rf-20240917

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