01—Abstract
Summary
Summary of the 8-K filed July 23, 2024. Cited figures are marked; the original filing is the authoritative source.
Regions Financial Corporation ("Regions") filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose that on July 22, 2024 it launched and priced a proposed public offering of a new series of preferred stock (the "Preferred Stock").
The filing states that the Offering is described in a preliminary prospectus supplement dated July 22, 2024, which was filed with the SEC the day before this filing. If the Offering closes, Regions intends to use a portion of the net proceeds to redeem all outstanding shares of its 6.375%a Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B (the "Series B Preferred Stock"), on September 16, 2024, the next business day after the Dividend Payment Date for that series. The filing explicitly states there is no assurance the Offering will close or that Regions will redeem the Series B Preferred Stock, or the timing of any redemption.
If Regions decides to redeem the Series B Preferred Stock, it intends to announce that decision through a further Current Report on Form 8-K and a notice of redemption after the Offering closes. The filing also notes that it does not constitute an offer to sell the Preferred Stock.
02—Key points
Key Highlights
- Regions launched and priced a proposed public offering of a new series of preferred stock on July 22, 2024.
- Proceeds from the Preferred Stock may be used in part to redeem all outstanding 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B.
- The planned Series B redemption date is September 16, 2024, the next business day after the Series B Dividend Payment Date.
- The filing states there is no assurance the Offering will close or that the Series B Preferred Stock will be redeemed, or on what timing.
- A preliminary prospectus supplement dated July 22, 2024 describes the Offering and was filed with the SEC on July 22, 2024.
- Any redemption decision would be announced by a separate Form 8-K and a notice of redemption after the Offering closes.
03—Questions
Frequently Asked Questions
What is the purpose of the proposed preferred stock offering?
The filing states that if the Offering closes, Regions intends to use a portion of the net proceeds to redeem all outstanding shares of its 6.375% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series B.
When would the Series B Preferred Stock be redeemed?
Regions intends to redeem the Series B Preferred Stock on September 16, 2024, the next business day following the Dividend Payment Date as defined in the Series B Certificate of Designations.
Is the redemption certain to happen?
No. The filing states there is no assurance that the Offering will close or that Regions will decide to redeem the Series B Preferred Stock, or the timing of any redemption.
How will investors be notified if Regions decides to redeem the Series B Preferred Stock?
Regions intends to announce its decision by filing a Current Report on Form 8-K and issuing an appropriate notice of redemption following the closing of the Offering.
Where can investors find details about the Offering?
The Offering is described in Regions' preliminary prospectus supplement dated July 22, 2024, which was filed with the Securities and Exchange Commission on July 22, 2024.
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