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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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par valueRFNew 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 CRF PRCNew York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
4.45% Non-Cumulative Perpetual Preferred Stock, Series ERF PRENew York Stock Exchange
Depositary Shares, each representing a 1/40th Interest in a Share of
Non-Cumulative Perpetual Preferred Stock, Series FRF PRFNew 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 NumberDescription 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.
104Cover 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
OF
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
v3.24.3
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
Regions Financial (NYSE:RF-E)
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