2024.
104						Cover Page Interactive Data (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



REGIONS FINANCIAL CORPORATION

By:						/s/ Karin K. Allen
Name:						Karin K. Allen
Title:						Executive Vice President and Assistant Controller (Chief Accounting Officer and Authorized Officer)

Date: September 17, 2024

Exhibit 3.1

CERTIFICATE OF ELIMINATION OF THE

6.375% FIXED-TO-FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED

STOCK, SERIES B

REGIONS FINANCIAL CORPORATION

(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)

Regions Financial Corporation, a corporation duly organized and existing under the

General Corporation Law of the State of Delaware (the “Corporation”), certifies as follows:

FIRST: The Certificate of Designations filed on April 28, 2014 and constituting part of

the Corporation’s Amended and Restated Certificate of Incorporation (the “Certificate of

Designations”) authorizes the issuance of 500,000 shares of preferred stock of the Corporation,

par value $1 per share, designated as 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual

Preferred Stock, Series B (the “Series B Preferred Stock”).

SECOND: Pursuant to the provisions of Section 151(g) of the General Corporation Law

of the State of Delaware (the “DGCL”), on September 17, 2024, the duly authorized Pricing

Committee of the Board of Directors of the Corporation adopted the following resolutions:

RESOLVED, that pursuant to Section 151 of the General Corporation Law of the

State of Delaware and in accordance with the provisions of the Amended and Restated

Certificate of Incorporation and the Bylaws of the Corporation and applicable law, a duly

authorized committee of the Board adopted on April 24, 2014 resolutions authorizing the

creation of 500,000 shares of the 6.375% Fixed-to-Floating Rate Non-Cumulative

Perpetual Preferred Stock, Series B, par value $1 per share, liquidation preference $1,000

per share (the “Series B Preferred Stock”), of the Corporation, and fixed the designation,

preferences, privileges, voting rights, and other special rights or qualifications, limitations

and restrictions thereof, and authorized the filing of the Certificate of Designations of the

Series B Preferred Stock (the “Series B Certificate of Designations”) with the Secretary

of State of the State of Delaware;

RESOLVED, that, as of the date hereof, no shares of the Series B Preferred Stock

are outstanding and no shares of the Series B Preferred Stock will be issued subject to the

Series B Certificate of Designations;

RESOLVED, that when a certificate setting forth this resolution becomes

effective, it shall have the effect of eliminating from the Corporation’s Amended and

Restated Certificate of Incorporation all matters set forth in the Series B Certificate of

Designations with respect to the Series B Preferred Stock; and

RESOLVED, that each Authorized Officer (as defined in the resolutions duly

adopted by the Board of Directors on February 9, 2022) or any designee of an Authorized

Officer is authorized, in the name and on behalf of the Corporation or in any other

capacity, to file a Certificate of Elimination with the Secretary of State of the State of

Delaware effecting the elimination of the Series B Preferred Stock.

THIRD: Pursuant to the provisions of Section 151(g) of the DGCL, the Certificate of

Designations and all references to Series B Preferred Stock in the Corporation’s Amended and

Restated Certificate of Incorporation hereby are eliminated, and the shares that were designated

to such series hereby are returned to the status of authorized but unissued shares of preferred

stock of the Corporation, without designation as to series.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to

be signed by Andrew Nix, its Executive Vice President, Assistant Corporate Secretary, Chief

Governance Officer and Deputy General Counsel, this 17th day of September, 2024.

REGIONS FINANCIAL CORPORATION

By:/s/ Andrew Nix

Name:Andrew Nix

Title:Executive Vice President, Assistant

Corporate Secretary, Chief

Governance Officer and Deputy

General Counsel

Document and Entity Information	Sep. 17, 2024
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 17, 2024
Entity Registrant Name	REGIONS FINANCIAL CORPORATION
Entity Central Index Key	0001281761
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-34034
Entity Tax Identification Number	63-0589368
Entity Address, Address Line One	1900 Fifth Avenue North
Entity Address, City or Town	Birmingham
Entity Address, State or Province	AL
Entity Address, Postal Zip Code	35203
City Area Code	800
Local Phone Number	734-4667
Written Communications	false
Current Fiscal Year End Date	--12-31
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	RF
Security Exchange Name	NYSE
Series C Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	5.700% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series C
Trading Symbol	RF PRC
Security Exchange Name	NYSE
Series E Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	4.45% Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	RF PRE
Security Exchange Name	NYSE
Series F Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Non-Cumulative Perpetual Preferred Stock, Series F
Trading Symbol	RF PRF
Security Exchange Name	NYSE